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HomeMy WebLinkAbout4 Gov Body Resolutionl ALASKA VILLAGE ELECTRIC COOPERATIVE, INC. 1 Delegations of Authority from the Board of Directors to the President & CEO I. OBJECTIVE To define the delegations of authority and responsibilities from the Board of Directors to the President and Chief Executive Officer to enable him/her to adequately direct the operations of Alaska Village Electric Cooperative, Inc. and to report to the Board on the results achieved. II. POLICY A. Planning 1. Policies To formulate, with the staff as appropriate, the policies of Alaska Village Electric Cooperative to be recommended by the President and Chief Executive Officer to the Board of Directors for their consideration. Such policies shall be reviewed by the President and Chief Executive Officer at least once a year and a recommendation made to the Board on any revisions required. 2. To develop, with the staff, the viewpoints, objectives and goals of Alaska Village Electric Cooperative and to review periodically these objectives and goals, as well as the results achieved, with the Board. 3. Long and Short -Range Plans 4. 5. To conduct studies with the staff and outside consultants, if necessary, and recommend to the Board short and long-range plans, including plans in such areas as system studies, engineering work plans, power requirements and load forecasts, financial forecasts, energy management, member and public relations, construction, facilities, etc., and to report to the Board on results compared to such plans. Membership Meetings To develop, with the staff, plans for annual and other meetings of Alaska Village Electric Cooperative, and to make appropriate recommendations to the Board. Work Plans and Budgets To formulate, with the staff, annual work plans and budgets for Alaska Village Electric Cooperative and recommend them to the Board for their consideration,and to provide detailed quarterly reports on revenue, expenses and other results compared to such plans. 3 Grant Application 2001.1 Applicant Eligibility Delegations of Authority from Board to President & CEO 6. Legislation To analyze and determine, with the Board and with the staff and in coordination with organizations such as Alaska Rural Electric Cooperative Association (ARECA) and the National Rural Electric Cooperative Association (NRECA), state and federal legislative and regulatory matters to be proposed, supported or opposed consistent with Cooperative goals and philosophy. B. Organization 1. Organization Structure a. To periodically review activities of Alaska Village Electric Cooperative and to determine with the staff as appropriate, the organization structure best suited to carry out the overall objectives of Alaska Village Electric Cooperative within the limitations of the budget. b. To determine, with the appropriate staff members, the need for additional positions, the transfer, reassignment, or elimination of present positions, and to effect such changes, provided they are within the limitations of the personnel costs of the approved budget. 2. Selection of Personnel a. To develop or approve standards and qualifications for use in recruitment, transfer, and promotion of personnel. Such standards and qualifications should meet all federal and state legal requirements. b. To select, appoint, transfer, promote, demote, discipline and terminate personnel. 3. Training a. To ensure that the staff members are trained in accordance with the qualifications and requirements of their positions. b. To initiate and promote, through appropriate staff, training programs for all personnel within the limitations of the approved budget, including sending personnel to training programs outside the organization. Performance Appraisals a. To appraise, at least annually, the performance of immediate staff members and to counsel with them and assist them to develop and improve. 2001. 2 IS Grant Application Applicant Eligibility Delegations of Authority from Board to President & CEO b. To ensure that a performance appraisal program is established and carried out for all personnel and that t adjustments for those outside the bargaining unit are based on merit. 5. Position Descriptions To ensure that written position descriptions and job specifications are prepared and reviewed as necessary for all personnel. 6. Fringe Benefits To administer or approve activities and actions with respect to annual leave, holidays, and other fringe benefit programs for the personnel within established policies and within the limitations of the budget. A report shall be presented annually to the Board or committee of the Board describing the various benefits and employee and employer contribution, if any, and what percent fringes are of payroll. 7. Consultants a. To recommend to the Board the employment of general counsel and independent auditors, and contracts and agreements for their services with the committee making an appropriate recommendation to the Board. b. To select and appoint other outside specialized consultants, and to negotiate contracts or agreements for services of such specialized consultants, within the limitations of the work plan and budget, and to advise the Board of actions taken. C. To report to the Board periodically on services provided and the fees received by principal consultants. 9. Wage and Salary Administration a. To develop wage and salary policy and present it to the Board for approval. b. To determine all salaries, except the President and Chief Executive Officer's, within the Board approved wage and salary policy and within the limitations of the budget. 'A report is to be provided to the Board annually on the administration of the wage and salary policy. 9. Labor Relations a. To negotiate, with or without consulting assistance, labor contracts and make appropriate recommendations to the Board. 