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HomeMy WebLinkAboutAEA Board Bylaws 1993Se cht Sr ectweafoaiaaesee ger yw."gssatpiune ALASKA ENERGY AUTHORITY BOARD OF DIRECTORS BYLAWS. So aks seste 3 ponte ae She 2/3phe9 ve Hs "f S xg,a obSseaiw,ae AN I,soe me oh,beh te wa a a PAW tS aieERTR,TAOS Se ae atie rent 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 metaldiscsuitableforimpressingthesameuponpaper.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 theMunicipalityofAnchorage,Alaska.The Authority may have such other offices as the Board maydesignateorasthebusinessoftheAuthoritymayrequirefromtimetotime. Section 4.Fiscal Year.The fiscal year of the Authority shall be the same as the fiscal year of theStateofAlaska. ARTICLE IT -BOARD OF DIRECTORS Section 1.Board Members,Number of Directors,Tenure,andQualifications.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 Board. 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 consider proper concerning the business,affairs,and policies of the Corporation. Section 4.Vice Chairman.The Vice Chairman of the Board shall perform the duties of theChairmanintheabsenceorincapacityoftheChairman,and in case of the resignation or death of the Chairman,the Vice Chairman shall perform such duties as are imposed on the Chairman until IT3955(1)Page 1 of6 BY-LAWS January 1993 such time as the board shall select a new Chairman.In the absence or incapacity of the ViceChairman,or in the case of his/her resignation or death,the Board shall select a new ViceChairman. Section 5._Secretary-Treasurer.The Secretary-Treasurer of the Board shall be the ExecutiveDirectoroftheCorporationandasExecutiveDirector,he/she shall be charged with theadministrationofitsbusinessaffairs,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 Boardmeetingsandrecordallvotes,and shall keep a record of the proceedings of the Board in a journalofproceedingstobekeptforsuchpurposes,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 SealtoallcontractsandinstrumentsauthorizedtobeexecutedbytheBoard. As Treasurer,he/she shall be authorized and empowered to: Have the care and custody of all funds of the Authority.Deposit Authority funds in such banks as he/she may select.Invest corporate funds as directed by statute.Disburse monies for all Authority expenses and obligations.Have annual audits made of the books of account of the Authority.WAWNEHe/she shall be directed to: 1.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 byresolutionassigntosomeotherpersonallorpartoftheaboveenumerateddutiesoftheExecutiveDirectorandSecretary-Treasurer of the Board and may give said person or persons,anappropriatetitle. Section 6.Contracts.The Board may authorize the Executive Director to enter into any contractorexecuteanddeliveranyinstrumentinthenameandonbehalfoftheAuthority,and his/herauthoritytodosomaybegeneralorconfinedtospecificinstances. Section 7.Loans.No loans shall be contracted on behalf of the Authority and no evidence of theindebtednessshallbeissuedinitsnameunlessauthorizedbyaresolutionoftheBoard.Suchauthoritymaybegeneralorconfinedtospecificinstances. 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 theExecutiveDirectororotheragentsoftheAuthorityandinsuchamannerasprovidedbytheresolutionoftheBoard. Section 9.Deposits.All funds of the Authority not otherwise employed shall be deposited fromtimetotimetothecreditofthecorporationinsuchfinancialinstitutionsastheBoardmayselectorinvestedastheBoardmaydirect. 1T3955(2)Page 2 of6 BY-LAWS January 1993 Section 10.Additional Duties.The officers of the Board shall perform such other duties andfunctionsasmayfromtimetotimeberequiredbytheBoardortheBy-Laws or policies andproceduresoftheAuthority. Section 11.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 electedofficersshallholdofficeuntilthefirstensuingannualBoardmeeting. The Secretary-Treasurer of the Board,who shall be the Executive Director of the Authority aswell,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 havesuchtermastheBoarddetermines,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 beauthorizedtoperformalldutiesandactsoftheSecretary-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 regularBoardmeetingandsuchelectionshallbefortheunexpiredtermofsaidoffice.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 11 of this Article. Section 13.Additional Personnel.The Board may from time to time employ such personnel as itdeemsnecessarytoexerciseitspowers,duties and function.The selection and compensation ofsuchpersonnelshallbedeterminedbytheExecutiveDirector. 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 23andabove,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,orinacontractformaterialsorservicestobefurnishedtheAuthority.If a Board member or employee owns or controls an interest described in this section,he/she shall immediately disclosetheinterestinwritingtotheAuthority.Failure to make such disclosure constitutes misconduct in office. Section 16.Legal Indemnification. a.This section applies to all officers,directors,and employees with respect to claimsarisingoutofactsoreventsoccurringduringandinthecourseofemploymentor service with the Authority. b.