Annual Meeting Minutes 2019-2021

The 81st Annual Meeting of the Members of Clay Electric Cooperative, Inc. was held on the grounds of the Cooperative in Keystone Heights, Florida on March 28, 2019, commencing at the hour of 9:00 a.m.

These minutes are not intended to be a verbatim record of the meeting, and reflect agenda items, matters of interest and substance that came before the membership.

The meeting was called to order at 9:00 a.m. by President John Henry Whitehead, following which President Whitehead introduced John Haswell, the Cooperative's attorney, to inform the members on the certification of the notice of meeting, the announcement of the candidates whose names have been placed in nomination for election as trustees, as well as the tellers, and the fact that the minutes of the previous meeting of the members are available for inspection by the members, and will be submitted to the membership for approval at the business portion of the meeting commencing at 1:00 p.m. Mr. Haswell advised that the official notice of the annual meeting was mailed to the members of the Cooperative at least 10 days prior to this meeting, and was published in the March 2019 Kilowatt and mailed to the members prior to March 15, 2019. A certification to that effect was received from Mr. Derick R. Thomas, Chief Public Relations Officer. Mr. Haswell announced that the candidates for trustee who were nominated at their district meetings were: From District 1. Carl Hagglund, sole nominee; from District 8, Jo Ann Smith, sole nominee; and from District 9, Karen Hastings, sole nominee. The terms of office for Districts 1, 8 and 9 are 3 years. Mr. Haswell then read a list of tellers who had been appointed by the Board of Trustees for the elections, and then advised that the polls will be open for registration and voting as soon as President Whitehead recesses the meeting. The minutes are available from Mr. Thomas. Chief Public Relations Officer. The voting booths will be open until 3:00 p.m.

President Whitehead then recessed the meeting until 1:00 p.m. to allow the members to vote, view the exhibits, listen to entertainment, fellowship and for lunch. Registration was then opened for the election of the trustees as presented.

At 1:00 p.m. President Whitehead then called the meeting back to order and welcomed again all those present to the 81st Annual Meeting of the Cooperative. He then called on Mr. Dewitt Hersey, Trustee from District 5, for the invocation. He then called on a color guard from the Youth Challenge Academy at Camp Blanding for the Pledge of Allegiance.

President Whitehead then reported that a quorum was present and that the business of the Cooperative could proceed. The next agenda item was to approve the minutes of the 2018 Annual Meeting, and President Whitehead asked if anyone had any comments, additions or corrections regarding the minutes, and hearing none, the minutes were approved.

President Whitehead then recognized the members of the Board of Trustees and noted their years of service: from District 1, Carl Hagglund, of Keystone Heights, with 6 years of service; from District 2, Kelley R. Smith, Jr. of Palatka, with 32 years of service; from District 3, Susan Reeves of Hawthorne, with 37 years of service; from District 4, Carl Malphurs of Alachua, with 9 years of service; from District 5, Dewitt Hersey of Starke, with 7 years of service; from District 6, Jimmy Wilson of Middleburg, with 5 years of service; from District 7, himself, John Henry Whitehead of Lake Butler, with 12 years of service; from District 8, Jo Ann R. Smith of Micanopy, with 7 years of service; and from District 9, Karen Hastings of Citra, with 4 years of service.

President Whitehead then introduced the Cooperative's General Manager and Chief Executive Officer, Richard K. Davis, who then introduced guests from Seminole Electric Cooperative, Inc., the Cooperative's wholesale power supplier, the Florida Electric Cooperatives Association, and others.

Mr. Davis then called on Trustee, Kelley R. Smith, to recognize local and county officials.

Mr. Davis and Mr. Thomas then presented service anniversary awards to employees of the Cooperative, as shown on the attached Exhibit A.

Mr. Davis then presented the Employee of the Year Recognition Award for 2019 to Patti Tyson, Call Center CS with 14 years of service. Patti was nominated by co-workers because of her excellent and caring customer service to members.

