REGULAR BOARD MEETING
November 27, 2023
The Regular Meeting of the Board of Trustees of Newberry Electric Cooperative, Inc. was held at Newberry Electric Cooperative, Inc. located in Newberry County, State of South Carolina on Monday, November 27, 2023.
The meeting was called to order by Chairman Johnnie L. Dickert at 6:28 p.m. followed by the invocation with the determination of a quorum present.
The secretary reported that the following Board Members were present:
Barbara C. Bishop Leon Fulmer, Jr. J. Craig Kesler
M. Blake Brigman Melanie B. Hawkins William Lominick, Sr.
Johnnie L. Dickert Douglas E. Hipp John W. Nichols
Also present were President and CEO G. Keith Avery, Attorney Thomas Pope, III, ECSC’s Washington Youth Tour representative Lyle Fulmer, Director of Public and Member Relations for ECSC Van O’Cain, and Executive Secretary Deirdre Murphy.
Mr. Lyle Fulmer delivered his message, We All Have Gifts, which he will also deliver to the ECSC Winter Conference in December. Lyle will also represent SC on the NRECA Youth Leadership Council.
The Board dispensed with the reading of the minutes of the October 30, 2023 Regular Board Meeting. A motion was made by Trustee Kesler to accept the minutes as emailed. The motion was seconded and passed without opposition.
Committee Chairman John W. Nichols reported that the Finance Committee held its regular meeting on Monday, November 20, 2023 at 6:30 p.m. The committee members are Trustees Johnnie L. Dickert, J. Craig Kesler, William Lominick, Sr., and John W. Nichols. All were present including President and CEO Avery.
Chairman Nichols reported that the Finance Committee reviewed the cash disbursements for the month of October. All expenditures were found to be in order, and the committee is presenting this report as information. The consensus of the board was to accept the report.
Attorney Thomas H. Pope, III stated that he needed an Executive Session. Trustee Hipp made a motion to adjourn into Executive Session. The motion was seconded and approved without opposition. After some discussion, Trustee Hipp made a motion to reconvene into Regular Session. The motion was seconded and passed without opposition. No voting or actions took place during the Executive Session.
President Avery reviewed the functions and activities he attended or participated in during the month of November. He attended a meeting with Project Artemis, a company looking for a location in Newberry County.
President and CEO Avery reviewed in detail the operational data for October 2023. The amount of write offs for October is $1311.20. A motion was made by Trustee Hipp to accept this amount. The motion was seconded and passed unanimously.
Lee Electric changed out copper primary lines at four locations. This wire had rotten and was changed out due to maintenance issues. They are also continuing to add isolation devices such as cutouts and air break switches to minimize outage times. West Fraser has completed the Kiln expansion and is ready to be energized.
Debra Shaw and Nick Shealy attended the Governmental Liaison meeting to prepare for the upcoming year. Chandlor Williams has completed his A Class Lineman classes.
Two thank you letters were received and accepted as information for donations sent to the Newberry Christmas Tree fund for Main Street Lights and NRECA International.
President and CEO Avery referenced a memo from James Chavez, President and CEO of the South Carolina Power Team, inviting trustees to attend a Holiday Drop-In on Thursday, December 7, 2023 in Columbia, SC. Eight trustees expressed an interest in attending.
President Avery reminded the trustees of the NRECA PowerXChange to be held in March 2024. Eight trustees expressed an interest in attending the conference.
President Avery asked in anyone was interested in playing golf at the ECSC Winter Conference in December 2023. No one expressed an interest.
President Avery referenced a memo from CarolinaConnect to appoint a “Trustee” Trustee for the Board of CarolinaConnect Cooperative, Inc. President Avery is automatically a Trustee because he is the CEO. A motion was made by Trustee Lominick to reappoint Trustee Nichols to the Board for 2024. The motion was seconded by and passed unanimously.
Everyone was asked to turn in his or her Kids’ Christmas Party information as soon as possible.
The Central Electric Cooperative FAR Committee Meeting, the Central Electric Cooperative MES Committee Meeting, the Central Electric Cooperative Engineering Committee Meeting, the Central Electric Cooperative Power Committee Meeting, and the Central Electric Cooperative Special Called Executive Committee Meeting summaries were accepted as information.
President Avery reviewed a letter from Betsy Hix from ECSC to Save the Date for the 2024 Legislative Luncheon to be held on the SC State House grounds on Thursday, March 8. Seven trustees expressed an interest in attending.
The Central Electric Cooperative G-20 November 7 Meeting Summary was accepted as information.
The ECSC Communications Committee Unapproved Meeting minutes from September 13 and the Communications Unapproved Meeting minutes from September 30 summaries were accepted as information.
The Central Electric November 2023 Board Meeting Summary was accepted as information.
