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HomeMy WebLinkAboutRes 1993 AEA Creation of Bylaws( BY-LAWS January 1993 ALASKA ENERGY AUTHORITY BY-LAWS DEFINITIONS Authority The Alaska Energy Authority. Board The Board of Directors of the Alaska Energy Authority. Chairman The Chairman of the Board of Directors of the Alaska Energy Authority. Executive Director The Executive Director of the Alaska Energy Authority. ARTICLE I-THE CORPORATION Section 1. Name of Authority. The name of the Authority shall be "Alaska Energy Authority." Section 2. Seal. The seal of the Authority shall be circular in form and mounted upon a metal disc suitable for impressing the same upon paper. About the upper periphery of the seal shall be the name of the Authority, in the center of the seal shall be an outline of the State of Alaska, on the lower periphery shall be the words (date formed) and immediately above the date shall be the words "corporate seal." Section 3. Offices of the Authority. The principal office of the Authority shall be located in the Municipality of Anchorage, Alaska. The Authority may have such other offices as the Board may designate or as the business of the Authority may require from time to time. Section 4. Fiscal Year. The fiscal year of the Authority shall be the same as the fiscal year of the State of Alaska. ARTICLE II-BOARD OF DIRECTORS Section I. Board Members, Number of Directors, Tenure. and Oualifications. The Board of Directors shall consist of the following seven directors: the Director of the Office of Management and Budget, three Commissioners of principal executive departments appointed by the Governor, and three public members appointed by the Governor. Section 2. Oath and Disclosure. Each director before entering upon his/her duties shall take and subscribe to an oath to perform the duties of his/her office faithfully, impartially and justly to the best of his/her ability. A record of the oath shall be filed in the Office of the Governor. Each director is required to file a disclosure statement with the Alaska Public Offices Commission. Section 3. Chairman. The Chairman of the Board shall preside at all meetings of the Boa_rd. Except as otherwise authorized by resolution of the Board, the Chairman and the Executive Director shall submit such recommendations and information to the Board as they may cons1dcr proper concerning the business, alTa irs, and policies of the Corporation. Section 4. Vice Chairman. The Vice Chairman of the Board shall perform the duties of the Chairman in the absence or incapacity of the Chairman, and in case of the resignation ?r death of the Chairman, the Vice Chairman shall perform such duties as are imposed on the Cha1nnan until 1Tl~55(1) Page I of6 I I I BY-LAWS January I 993 such time as the board shall select a new Chairman. In the absence or incapacity of the Vice Chairman, or in the case of his/her resignation or death, the Board shall select a new Vice Chairman. Section S. Secretary-Treasurer. The Secretary-Treasurer of the Board shall be the Executive Director of the Corporation and as Executive Director, he/she shall be charged with the ·administration of its business affairs, subject to the direction of the Authority's Board. As Secretary, he/she shall keep the records of the Board, shall act as Secretary of the Board meetings and record all votes, and shall keep a record of the proceedings of the Board in a journal of proceedings to be kept for such purposes, and shall perform all duties incident to his/her office. He/she shall keep in safe custody the Seal of the Authority and shall have power to affix such Seal to all contracts and instruments authorized to be executed by the Board. As Treasurer, he/she shall be authorized and empowered to: I. Have the care and custody of all funds of the Authority. 2. Deposit Authority funds in such banks as he/she may select. 3. Invest corporate funds as directed by statute. 4. Disburse monies for all Authority expenses and obligations. S. Have annual audits made of the books of account of the Authority. He/she shall be directed to: I. Keep regular books of accounts of all financial transactions of the Authority, recording receipts and expenditures. 2. Render such reports and accounting as required by the Board. The compensation of the Secretary-Treasurer of the Board shall be determined by the Board, provided a temporary appointee may serve in the Secretary-Treasurer's stead. The Board, by a majority vote at a regularly called or specially called Board meeting, may by resolution assign to some other person all or part of the above enumerated duties of the Executive Director and Secretary-Treasurer of the Board and may give said person or persons, an appropriate title. Section 6. Contracts. The Board may authorize the Executive Director to enter into any contract or execute and deliver any instrument in the name and on behalf of the Authority, and his/her authority to do so may be general or confined to specific instances. Section 7. Loans. No loans shall be contracted on behalf of the Authority and no evidence ofthe indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances. Section 8. Checks Drafts etc. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Authority shall be signed by the Executive Director or other agents of the Authority and in such a manner as provided by the resolution of the Board. Section 9. Deposits. All funds of the Authority not otherwise employed shall be deposited from time to time to the credit of the corporation in such financial institutions as the Board may select or invested as the Board may direct. 