LUMBEE RIVER ELECTRIC MEMBERSHIP CORPORATION

REGULAR MEETING OF THE BOARD OF DIRECTORS

Jiu'ie 18, 2019

5:30 PM

Pursuant to due notice thereof, a meeting of the Board of Directors of the Lumbee River Electric MembershipCorporation was held at the Corporation's headquarters in Pembroke, North Carolina.

Board of Directors Present: Chairman Ronnie E. Hunt, Vice Chairman James Hardin, Secretary Carl A. Pevia,

Roger Oxendine, Larry Jones, Erice Locklear, Autry Lowry, Lacy Curnmings, Sherg Carter, Madie Rae Locklear, Brenda

Jacobs and Ilene Oxendine.

Board of Directors Absent: Treasurer Spencer Locklear. : Yes

Also, present were

CEO Carmen Dietrich, Kim Chavis, Executive Assistant, Mark Walters, Director of Corporate Safety, Lea

Hewett, VP of Finance, Caleb Malcom, VP of Info. Technology, Chris Locklear, VP of Eng. & Operations, Walter White,

VP of Corp. Services, Don Schapp, D. Schaap & Associates, LLC, Barbara Valentine, McNeary Consuiting Services,

Arlie Jacobs general counsel, Hiu'it & Brooks, PLLC and Crystal L. Graham, general counsel, Graham Law Firm, PLLC.

1. Call to Order: Chairman Ronnie Hunt called the meeting to order, with Secretary Carl A. Pevia, providing the

invocation.

2. Safety Briefing: Mark Walters, Director of Corporate Safety provided an emergency evacuation plan for the

Corporate Headquarters.

3. Member Comments: No Member(s) addressed the Board.

4. Recognition of Pole Top Rescue Competitor(s): CEO Carmen Dietrich, awarded the LREMC participants

Cameron Clark - r' Class PLT, and William Dockery - General Foreman-OH & UG Constructiori with gi:as of

appreciation for their representation of the Corporation at the Competition. Mark Walters, Director of Corporate

Safety presented a video demonstrating the skills and speed necessary to participate in the Competition.

5. Approva} of Minutes: A motion was duly made and resolved to approve the minutes of the regular board

meeting of May 28, 2019 by Secretary Carl A. Pevia, Director Autry Lowry seconded; with no dissenting votes,

motion carried.

6. Executive Session: A motion was duly made and resolved to enter into Executive Session by Director LargJones, Director Roger Oxendine seconded; with no dissenting votes, motion carried.

A. Insurance Renewal: Barbara Valentine of McNeary Consulting Services offered a presentation of all Insurance

quotes participating in the Bid process and made a recommendation from the information provided during thebidding process allowing all directors present an opportunity to question her findings as well as her

recommendation.

B. Policy Question to allow Director participation by telephone or any other electronic means was tabled by theChairman, Ronnie Hunt to be addressed at the Policy meeting.

A motion was duly made and resolved to exit out of Executive Session by Director Roger Oxendine, DirectorErice Locklear seconded; with no dissenting votes, motion carried.

Reports:

A. Safety Report: Mark Walters, Director of Corporate safety presented the safety report indicating one incidentand no loss of time for the month of May. A motion was duly made and resolved to approve the Safety Report byVice Chairman James Harden, Director Lacy Cumrnings seconded; with no dissenting votes, motion carried.

B. Secretary Report: Secretary, Carl A. Pevia reviewed the Secretary Report with the directors. A motion wasduly made and resolved to approve the Secretary Report by Director Lacy Curnrnings, Director Roger Oxendineseconded; with no dissenting votes, motion carried.

C. Treasurer Report: (Form 7) Chairman Roru'ie E. Hunt reviewed the Treasurer Report (Form 7) with thedirectors for the month of May. A motion was duly made and resolved to approve the Treasurer Report (Form 7)by Director Roger Oxendine, Director Lacy Cummings seconded; with no dissenting votes, motion carried.

D. Financial Report: Lea Hewett, VP of Finance reviewed the Financial Report with the directors for thecorporation for the month of May. A motion was duly made and resolved to approve the Financial Report byDirector Lacy Curnmings, Director Erice Locklear seconded; with no dissenting votes, motion carried.

1. May Estate Retirements: Lea Hewett, VP of Finance reviewed the May, 2019 Estate Retirements. A motionwas duly made and resolved to approve the Estate Retirements Report by Director Lacy Cumrnings, DirectorErice Locklear seconded; with no dissenting votes, motion carried.

E. Attorney's Report: Arlie Jacobs general counsel, Hunt & Brooks, PLLC indicated that there was nothing oflegal consequence to report. Crystal Graham, general counsel, Graham Law Firm, PLLC requested to report inExecutive Session.

CEO & Staff Report:

A. LREMC Technologies Update: Caleb Malcolm, VP of info Technology gave an update for LREMC Fiber &Tecbnologies providing Financials YTD & May 2019 with monthly expenditures for construction andMaintenance,

B. LREMC Newsletter: Walter White, VP of Corp. Services gave the directors an update on the July 2019LREMC Newsletter specifically addressing new way to communicate and engage corporate members.

C. HQ Update: Chris Locklear, VP of Eng. & Operations gave an update on the Pembroke HQ Project includingthe current payment schedule providing a total to date for June 2019 and Don Schapp, Consultant of D. Schaap &Associates, LLC provided a building update for all punch list items as well as an update on all currentconstruction progress including repairs and adjustments due to operation.

Other Business:

A. Upcoming Meetings and Training: Kim Chavis, Executive ASsistant provided a save the date for the holidayschedule and office closings as well as schedule trainings and Corporate meetings.