President and CEO Avery explained in detail a resolution with Central Electric and Santee Cooper expressing intend to participate in securitization of the Cook settlement exceptions cost and V.C. Summer units 2 and 3 costs. Central and Santee Cooper are preparing a Memorandum of Understanding and Agreement (MOU&A) Trustee Hipp made a motion to accept the MOU&A as it is for now, and then vote on it again once the final MOU&A is presented. The motion was seconded and passed without opposition.
President and CEO Avery referenced a memo from CFO Arthur Guy requesting approval of employees’ bonuses. A motion was made by Trustee Brigman to accept the request. The motion was seconded and approved without opposition.
President Avery reminded the trustees of revisions that need to be made to the Bylaws. A Special Meeting will need to take place to discuss them in 2024.
The ECSC Government Relations Committee Unapproved Meeting Minutes from September 13, 2023 were accepted as information.
A request for a voting delegate certification and credentialing process from NRECA for the annual and regional meetings was reviewed. Trustee Hipp made a motion to have President and CEO Avery as the voting delegate and Trustee Nichols as the alternate. The motion was seconded and passed without opposition.
The Central Electric Power Cooperative November 15, 2023 G-20 Summary was accepted as information.
The Trustees reviewed the information on Capital Credit payouts for 2023. Trustee Hipp made a motion to pay out 100% of 2003 at $186,831.72 and 10% of 2004 at $211,534.51 for a total of $398,366.23 to be paid to the coop members in the form of a capital credit check in December. The motion was seconded and passed without opposition.
President Avery discussed with the trustees an option on buying land in Blair, SC. Attorney Kyle Parker recommended doing a due diligence contract for 365 days, instead of a contract purchase. If after the 365 days, everything is fine, then a purchase contract can be drawn up. Trustee Hipp made the motion to follow Attorney Parker’s recommendation. The motion was seconded and passed unanimously.
President Avery provided information on the potential multi-purpose center for ESCS. The land would be purchased in St. Matthews, SC right off I-26. The Trustee Boards in the state will have to vote on whether to finance the building for 20 to 30 years or pay for it upfront. Trustee Hipp made a motion to pay monthly on the building and NEC’s fee would not go up if other Coops do not agree for the building. The motion was seconded and passed unanimously.
There being no further business and without objections, Chairman Johnnie L. Dickert adjourned the November 2023 Regular Board Meeting at 8:35 pm.
___________________________________ ___________________
SECRETARY APPROVED
____________________________________
CHAIRMAN
REGULAR BOARD MEETING
November 27, 2023
The Regular Meeting of the Board of Trustees of Newberry Electric Cooperative, Inc. was held at Newberry Electric Cooperative, Inc. located in Newberry County, State of South Carolina on Monday, November 27, 2023.
The meeting was called to order by Chairman Johnnie L. Dickert at 6:28 p.m. followed by the invocation with the determination of a quorum present.
The secretary reported that the following Board Members were present:
Barbara C. Bishop Leon Fulmer, Jr. J. Craig Kesler
M. Blake Brigman Melanie B. Hawkins William Lominick, Sr.
Johnnie L. Dickert Douglas E. Hipp John W. Nichols
Also present were President and CEO G. Keith Avery, Attorney Thomas Pope, III, ECSC’s Washington Youth Tour representative Lyle Fulmer, Director of Public and Member Relations for ECSC Van O’Cain, and Executive Secretary Deirdre Murphy.
Mr. Lyle Fulmer delivered his message, We All Have Gifts, which he will also deliver to the ECSC Winter Conference in December. Lyle will also represent SC on the NRECA Youth Leadership Council.
The Board dispensed with the reading of the minutes of the October 30, 2023 Regular Board Meeting. A motion was made by Trustee Kesler to accept the minutes as emailed. The motion was seconded and passed without opposition.
Committee Chairman John W. Nichols reported that the Finance Committee held its regular meeting on Monday, November 20, 2023 at 6:30 p.m. The committee members are Trustees Johnnie L. Dickert, J. Craig Kesler, William Lominick, Sr., and John W. Nichols. All were present including President and CEO Avery.
Chairman Nichols reported that the Finance Committee reviewed the cash disbursements for the month of October. All expenditures were found to be in order, and the committee is presenting this report as information. The consensus of the board was to accept the report.
Attorney Thomas H. Pope, III stated that he needed an Executive Session. Trustee Hipp made a motion to adjourn into Executive Session. The motion was seconded and approved without opposition. After some discussion, Trustee Hipp made a motion to reconvene into Regular Session. The motion was seconded and passed without opposition. No voting or actions took place during the Executive Session.
President Avery reviewed the functions and activities he attended or participated in during the month of November. He attended a meeting with Project Artemis, a company looking for a location in Newberry County.
President and CEO Avery reviewed in detail the operational data for October 2023. The amount of write offs for October is $1311.20. A motion was made by Trustee Hipp to accept this amount. The motion was seconded and passed unanimously.