1"1".1955(2) Page 2 or C> ( BY-LAWS January 1993 Section I 0. Additional Duties. The officers of the Board shall perform such other duties and functions as may from time to time be required by the Board or the By-Laws or policies and procedures of the Authority. Section I I. Election or Appointment. The Chairman and Vice Chairman of the Board shall be elected at the annual meeting of the Board from among the members of the Board, and shall hold office for one year or until their successors are elected and qualified; except that the first elected officers shall hold office until the first ensuing annual Board meeting. The Secretary-Treasurer of the Board, who shall be the Executive Director of the Authority as well, shall be appointed by the Board. Any persons appointed to fill the office of Secretary- Treasurer of the Board and Executive Director of the Authority or any vacancy therein, shall have such term as the Board determines, but no member of the Board shall be eligible to this office except as a temporary appointee. The Board shall be authorized to appoint one or more Assistant Secretary-Treasurer(s), who shall be an employee of the Authority. In the absence or incapacity of the Secretary- Treasurer/Executive Director, each person so appointed Assistant Secretary-Treasurer shall be authorized to perform all duties and acts of the Secretary-Treasurer/Executive Director. Section 12. Vacancies. Should the offices of the Chairman and Vice Chairman of the Board become vacant, the Board shall elect a successor from its Board membership at the next regular Board meeting and such election shall be for the unexpired term of said office. When the office of the Secretary-Treasurer of the Board and Executive Director of the Authority becomes vacant, the Board shall appoint a successor as provided in Section 5 or Section I I of this Article. Section 13. Additional Personnel. The Board may from time to time employ such personnel as it deems necessary to exercise its powers, duties and function. The selection and compensation of such personnel shall be determined by the Executive Director. Section 14. Selection of Management Personnel. All Authority employees are employed entirely "at-will". Employees in policy-making senior management positions, typically in salary ranges 23 and above, are subject to dismissal by the Executive Director without application of grievance, disciplinary action, and/or termination policies and procedures that are used for other employees. Current positions in this category include: managers, directors and special assistants in salary ranges 23 and above. Section 15. Board Members or Employees Interest. No Board, member or employee of the Authority shall acquire an interest, direct or indirect, in a grant or loan made by the Authority, or in a contract for materials or services to be furnished the Authority. If a Board member or employee owns or controls an interest described in this section, he/she shall immediately disclose the interest in writing to the Authority. Failure to make such disclosure constitutes misconduct in office. Section 16. Legal Indemnification. a. b. IT.1YSS(J) This section applies to all officers, directors, and employees with respect to claims arising out of acts or events occurring during and in the course of employment or service with the Authority. If the Executive Director, with the advice of the Attorney General, determines that an employee did not engage in conduct beyond the scope of the employee's authority or in conduct which constituted willful misconduct or gross negligence in the performance of the employee's duties, the Authority shall provide for the legal Page 1 of C. i ' BY-LAWS January 1993 ( defense of the employee in any civil legal action brought against the employee as a result of the performance of the employee's duties. Any determination with respect to the conduct of the Executive Director or a board member shall be made by the board of Directors. c. An employee must request the legal defense services available under this section in writing within five (5) working days of service on the employee of a summons and complaint. The date of the request shall be the date of postmark if mailed or the date of delivery if conveyed by some other means. The request must be made to the Executive Director or, in the event the Executive Director or a board member requests such services, to the Board of Directors. Failure to submit a written request within the required five working days relieves the Authority of any obligation under this section. d. The Authority shall have the right to select the attorney who represents an employee. e. Attorneys provided by the Authority will only undertake to defend an employee and will not assert any counterclaims or cross claims on the employee's behalf without the prior written approval of the Authority. f. Except as otherwise provided herein, the Authority will pay any judgment rendered against an employee if it has provided legal services to the employee pursuant to this section. g. If a court of competent jurisdiction determines that the employee acted beyond the scope of the employee's authority or with willful misconduct or gross negligence, then the Authority shall have no liability to indemnifY the employee for any judgment entered against the employee. In such case, any judgment entered against the employee will be borne by the employee. h. An employee shall not be indemnified for any judgment or award of punitive damages. 