President Whitehead then welcomed everyone to the Clay Electric 81st Annual Meeting and expressed his appreciation for all those who are attending. He stated that the annual meeting is a perfect time to highlight the qualities that make electric cooperatives different from other types of utilities and businesses, noting that electric cooperatives are owned by those they serve and are called members, not customers. Members maintain democratic control of Clay Electric, which means that you, as members, elect fellow members to represent you on the Board of Trustees every spring. The cooperative difference also means your Cooperative returns margins to you in the form of capital credits. This year, we are returning $12 million, so be sure to look at your electric bill statement this month. The Cooperative is also concerned with the community it serves, and we believe we have a special responsibility to support the areas in which our members live and work. One of the ways we do that is through our Operation Roundup program. We launched this program in October 2016, and by the end of last year, we had provided $1.6 million in grants to a variety of worthwhile organizations and programs.

Your Board of Trustees is proud to be more accessible than other types of businesses. Our members have a voice in the operation of the Cooperative, and we live and work alongside those we serve. Our mission is to provide each of you with safe, reliable and affordable elec1ricity and strengthen communities - that is the cooperative difference.

President Whitehead then turned the podium over to Mr. Davis for his remarks as General Manager and Chief Executive Officer of the Cooperative. Mr. Davis then reviewed the history of Clay Electric, particularly that of Ed Wiggins in 1924, who was hired by a real estate development company to bring electricity to Keystone Heights. Mr. Wiggins was involved in forming Clay Electric Cooperative, Inc. in 1937, and today, your Cooperative serves over 176,000 accounts and is still growing.

Mr. Davis then expressed gratitude to the many Clay Electric employees and Trustees who have come before us for their dedication and hard work. He then reviewed the planning and moving into new buildings that have been constructed to replace older inefficient structures and headquarter buildings. He then reviewed in detail the following topics and details: Cooperative district offices with solar panels on the rooftops, over 860 rooftop solar panels on members' homes, cooperating with our power supplier, Seminole Electric, for solar and other renewable sources of energy. He also reviewed new things happening at Seminole Elec1ric Cooperative, including a new 2.2 megawatt solar facility comprised of more 8,000 panels, progress on the construction of a new natural gas fired generating plant at the Seminole Generating Station in Palatka which will provide 1,050 megawatts of electricity and is targeted for completion in 2022. As part of that new construction, one of Seminole's two coal-fired generating units will be retired.

Mr. Davis also reviewed the Cooperative's core principles and values, including democratic control and concern for the communities that it serves. As Mr. Whitehead noted, one of the current community-based organizations is Operation Roundup which provides valuable services to those in our communities. Ninety-one percent of our members contribute monthly to that program.

Capital credits are an important aspect of the electric cooperative form of governance and operation. Clay Electric has consecutively made a capital credit retirement since 1976, and during that time frame up to date, the Cooperative has retired over $178 million to you, the members.

The Cooperative continually works on and monitors its Technology Work Plan to take advantage of advances in technology and the value that each advance may bring to the Cooperative. A new high integrated computer system will be implemented in the future. The advanced metering infrastructure known as AMI is underway. It is a metering and communications system that enables 2-way communications between the Cooperative's headquarters and the meters at your home. AMI metering systems have been around for years; in fact, 70% of the homes in Florida already have an AMI system installed. It is a safe and reliable system and does much more than just read meters. In addition to the ability to read meters, one of the most immediate benefits of AMI is the ability to do cut on and offs remotely, which will save you money because the Cooperative will not have to send a vehicle to the service location. It also will improve outage detection, improve reliability and power quality.

Everyone who has voted today was asked to vote on Bylaws that govern your Cooperative. It has been a long time since Clay Electric members have voted to approve the Bylaws in their entirety.

Mr. Davis then reviewed factors that impact the Cooperative's financial condition, with the goal of keeping electric rates as low as possible while providing quality service to the members.

