Attorney short circuits HEMC business meeting
Wed, 07/26/2017 - 12:05am NortheastG1
An afternoon of fun and games, gospel singing and barbecue at Habersham Electric Membership Corp.’s annual meeting Thursday, July 20, turned snippy as the membership turned to the business portion of the session.
Members filled approximately two-thirds of the auditorium at Habersham Ninth Grade Academy, the site of the meeting in Mt. Airy.
After Rick Wood, chairman of HEMC’s board of directors, welcomed the membership and noted HEMC’s accomplishments during the year, he turned the business part of the meeting over to HEMC’s attorney, Janney Sanders, of Toccoa law firm, Sanders, Ranck & Skilling, P.C.
During the first order of business, Sanders conducted an election of directors to three open board seats. Wood, William A. “Billy” Cantrell and Frank McCrackin were the sole nominees for the seats they currently held, and they were re-elected by acclamation.
With no unfinished business, Sanders moved on to new business.
Charles Brown, of Sky Lake in Sautee Nacoochee, rose to speak, saying he had a number of questions and comments he would like to address with the board of directors.
But Sanders quickly sought to turn aside the direction in which Brown was headed, saying “this is a business session of HEMC. It is not a question-and-answer session.”
Sanders told Brown he needed to make a motion of some sort in order to be recognized and that the meeting was being operated under Robert’s Rules of Order.
The meeting “is not the time or place for questions,” Sanders said, but he did note the board “ic looking at having one or more listening sessions” to be scheduled later, where members “would have an opportunity to come and ask questions.”
“Under the circumstances,” Sanders said, “I will give you, Mr. Brown, three minutes to make a comment. Again, we’re not going to go into a question-and-answer session,” but Brown could make a motion according to Robert’s Rules of Order.
“First sir, you mis-state the law,” Brown said, objecting to Sanders’ statement, saying Georgia law pertaining to EMCs, particularly EMC annual meetings, prevailed. Brown quoted Georgia code specifically regarding EMCs saying, “… any matter relating to the affairs of the EMC, whether stated in the meeting notice or not, may be brought up for action by members.”
But Sanders said he was familiar with the code, pertaining to “any action to be taken could be brought up at the meeting.
“That does not mean it is a question-and-answer session,” Sanders said.
Brown objected “to the ruling of the chair,” saying, “it was consistent with the railroad we’ve seen here tonight.”
Brown then addressed the board of directors’ election process the membership had just gone through. The nominating committee was appointed by the board of directors and “no one has been nominated except the three people already serving, to include you Mr. Wood. So this meeting is more like a coronation than an election,” Brown said, speaking of democracy and traditions “we were reared by.”
Brown then addressed the issue of compensation for members of HEMC’s board of directors, a matter which had been presented to the board earlier, but not acted on. But Sanders said he wasn’t familiar with such a motion having been previously presented to the board and asked for a motion to be made. Brown, as he prepared to make his motion, noted “compensation, if any, shall be on a per-diem basis.”
As Sanders stated Brown had 30 seconds remaining, Brown said, “you have no right to rule me out of order as I am making a motion.”
“I have, as the chair, the right to set the time for your comments,” Sanders said.
Brown’s motion was director pay going forward “be limited to $500 a day,” and be limited to no more than two days per month, as well as that directors be reimbursed for expenses.
With the motion seconded, Sanders said Brown had “a moment” to discuss his motion. Brown went to the topic of board member compensation, complaining that Wood refused to disclose his annual compensation, referring such matters of board and CEO pay to HEMC’s attorney.
He noted that Wood had received $106,784 in compensation over a three-year time frame from HEMC. The membership has no idea if board members are entitled to company insurance programs or have eligibility to retirement plans, Brown said.
As Brown continued his complaints about board of director pay, Sanders sought to cut him off, saying he was calling for a vote.
“You have no right to cut me off,” Brown said. Doing so “makes this seem like a railroad. …” He also noted others wanted to speak.
Things became edgier, with a person at the back of the auditorium hollering, “I’d like to make a motion. How about we throw him out,” which drew applause from a large number of people. Another man stood, saying he would like to make a motion and was immediately recognized by Sanders, who asked him why he had risen.
With a lot of audience muttering taking place, Brown complained that he had a motion on the floor, but Sanders said “there are motions which take precedence over motions on the floor.
“I call for adjournment,” the man said.
The motion was quickly seconded. Sanders then said, according to Robert’s Rules of Order, “a motion to adjourn takes precedence over any other motion on the floor.”
Some members of the audience hollered out “railroad” as Sanders called the vote.
“A very large majority” of the audience voted to adjourn, Sanders said, but Brown disputed that.
“I didn’t see many hands at all,” Brown said.
Shouts from a contingent of the audience of “railroad” resulted in a vote by audience members standing, which also showed a majority favoring an end to the meeting. Brown also found his microphone had been disabled.
The motion to adjourn carried, Sanders said.
“Way to go board,” someone shouted as the board left the stage and as HEMC employees prepared to award door prizes.
“That was a wrong use of Robert’s Rules of Order,” Brown told The Northeast Georgian July 22. He noted “Robert’s controls unless state law displaces that.”
The way the meeting ended was “part of a calculated, pre-planned” action, Brown said. He added the board follows “a pattern of hiding the ball” when it comes to dispensing information.
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