1. If a court judgment is entered in an employee's favor and the losing plaintiff appeals, the Authority shall continue to defend throughout the appeal process. If a judgment is entered against the employee in the trial court and the Authority is obligated to indemnity against such judgment under this section, the Authority may determine whether an appeal on behalf of the employee is in its best interest. If such a determination is made, the Authority will continue to provide representation for the employee throughout the appeal. If the Authority determines that an appeal would not be in its best interest, the Authority will have no obligation to provide representation for the employee on appeal. ARTICLE III-BOARD MEETINGS Section I. Annual Board Meeting. The annual meeting of the Board shall be held in the month of April of each year at the place and on the date in the month of April, as fixed by the Chairman by telefaxed or written notice to the members transmitted at least tlve days prior to the dale of such annual meeting. Section 2. Regular Board Meetings. The Board shall hold regular meetings at such times and places as may be established by resolution of the Board, but in the absence of such designation ITJ~55(·1) . . . ( BY-LAWS January 1993 then at a place and on a date as fixed by the Chairman. The members of the Board shall have at least five days prior notice of regular meetings; designation of date, time, and place of meeting at the previous regular meeting constitutes sufficient notice to members of the Authority. If a Waiver of Notice and Consent of the absent member is provided, then any and all business may be transacted even though notice of the meeting is not provided to Authority members. Section 3. Special Board Meetings. Special meetings may be called upon request of the Chairman or upon the request of any two members of the Board for the purpose of transacting any business designated in the call. The call for a special meeting may be wired, faxed or mailed to the business or home address of the members of the Board at least 48 hours prior to the date of such special meeting. At such special meeting no business shall be considered other than as designated in the call, but if the members not present have signed a Waiver of Notice and Consent to Meeting, a quorum otherwise being present, any and .all business may be transacted at such special meeting. Public notice for a special meeting shall be accomplished pursuant to Section 4. Section 4. Public Notice. Public notice of all Board meetings shall be given by publication in a newspaper of general circulation of not more than two weeks prior to the meeting and not less than five days prior to the meeting; said notice shall be designed to give the public notice of the meeting and of the general topics to be discussed and considered at the meeting, and shall include a proposed agenda of the meeting. Section 5. Board Information. For each Board of Directors' meeting, the Executive Director and staff shall prepare a packet of information including an agenda, action items, informational items, resolutions, and other information pertinent to the meeting. These board packets will be provided to board members, interested state agencies and non-profit organizations at no charge. One complimentary packet per year will be provided to interested for-profit companies or individuals. An annual subscription rate, based on the cost of producing the report, will be established by the Executive Director for for-profit companies or individuals desiring packets for each board meeting. Section 6. Executive Sessions. Executive sessions may be held in accordance with the procedures and with respect to the expected subjects as set forth m, and in accordance with, AS 44.62.310. Section 7. Quorum. The powers of the authority are vested in the Directors, and four Directors of the Authority constitute a quorum. Action may be taken and motions and resolutions adopted by the Authority at any meeting by the affirmative vote of at least four Directors. A vacancy in the Directorship of the Authority does not impair the right of a quorum to exercise all the powers and perform all the duties of the Authority. Section 8. Order of Business. At the regular meeting of the Board, the following shall be the order of business: l. 2. 3. 4. 5. 6. 7. 8. 9. 10. I"D'i55(5) Establishment of Quorum Approval of Agenda Public Comment (optional) Action Items Information Items Other Business Executive Director Comments Board of Director Comments Public Comment Adjournment Page 5 of C! ( BY-LAWS January 1993 The Chairman may announce changes in the Order of Business during the meeting. All Resolutions shall be in writing and shall be entered in a journal of the proceedings of the Board. Section 9. Voting. Each member of the Board shall have the right to cast one vote on any question voted upon during any meeting. Only those members present, or those persons duly appointed to attend in their absence, may vote. The voting on all questions coming before the Board shall be by roll call, and the "yeas" and "nays" shall be entered upon the minutes of such meeting providing any dissenting votes are cast. Otherwise, resolutions may be shown as unanimous. ARTICLE IV-AMENDMENTS Section I. Amendments to By-Laws. The By-Laws of the Authority shall be amended only with the approval of at least four of the members of the Board at a regular or special Board meeting, but no such amendment shall be adopted at a special Board meeting unless all Board members are present or have been given at least three days written or wired notice thereof, as required by Article III, and a copy of the amendment(s) has been previously given to all of the members of the Board of the Corporation. AMENDMENTS I. Alaska Power Authority By-Laws, original 1978. 2. Resolution 1981-6 of the Alaska Power Authority Board ofDirectors. APPROVED by a (e~Q-0 Authority, the ~day of 1-\AA . 0 vote of the Board of Directors of the Alaska Energy , 199 ~ at Anchorage, Alaska. By:--='-c:I.!:lli..l,.J:,.d...LL-~--.4""==-----­ Secretary-Treasurer ~f\oJ.O. ('... G. OJ" ITJ'I55((,) Page(> or 6