Last, but not least, Mr. Davis emphasized the top priority at Clay Electric which is the safety of the Cooperative's employees and you, our members, as well as the public in general each and every day. The Cooperative participates in the Rural Electric Safety Achievement Program {RESAP) which promotes the highest standards of safety among electric cooperatives and includes a thorough inspection of all safety practices and procedures and provides a yearly safety improvement plan.

In closing, Mr. Davis expressed thanks for all the employees, the Board of Trustees, and the continued support of our members. Finally, he expressed his appreciation for each of the members for coming out today and supporting the Cooperative.
Mr. Davis then asked if there was any other or unfinished business to be brought before the Board. Hearing none, he asked if there was any new business. Hearing none, he concluded the business portion of the Annual Meeting, which will then be in recess until 3:00 p.m., at which time the polls will be closed and the election results will be tabulated and announced. He then turned the meeting over to Mr. Thomas, who made some additional announcements.

President Whitehead then reconvened the meeting at 3:00 p.m. and officially closed the voting. Officials from the Supervisor of Elections Office of Clay County then reviewed and validated the counting of the ballots in the presence of the Tellers, the Cooperative's attorney, Mr. Haswell, and Kathy Richardson, Communications Manager of the Cooperative. After the tabulation, the following results were announced:

For Trustee from District 1, Carl Hagglund received 2,134 votes, and there were 23 write-in ballots; from District 8, Jo Ann Smith received 2,133 votes, and there were 14 write-in ballots; from District 9, Karen Hastings received 2,126 votes, and there were 23 write-in ballots.

President Whitehead also reported that the Restated and Amended Bylaws of the Cooperative were approved with 1,823 in favor and 134 against.

President Whitehead then announced that the following individuals were elected as Trustees from their respective districts: Carl Hagglund from District 1, Jo Ann Smith from District 8, and Karen Hastings from District 9.

There being no further business to come before the meeting, upon motion duly made, seconded and unanimously carried, the meeting was adjourned.

The foregoing Minutes of the Annual Meeting of the Members of Clay Electric Cooperative, Inc. held on March 28, 2019, were approved by an affirmative vote of the membership on _ __, 2022.

 

Karen Hastings, Secretary

EXHIBIT A

EMPLOYEE SERVICE ANNIVERSARIES - 2019 ANNUAL MEETING
April 1, 2018 through December 31, 2019

20 Years
Matt Hickey, Keystone District
Jeff McCall, E&O/Meter Shop
Sam Bailey, E&O/Construction
Dusty Echols, Salt Springs District
Melinda Pringle, Orange Park District
Eric Saxon, Palatka District
Chad Thomas, Gainesville District
Kris Gillen, Finance/Accounting (not present)
Jason Parrish, Salt Springs District
Travis Griffis, Lake City District
Les Minor, E&O Operations Support
Marcilla Padgett, Keystone District/Call Center
Mike Chappell, Finance/Purchasing & Stores
Michele Johnson, Finance/Purchasing & Stores
Kevin Griffin, Orange Park District
Martha Roberts, Keystone District/Call Center
Mike Kenney, Keystone District
Clint Sheppard, E&O/Construction
Derick Thomas, Member & Public Relations
Wade Screen, E&O/Fleet Services
Damian Stewart, Orange Park District
David Stanley, E&O/Maintenance-Substations (not present)
Eddie Higginbotham, E&O/Fleet Services
Kyle Wynn, Keystone District
Dean O'Steen, Lake City District
Chad Packham, E&O/Maintenance-Equipment

25 Years
Roy Terrell, Orange Park District
Gary Legree, Lake City District
Craig Wacha, Lake City District
Greg Futch, Palatka District
Lora Parker, Salt Springs District
Erica Bassett, ICT
Glenn Ritch, E&O/Construction