Lee Electric changed out copper primary lines at four locations. This wire had rotten and was changed out due to maintenance issues. They are also continuing to add isolation devices such as cutouts and air break switches to minimize outage times. West Fraser has completed the Kiln expansion and is ready to be energized.
Debra Shaw and Nick Shealy attended the Governmental Liaison meeting to prepare for the upcoming year. Chandlor Williams has completed his A Class Lineman classes.
Two thank you letters were received and accepted as information for donations sent to the Newberry Christmas Tree fund for Main Street Lights and NRECA International.
President and CEO Avery referenced a memo from James Chavez, President and CEO of the South Carolina Power Team, inviting trustees to attend a Holiday Drop-In on Thursday, December 7, 2023 in Columbia, SC. Eight trustees expressed an interest in attending.
President Avery reminded the trustees of the NRECA PowerXChange to be held in March 2024. Eight trustees expressed an interest in attending the conference.
President Avery asked in anyone was interested in playing golf at the ECSC Winter Conference in December 2023. No one expressed an interest.
President Avery referenced a memo from CarolinaConnect to appoint a “Trustee” Trustee for the Board of CarolinaConnect Cooperative, Inc. President Avery is automatically a Trustee because he is the CEO. A motion was made by Trustee Lominick to reappoint Trustee Nichols to the Board for 2024. The motion was seconded by and passed unanimously.
Everyone was asked to turn in his or her Kids’ Christmas Party information as soon as possible.
The Central Electric Cooperative FAR Committee Meeting, the Central Electric Cooperative MES Committee Meeting, the Central Electric Cooperative Engineering Committee Meeting, the Central Electric Cooperative Power Committee Meeting, and the Central Electric Cooperative Special Called Executive Committee Meeting summaries were accepted as information.
President Avery reviewed a letter from Betsy Hix from ECSC to Save the Date for the 2024 Legislative Luncheon to be held on the SC State House grounds on Thursday, March 8. Seven trustees expressed an interest in attending.
The Central Electric Cooperative G-20 November 7 Meeting Summary was accepted as information.
The ECSC Communications Committee Unapproved Meeting minutes from September 13 and the Communications Unapproved Meeting minutes from September 30 summaries were accepted as information.
The Central Electric November 2023 Board Meeting Summary was accepted as information.
President and CEO Avery explained in detail a resolution with Central Electric and Santee Cooper expressing intend to participate in securitization of the Cook settlement exceptions cost and V.C. Summer units 2 and 3 costs. Central and Santee Cooper are preparing a Memorandum of Understanding and Agreement (MOU&A) Trustee Hipp made a motion to accept the MOU&A as it is for now, and then vote on it again once the final MOU&A is presented. The motion was seconded and passed without opposition.
President and CEO Avery referenced a memo from CFO Arthur Guy requesting approval of employees’ bonuses. A motion was made by Trustee Brigman to accept the request. The motion was seconded and approved without opposition.
President Avery reminded the trustees of revisions that need to be made to the Bylaws. A Special Meeting will need to take place to discuss them in 2024.
The ECSC Government Relations Committee Unapproved Meeting Minutes from September 13, 2023 were accepted as information.
A request for a voting delegate certification and credentialing process from NRECA for the annual and regional meetings was reviewed. Trustee Hipp made a motion to have President and CEO Avery as the voting delegate and Trustee Nichols as the alternate. The motion was seconded and passed without opposition.
The Central Electric Power Cooperative November 15, 2023 G-20 Summary was accepted as information.
The Trustees reviewed the information on Capital Credit payouts for 2023. Trustee Hipp made a motion to pay out 100% of 2003 at $186,831.72 and 10% of 2004 at $211,534.51 for a total of $398,366.23 to be paid to the coop members in the form of a capital credit check in December. The motion was seconded and passed without opposition.
President Avery discussed with the trustees an option on buying land in Blair, SC. Attorney Kyle Parker recommended doing a due diligence contract for 365 days, instead of a contract purchase. If after the 365 days, everything is fine, then a purchase contract can be drawn up. Trustee Hipp made the motion to follow Attorney Parker’s recommendation. The motion was seconded and passed unanimously.
President Avery provided information on the potential multi-purpose center for ESCS. The land would be purchased in St. Matthews, SC right off I-26. The Trustee Boards in the state will have to vote on whether to finance the building for 20 to 30 years or pay for it upfront. Trustee Hipp made a motion to pay monthly on the building and NEC’s fee would not go up if other Coops do not agree for the building. The motion was seconded and passed unanimously.
There being no further business and without objections, Chairman Johnnie L. Dickert adjourned the November 2023 Regular Board Meeting at 8:35 pm.
___________________________________ ___________________
SECRETARY APPROVED
____________________________________
CHAIRMAN