B. Move July Board Meeting: A motion was duly made and resolved' to Move the regularly scheduled BoardMeeting to July 23, 2019 to comply with aru'iual meeting bylaw requirements by Director Roger Oxendine,Director Larry Jones seconded; with no dissenting votes, motion carried.

C. Policy Committee Meeting: A motion was duly made and resolved to schedule Policy CornrnitteeMeeting to July 11, 2019 by Director Roger Oxendine, Director Larry Jones seconded; with no dissenting votes,motion carried.

10. Matters of Interest to Directors: Secretary Carl A. Pevia, moved to establish a Board of Directors Scholarship toassist Cornrnunity College Students caring a minimum of 16 credit hours to be structured in compliance with allother LREMC scholarship programs and voluntarily funded by Directors. Matter was tabled to be addressed at theJuly Board meeting.

11. Executive Ses:sion: A motion was duly made and resolved to enter into Executive Session by Secretary Carl A.

Pevia, Director Madie Rae Locklear seconded; with no dissenting votes, motion carried.

A. Personnel Matters: CEO Carmen Dietrich provided a personnel update of new hires, open interviews, and

vacant positions.

B. Insurance Renewal: Chairman, Ronnie E. Hunt opens the floor for final questions, discussions, and concems

regarding the Insurance quotes/bid information provided by McNeary Consulting Services.

C. Attomey Report: Crystal Graham, general counsel, Graham Law Firm, PLLC provided the Directors a policy

and Bylaw review of LREMC rules regarding Conflict of Interest and the appearance of Conflicts.

A motion was duly made and resolved to exit Executive Session by Director Roger Oxendine, Director Larry

Jones seconded; with no dissenting votes, motion carried.

Upon exiting the Executive Session Chairman Ronnie E. Hunt, called the Insurance Renewal for a vote, A motion

was duly made and resolved to award the Insurance Bid to Federated Insurance Company by Director Larry

Jones, Director Roger Oxendine seconded; with a showing of hands 7 affirmed with 2 dissenting votes, motion

carried by a majority vote with 3 Directors abstaining from voting or showing of hands.

A motion was duly made and resolved to increase the Commercial Umbrella Policy Limit of Liability to $10MM

by Secretary Carl A. Pevia, Director Madie Rae LocUear seconded; with no dissenting votes, motion carried.

12. A motion was duly made and resolved to adjourn the meeting by Director Roger Oxendine,

Director Madie Rae Locklear seconded; with no dissenting votes, motion carried.

Signed By:

A. Pevia, Secretary

LREMC Board of Directors

Recording Officer's Certification: I, Crystal L. Graham, general counsel for LREMC, Graham Law Firm, PLLC. do

hereby certify that these minutes were properly recorded during the regular meeting of the Board of Directors of the

Lumbee River Electric Membership Co7C, i,on, h,LeJd, 7,,C Y7am, ,tLawAJ,8to2mOle9y

RESOLUTION #2019-01

LUMBER RIVER ELECTRIC MEMBERSHIP CORPORATION

July Regularly Scheduled Board Meeting

WHEREAS, on June 18, 2019 the LREMC Board of Directors resolved that the July's regularly

scheduled Board Meeting set for July 16, 2019 should be rescheduled to comply with the annual

meeting bylaw requirements; and

WHEREAS, a Motion was duly made to reschedule the Regular meeting of the Board of Directors set

for July 16, 2019 to July 23, 2019 by Director Roger Oxendine, Director Larry Jones seconded; with

no dissenting votes, motion carried; now therefore be it,

RESOLVED, that the LREMC Board of Directors authorize the rescheduling of the July's regularly

scheduled Board Meeting from July 16, 2019 to July 23, 2019.

Adopted the 1 8"' day of June, 2019.

RECORDING OFFICER'S CERTIFICATION

I, Crystal L. Graharn, general counsel for LREMC, Graham Law Firm, PLLC. do hereby certify that

this resolution was properly adopted and recorded during the regular meeting of the Board of Directors

of the Lumber River Electric Membership Corporation held on June 18, 2019.

RESOLUTION #2019-02

LUMBER RIVER ELECTRIC MEMBERSHIP CORPORATION

Insurance Renewal

WHEREAS, on June 18, 2019 the LREMC Board of Directors reviewed the Recommendation of

Barbara Valentine of McNeary Consulting Services after her presentation of all Insurance quotes

participating in the Bid process and allowing all directors present an opportunity to question her

findings as well as their recommendation resolved that the Insurance Bid should be awarded to

Federation Insurance; and

WHEREAS, Chairman Ronnie E. Hunt, called the Insurance Renewal for a vote, A motion was duly

made and resolved to award the Insurance Bid to Federated Insurance Company by Director Larry

Jones, Director Roger Oxendine seconded; with a showing of hands 7 affirmed with 2 dissenting votes,

motion carried by a majority vote with 3 Directors abstaining from voting or showing of hands; and

WHEREAS, a motion was duly made and resolved to increase the Cornrnercial Umbrella Policy Limits

of Liability by Secretary Carl A. Pevia, Director Madie Rae Locklear seconded; with no dissenting

votes, motion carried; now therefore be it,

RESOLVED, that the LREMC Board of Directors authorize the awarding of the Insurance Contract to

Federated Insurance and increasing the Commercial Umbrella Policy Limits of Liability to 10 million

Dollars.

Adopted this the 18'h day of June, 2019.

e E. Hunt,

LREMC Board of Directors

A. Pevia, Secretary

LREMC Board of Directors

RECORDING OFFICER'S CERTIFICATION

I, Crystal L. Graham, general counsel for LREMC, Graharn Law Firm, PLLC. do hereby certify that

this resolution was properly adopted and recorded during the regular meeting of the Board of Directors

of the Lumber River Electric Membership Corporation held on June 18, 2019.

L. Graham, Attorney at Law