30 Years
Myrtice Womble, Finance/Member Billing
George Eberhardt, E&O/Construction
Bill Strassberger, Keystone District
Dave Roberts, E&O/Fleet Services (not present)
Terri Harris, Finance/Payroll & Insurance
Donnie Lott, E&O/Facilities Maintenance
Eddie Howard, Salt Springs District
Johnny Jackson, Palatka District
Anthony Saunders, Lake City District
Kim Coffey, E&O
Lisa Richardson, Lake City District
William Sauls, Lake City District
Buddy Webb, E&O/Construction
Quinton Howe,  Gainesville District
Troy Adams, Gainesville & Lake City Districts
Donald Loper, E&O/Meter Shop
Mike Grantham, E&O/Oparatians Support
Jody Holmes, Finance/Payroll & Insurance
Kenneth Kelly, Salt Springs District
Edwina Painter, Member & Public Relations
Donny O'Steen, Gainesville District

 

35 Years
Max Williford,Orange Park District
Dale Furlong, Keystone Heights District
Ricky Griffis, E&O/Meter Shop
Ricky Davis, GM/CEO
Jessie Myers, E&O/Engineering
Drew Williams, Gainesville District
Andrew Hinnant, Palatka District
Billy Coursey, Keystone Heights District

40 Years
Marty Hunter, E&O/Substations

 

SO Years
Duke Fuquay, E&O/Electric Systems Operations

BOARD of TRUSTEES

DISTRICT 8    Jimmy Wilson    5 YEARS

 

Total Employees Years of Service: 1,695 years

Total Board of Trustees Years of Service: 5 years

Combined Trustees/Employees: 1,700 years

_____________________________________________________

March 19, 2020
Keystone Heights, Florida

ABBREVIATED MINUTES OF THE 2020 ANNUAL MEETING OF THE MEMBERS OF CLAY ELECTRIC COOPERATIVE, INC.
(initially scheduled for March 19, 2020)

The 82nd Annual Meeting of the Members of Clay Electric Cooperative, Inc., initially scheduled for March 19, 2020, on the grounds of the Cooperative in Keystone Heights, Florida, was cancelled following an emergency meeting of the Board of Trustees on March 5, 2020, as noted in the press release dated March 9, 2020, attached hereto. As stated in the press release, members were notified that they can still cast absentee ballots in the uncontested election of the three (3) Trustee positions. The time for requesting a ballot was extended to March 24, and the deadline for returning the ballots was extended to April 7.

Survey and Ballot Systems, the Cooperative's third party election vendor, submitted certified. election results, first noting that of the 150,006 eligible voters, 2,223 paper ballots were returned and counted. The results of that ballot were reported. to the Cooperative on April 8 as follows:

Trustee for District 2: Kelley Smith received 2,181 votes, with 21 write-in ballots. Trustee for District 4: Carl Malphurs received 2,172 votes, with 22 write-in ballots. Trustee for District 6: Jimmy Wilson received. 2,171 votes, with 21 write-in ballots.

One percent (1%) of the membership was required to constitute a quorum for the election ballot. Mr. Derick Thomas, Chief Public Relations Officer, reported. that as of April 7, 2020, the Cooperative's membership totaled 150,006. The 2,223 ballots returned exceeded the minimum quorum requirement; hence, a quorum was present for purposes of the election ballot.

Consequently, Kelley Smith was re-elected as Trustee for District 2, Carl Malphurs was re­ elected as Trustee for District 4, and Jimmy Wilson was re-elected as Trustee for District 6. The term of office is for three (3) years or until they or their successors are re-elected or elected, as the case maybe.

The foregoing Minutes of the Annual Meeting of the Members of Clay Electric Cooperative, Inc. initially scheduled for March 19, 2020, were approved by an affirmative vote of the membership on ____________ , 2022.