2001.3 AVEC - RUS Grant Application Applicant Eligibility L���al Delegations of Authority from Board to President & CEO b. To administer the approved labor contract and see that the appropriate supervisors understand the provisions of the contract and its administration. C. Operations 1. Overall Administration a. To direct the day-to-day operations and activities of Alaska Village Electric Cooperative. except as specified otherwise by the By -Laws or the Board; to delegate authority to immediate staff; to authorize further delegation of authority to any level of management with full recognition that the President and Chief Executive Officer cannot be relieved of overall responsibility or accountability. b. To manage operations of Alaska Village Electric Cooperative in accordance with the policies of the Board and in accordance with policies and procedures of RUS and other lending institutions; as well as applicable federal, state, and local laws. C. To designate an appropriate person to serve as Acting President and Chief Executive Officer in an extended absence of the President and Chief Executive Officer. In case the President and Chief Executive Officer becomes incapacitated, the Assistant President and Chief Executive Officer shall serve temporarily as Acting President and Chief Executive Officer until the Board of Directors takes appropriate action, at a meeting to be convened as soon as possible. d. To ensure that staff advice and assistance is provided to the Board and its committees, and to participate in the deliberation of these committees as requested or required. e. To accept invitations to participate in or designate other staff members to participate in national, regional, state, and local meetings which further the best interests of Alaska Village Electric Cooperative, within the limitations of Board policy and the approved budget. Participation by the President and Chief Executive Officer in such activities which require considerable time over a sustained period requires the approval of the Board. The President and Chief Executive Officer's serving on the board of other organizations shall be reported to the Board. f. To serve as the authorized spokesperson for Alaska Village Electric Cooperative on matters and to keep the Board up-to-date and well informed on such matters. 2001.4 S Grant Application Applicant Eligibility Delegations of Authority from Board to President & CEO g. The President and Chief Executive Officer shall take all necessary steps in the event that the Cooperative is served with legal process to protect all interests of the Cooperative with respect to such litigation and such matters shall be brought to the attention of the Board at the next scheduled meeting. 2. Membership Services To direct membership services in such areas as, but not necessarily confined to, public and member relations, load management, energy conservation, communications, and research as authorized by the Board, 3. Legislation a. To develop and carry out, in coordination with organizations such as ARECA and NRECA, and within expressed Board philosophy, a legislative program furthering Alaska Village Electric Cooperative's objectives and policies. Such a program will include, but not be limited to, research, preparation, and presentation of testimony before appropriate committees, consultation with members of Congress, the State Legislature, and state and federal administrative and regulatory agencies. b. To participate with allied groups to obtain their increased understanding and support of Alaska Village Electric Cooperative's legislative and regulator ,objectives and programs. 4. Financial a. To make expenditures in accordance with the approved budget, including approval of non -budget items up to $100,000 or all non -budgeted items which, in his judgement are vital to effect unanticipated emergency maintenance or repairs. Non -budgeted items exceeding $100,000 which are not items vital to effect unanticipated emergency maintenance or repairs, must be presented to the Board for approval. b. To invest or reinvest funds, cash investments when due, and cash government bonds, when and if necessary to protect Alaska Village Electric Cooperative's cash Position and to carry out an effective cash management program. Investments will generally be made in CFC securities, in federal government insured or guaranteed securities or in other securities approved by the lending agencies. C. To authorize and approve the travel expenses of personnel except the President and Chief Executive Officer's on 2001.5 AVEC — RUS Grant Application Applicant Eligibility Delegations of Authority from Board to President 6 CEO company business within the limitations of the budget and within established policy. Such expenses shall be supported by itemized expense accounts with receipts ' attached, as appropriate. Expenses of the President and t Chief Executive Officer will be reviewed by the Secretary/Treasurer. d. To approve account systems, procedures, statistics, and types of reports necessary for sound financial management and to meet the requirements of lending and regulatory agencies and for necessary control information required by the Board. e. To purchase or lease all equipment, vehicles, hardware, furniture, materials, and supplies within the. guidelines of the budget. All purchases shall comply with RUS policies or procedures. f. To negotiate contracts for construction in accordance with RUS procedures. The contracts will be awarded in accordance with RUS procedures so construction completed can be reimbursed from loan funds without delay. g. To execute and deliver purchase orders or contracts for projects previously approved by the Board. h. To approve and sign changes under contracts previously approved by the Board and RUS if under $50,000. Those changes in. excess of $50,000 are to be reported to the Board at the next Board meeting and all changes are to be approved by RUS if appropriate. i. To authorize individual memberships in civic clubs and organizations in which he/she thinks of him/herself or staff members would be beneficial and to authorize payment of dues by Alaska Village Electric Cooperative within the limitations of the budget. Professional registration fees will only be paid for registration in the State of Alaska, if such registration is desirable or required. j. To execute and delivery on behalf of Alaska Village Electric Cooperative agreements essential to the management of the Cooperative, such as affidavits, agreements, and leases to implement Board actions. k. To negotiate franchises and execute all petitions and documents in relation thereto; to acquire by purchase or lease all easements and power plant sites and execute, deliver and accept all documents relating thereto; to execu-te.....,*and. ..deliver all environmental studies and reports Eo'"make•application for all permits relating to the operations of Alaska Village Electric .Cooperative's design, route, and determine the site for all facilities. 