2019 Annual Meeting of Members Minutes

Annual Meeting of Members of 

Powell Valley Electric Cooperative Held at

Thomas Walker High School Ewing, Virginia

September 21, 2019


The annual meeting of Powell Valley Electric Cooperative was held at the Thomas Walker High School, September 21, 2019, with registration beginning at 9:00 a.m. A copy of the meeting notice  is attached.

At 10:00 a.m., the General Manager/CEO, Randell Meyers, welcomed everyone to the Powell Valley Electric Cooperative annual meeting.

Dark Ridge provided musical entertainment  until 11:00 a.m.

The meeting was called to order at 11:00 a.m. by Roger Ball, President of the Board of Directors.

Invocation was given by cooperative employee Danny Sexton.

Board President Ball then called for a moment of silence to honor the memory of a member of the cooperative family who had passed away during the past year.

The   General  Manager introduced John McDaniel, Records Engineer for the cooperative.     Mr. McDaniel  presented the Secretary-Treasurer’s report.

At this time, the General Manager’s report was given. (A copy of his report is attached.) The General Manager also introduced  the cooperative departmental supervisors who gave reports about  the activities in their respective departments for the past year and introduced the employees in their departments.

The General Manager then introduced the following guests, who each spoke briefly to the audience, first asking cooperative employee Jessica Smith, who accompanied the Washington Youth Tour (WYT) participants to Washington, to introduce those students:

(1) Washington Youth Tour participants Messrs. Caleb Daniels, Brandon Meadows, and Blaine Caylor.

(2) Mr. Robbie Ansary, Manager of TVA’s Knoxville Customer Service. Present also from TVA Customer Delivery were Ms. Amy Edge, General Manager, Northeast District, and Mr. Tom Irwin, Program Manager, Northeast District.

(3) Trent Scott, Vice President of Corporate Strategy, for the Tennessee Electric Cooperative Association, Nashville, Tennessee.

(4) Mr. Richard Johnstone, President and CEO of the Virginia­ Maryland-Delaware Association of Electric Cooperatives, Glen Allen, VA. Also present from the Association office were Steven Johnson, Director of Member  &  Public  Relations, and Association Chairman Bob Jones.

At the conclusion of the guests’ remarks, the General Manager presented a silver dollar to the youngest person in attendance, one-year old Penelope Ellis, daughter of Chris and Samantha Ellis, of Tazewell, and he also presented a $25 cash prize to the oldest cooperative member present, World War II veteran Porter Campbell, age 99, of New Tazewell.

At approximately 11:45 a.m. the General Manager announced  that the group would be dismissed for lunch. Dark Ridge provided musical entertainment during the lunch break.

At 1:00 p.m. the meeting reconvened and Board President Roger Ball presided over the business session.

The Board President announced that 352 member-owners had registered, a sufficient number to constitute a quorum.

He then stated that the reading of the notice of the annual meeting could be omitted if there were no objections. There were none, and the reading of the notice was omitted.

The Board President then stated a copy of the minutes of the previous annual meeting were made available to everyone at registration and that if there were no objections, the minutes would stand approved as written. There were no objections, and the minutes stood approved as written.

The Board President announced that he would accept a motion that the reports presented during the morning session be approved. Clyde Caylor made a motion that the reports be approved. Dean Ray seconded the motion and it passed unanimously.

The Board President then introduced Roger Keith Roach, a member of the 2019 Powell Valley EC Nominating Committee. Mr.  Roach read a report of the minutes of the nominating comrnittee meeting. He reported that the following members  had  been nominated at that meeting:

District 4  –  Allen Parkey 

District 5  –  Dr. John Short

District 9  – Gary Russell

The Board President reported that no nominations were made by petition.

He asked if he could have a motion that the slate of nominees listed in the nominating committee report be elected by acclamation. Trent Williams made a motion that the nominees be elected by acclamation and Jack Mullins seconded the motion. The motion passed unanimously.

The  Board  President asked if there was any unfinished business to be brought before the membership. There was none.

The Board President then addressed new business to be brought before the membership. He stated that a change in the  cooperative’s bylaws had been proposed on motion made at the 2018 PVEC annual meeting by cooperative member-owner Patrick Hurley and seconded by member-owner James (Jera) Anderson. This proposed change would add Section 6. Open Meetings to Article V of the cooperative’ s by-laws if approved. The Board President related that members were given notice of the proposed by-law amendment in the cooperative’s magazines and that copies of the proposed by-law change were available to everyone at registration. He asked if anyone in favor of this proposal desired to speak.

Mr. Patrick Hurley spoke in favor of the proposal. He discussed the purpose of making the motion last year and what he wished to accomplish through approval of the proposed amendment.  He reviewed the principal provisions of the proposed Open Meetings bylaw amendment as presented. He acknowledged  that board meetings are currently open; however, he added that the bylaw change would protect the members from what might happen in the future – that the board meetings could become closed.

Following Mr. Hurley’s discussion, the Board President asked if there was anyone opposed to the proposal who wished to speak. Cooperative member Daniel England spoke, relating that the cooperative has always provided superior service. It was always his understanding that board meetings are open. His concern, from a neutral position, was whether there would be added costs if the bylaw change passed, and he asked for an answer to that question. Attorney David Stanifer,  general counsel for the cooperative, responded. He confirmed that board meetings are open and that members may attend the meetings. He explained there would be costs. The proposed bylaw change calls for the board minutes to be available within five days of the meetings; therefore, within five days of every meeting the board would have to be called together to adopt and approve the minutes. There would be extra costs associated with calling another meeting within five days. Further discussion was held.   The Board President then announced there was a call for the question. He announced a vote would now be taken on the motion to approve the proposed bylaw change regarding open board meetings, streaming of the meetings and availability of the  board minutes within five days as presented at the 2018 annual meeting and as published in the official notice in the cooperative’s magazines. There was discussion concerning the ability and the procedure to make additional motions. The Board President then called for a vote, with members using fans provided at registration. After voting ceased the Board  President announced that the motion concerning the proposed  bylaw change had failed. (The vote as recorded by the vote counters: 19 Aye, 231 Nay)

The Board President asked if there was any further new business. 

Mr. William Kornrich addressed the members to propose a motion. He made a motion proposing adding a new section in Article V of the by-laws that will be included with notice of the next annual meeting of the members so that the amendment may be voted on in accordance with Article XIV of the by-laws at the 2020 annual meeting. He then read aloud the proposed new section of the by-laws (attached). Lynn Tobey seconded the motion. The Board President asked if there was discussion. There was none. He then called for a vote on the motion. Discussion followed regarding the procedure. Following the discussion, the Board President again called for a vote on the motion.  After voting ceased, he announced the motion failed.

The Board President asked if there was further new business. There was none. He then asked for a motion to adjourn the meeting. Tony Seals made a motion to adjourn the meeting. Dwight Snodgrass seconded the motion. He announced the meeting adjourned and the drawing for the prizes would now be held.

The drawing was conducted by Jason Stapleton, Jonesville Area Supervisor,  assisted  by  Gary  Hatfield,  Ronnie  Williams,  Joey Southern, Brad Coppock, Bo Goodin, and John McDaniel.

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