 

Karen Hastings, Secretary

__________________________________________________

-Press Release-

March 9, 2020
For Immediate Release

Contact: Kathy Richardson, Manager of Communications: 352-473-8000 x8359 krichardson@clayelectric.com

Clay Electric Co-op cancels Annual Meeting Gathering

KEYSTONE HEIGHTS, Fla. - With due regard to the safety and health of our members, Clay Electric Cooperative has made the difficult decision to cancel the gathering portion of its 82nd Annual Meeting. The gathering had been set for March 19, but amid rising coronavirus fears and out of an abundance of caution, the co-op is canceling the event.

While there will be no gathering, members can still cast absentee ballots in the uncontested election for the three trustee positions. Ballots can be requested one of three ways:
• Visiting https://ballot.clayelectric.com (do not add www);
• Emailing ballotrequest@clayelectric.com and providing the name and account number; or
• Calling 1-800-224-4917 toll-free

Members must request a ballot by March 24 and ballots must be mailed back in the envelope provided and received by April 7. Members who return the ballot will be placed in a prize drawing contest to win one of 34 bill credits: a $1,200 bil1 credit, a $600 bill credit, a $250 credit, a $120 bill credit and 30 bill credits of $25.
In addition, the grand prize, a 2010 Ford Ranger pickup track. II also be given away to one of the members who votes absentee.
"We know our members look forward to our Annual Meeting gathering each year," said Ricky Davis, Clay Electric CEO/General Manager. "This decision was not made lightly, but we felt it was in the best interest of our members, employees and the community,"
###

Clay Electric Cooperative is an incorporated, member-owned, not-for-profit electric power supplier. The co-op was chartered in 1937. Headquartered in Keystone Heights, Clay Electric Co-op is one of the largest in the United States, serving approximately 184,000 members in 14 counties. The cooperative has six district offices: Keystone Heights, Orange Park, Lake City, Gainesville, Salt Springs and Palatka.

 

_________________________________________________

March 11, 2021
Keystone Heights, Florida

ABBREVIATED MINUTES OF THE 2021 ANNUAL MEETING OF THE MEMBERS OF CLAY ELECTRIC COOPERATIVE, INC. (March 11, 2021)

The 83rd Annual Meeting of the Members of Clay Electric Cooperative, Inc., was presented in a video format. Because of COVID-19 protocols, advisories from the Center for Disease Control (CDC) and the Florida Department of Health, no in person gathering was held. To protect members and employees from potential exposure to COVID-19, the business portion of the annual meeting was taped and a video of that portion was made available to the members on March 11, 2021. The agenda for that report was an introduction of the Board of Trustees, President Reeves's report, Mr. Davis's CEO/General Manager's report, and a report of the election results for Districts 3, 5 and 7. The Employee of the Year was also announced as Ryan Barnette and Nolan Norwood. A prize list was also announced.

Survey and Ballot Systems, the Cooperative' s third party election vendor, submitted certified election results, first noting that of the 152,752 eligible voters, 2,259 paper ballots were returned and counted. The results of that ballot were reported to the Cooperative and listed in the aforesaid video report as follows:

Trustee for District 3: Susan Reeves received 2,211 votes, with 11 write-in ballots. Trustee for District 5: Dewitt Hersey received 2,211 votes, with 11 write-in ballots. Trustee for District 7: John Henry Whitehead received 2,211 votes, with 16 write-in ballots.

One percent (1%) of the membership was required to constitute a quorum for the election ballot. Mr. Derick Thomas, Chief Public Relations Officers, reported that the Cooperative's membership totaled 152,752. The 2,259 ballots returned exceeded the minimum quorum requirement; hence, a quorum was present for purposes of the election ballot.

Consequently, Susan Reeves was re-elected as Trustee for District 3, Dewitt Hersey was re­ elected as Trustee for District 5, and John Henry Whitehead was re-elected as Trustee for District 7. The term of office is for three (3) years or until they or their successors are re-elected or elected, as the case may be.

The foregoing Minutes of the Annual Meeting of the Members of Clay Electric Cooperative, Inc. scheduled for March 11, 2021, were approved by an affirmative vote of the membership on March 26, 2022.

 

Karen Hastings, Secretary