2001.6 AVEC — RUS Grant Application Applicant Eligibility Delegations of Authority from Board to President & CEO 1. To perform all acts necessary or incidental to the management ` of the operations of Alaska Village Electric Cooperative, unless such acts are specifically reserved to the Board pursuant to law, and Articles of Incorporation, the By -Laws, or policies. 5. Controls a. Operations To submit periodic and special reports to the Board on conformity of operations with approved policies and programs; to recommend any revisions requiring Board approval and to direct any remedial action required. b. Finances To submit periodic and special financial reports to the Board to keep them informed of Alaska Village Electric Cooperative's financial position and conformance to financial plans and forecasts, and to see that all Persons having access to cash or responsible for Purchasing of materials are properly bonded in accordance with all requirements of the lending agencies. C. Budgets To report quarterly to the Board on revenues and expenditures compared .to budget. To recommend any revisions required, and to direct any necessary remedial action. d. Annual Financial Audit To participate with the Board in the review, with the auditor present,. of the annual financial audit and management letter and to direct any remedial action required and to ensure that the management letter, along with the Audit Report, is sent to each Board member prior to the meeting at which they are to be discussed. e. Materials Management 1. To determine the amount of and establish proper control of all physical inventories to minimize investment in inventories needed to meet operating and construction needs. 2. To ensure that a system is established to accurately account for all materials used. f. Member Complaints To submit periodically to the Board an analysis of member 2001.7 AVEC - RUS Grant Application Applicant Eligibility Delegations of Authority from Board to President & CEO complaints and to take any corrective action required or to recommend appropriate revisions in Board policy. g. Reliability of Service To submit annually to the Board a report on service reliability and any remedial action taken. h. By -Laws To report to the Board on annual review with the General Counsel of the By -Laws and to recommend any revisions required. i. Availability of Power Supply To report periodically to the Board on load growth compared to the power requirements studies and to recommend plans to meet anticipated growth to ensure an adequate and reliable supply for the members at the lowest possible cost consistent with sound business and management practices. j. Rates To continually study power and other costs compared to projections and to recommend to the Board, as far in advance as possible, any changes in retail electric rates necessary to maintain financial strength and stability and to meet all requirements of lending and regulatory agencies. k. Construction To review construction practices with appropriate staff to make sure projects are being constructed in accordance with RUS policies and procedures so that reimbursement for completed construction can be obtained promptly. 1. Internal Auditing To independently assess the adequacy, effectiveness and efficiency of the system of control within the organization and the quality of ongoing operations against policies and procedures established by management and/or the Board, and rules of RUS and other lending institutions; as well as applicable federal, state and local laws. IV. RESPONSIBILITY A. The President and Chief Executive Officer shall report to the Board periodically on how these delegations are being carried 2001.8 AVEC — RUS Grant Application Applicant Eligibility Delegations of Authority from Board to President & CEO out. Chairman of the Board shall be kept appraised of all major issues on a regular basis between all Board Meetings. The President and Chief Executive Officer may delegations to his staff as required. y make further B. The Board is responsible for approving any changes in the delegations to the President and Chief Executive Officer. C. The Chairman shall be responsible for seeing that the performance of the President and Chief Executive Officer is appraised prior to his/her anniversary date each year by the Executive Committee of the Board and that a report is made at a subsequent meeting to the full Board, on the results of such appraisal, and that the results of such appraisal are discussed with the President and Chief Executive Officer. Date Adopted: 3-23-92_ Resolution # 92-18 Date Revised: 5_ 05=00 Resolution # 00-37 ATTEST: �• , v �U 2001. 9 AVEC - RUS Grant Application Applicant Eligibility RESOLUTION 00-37 Delegations of Authority from the Board of Directors To the President & CEO WHEREAS, the policy for delegation of authority from the Board of Directors to the General Manager has been reviewed; and WHEREAS, the title of General Manager has been changed to President & CEO and this change has been made in the policy noted above. NOW, THEREFORE, BE IT RESOLVED that the attached updated policy for delegation of authority from the Board of Directors to the President & CEO is approved. Certification 1, Julia A. Walker, Secretary, do hereby certify that the above is a true and correct excerpt from the minutes of the meeting of the Board of Directors of the Alaska Village Electric Cooperative, Inc., 4831 Eagle Street, Anchorage, Alaska 99503, on the 5th day of May 2000, at which meeting a quorum was present. (se -AS EiECTqA•� '9LASKp' �1,10811a••s*", AVEC — RUS Grant Application 0uliaWx L 6(. lir� alker, Secretary las a Village Electric Cooperative, Inc. 2001.10 Applicant Eligibility