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 1T3955(3)Page 3 of 6 BY-LAWS January 1993 defense of the employee in any civil legal action brought against the employee as aresultoftheperformanceoftheemployee's duties.Any determination with respecttotheconductoftheExecutiveDirectororaboardmembershallbemadebytheboardofDirectors. An employee must request the legal defense services available under this section inwritingwithinfive(5)working days of service on the employee of a summons andcomplaint.The date of the request shall be the date of postmark if mailed or thedateofdeliveryifconveyedbysomeothermeans.The request must be made totheExecutiveDirectoror,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 anyobligationunderthissection. The Authority shall have the right to select the attorney who represents anemployee. 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 behalfwithoutthepriorwrittenapprovaloftheAuthority. Except as otherwise provided herein,the Authority will pay any judgment renderedagainstanemployeeifithasprovidedlegalservicestotheemployeepursuantto this section. 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. An employee shall not be indemnified for any judgment or award of punitive damages. 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.Ifa judgment is entered against the employee in the trial court and the Authority is obligated to indemnify against such judgment under this section,the Authority maydeterminewhetheranappealonbehalfoftheemployeeisinitsbestinterest.If such a determination is made,the Authority will continue to provide representationfortheemployeethroughouttheappeal.If the Authority determines that anappealwouldnotbeinitsbestinterest,the Authority will have no obligation to provide representation for the employee on appeal. ARTICLE III -BOARD MEETINGS Section 1.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 bytelefaxedorwrittennoticetothememberstransmittedatleastfivedayspriortothedateofsuch 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 1T3955(4)Page 4 of 6 BY-LAWS January 1993 then at a place and on a date as fixed by the Chairman.The members of the Board shall have atleastfivedayspriornoticeofregularmeetings;designation of date,time,and place of meeting atthepreviousregularmeetingconstitutessufficientnoticetomembersoftheAuthority.If aWaiverofNoticeandConsentoftheabsentmemberisprovided,then any and all business may betransactedeventhoughnoticeofthemeetingisnotprovidedtoAuthoritymembers. Section 3.Special Board Meetings.Special meetings may be called upon request of theChairmanorupontherequestofanytwomembersoftheBoardforthepurposeoftransactinganybusinessdesignatedinthecall.The call for a special meeting may be wired,faxed or mailedtothebusinessorhomeaddressofthemembersoftheBoardatleast48hourspriortothedateofsuchspecialmeeting.At such special meeting no business shall be considered other than asdesignatedinthecall,but if the members not present have signed a Waiver of Notice and ConsenttoMeeting,a quorum otherwise being present,any and all business may be transacted at suchspecialmeeting.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 anewspaperofgeneralcirculationofnotmorethantwoweekspriortothemeetingandnotless than five days prior to the meeting;said notice shall be designed to give the public notice of themeetingandofthegeneraltopicstobediscussedandconsideredatthemeeting,and shall includeaproposedagendaofthemeeting. Section 5.Board Information.For each Board of Directors'meeting,the Executive Director andstaffshallprepareapacketofinformationincludinganagenda,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-profitorganizationsatnocharge.One complimentary packet per year will be provided to interestedfor-profit companies or individuals.An annual subscription rate,based on the cost of producingthereport,will be established by the Executive Director for for-profit companies or individualsdesiringpacketsforeachboardmeeting. Section 6.Executive Sessions.Executive sessions may be held in accordance with the procedures and with respect to the expected subjects as set forth in,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 intheDirectorshipoftheAuthoritydoesnotimpairtherightofaquorumtoexerciseallthepowersandperformallthedutiesoftheAuthority. Section 8.Order of Business.At the regular meeting of the Board,the following shall be the order of business: Establishment of Quorum Approval of Agenda Public Comment (optional) Action Items Information Items Other Business Executive Director Comments Board of Director Comments Public Comment 0.AdjournmentDSOPNAWAYWNE 1T3955(5)Page 5 of 6 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 anyquestionvoteduponduringanymeeting.Only those members present,or those persons dulyappointedtoattendintheirabsence,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 1.Amendments to By-Laws.The By-Laws of the Authority shall be amended only withtheapprovalofatleastfourofthemembersoftheBoardataregularorspecialBoardmeeting, but no such amendment shall be adopted at a special Board meeting unless all Board members arepresentorhavebeengivenatleastthreedayswrittenorwirednoticethereof,as required by Article II,and a copy of the amendment(s)has been previously given to all of the members of the Board of the Corporation. AMENDMENTS 1.Alaska Power Authority By-Laws,original 1978. 2.Resolution 1981-6 of the Alaska Power Authority Board of Directors. APPROVED bya__&-0-]vote of the Board of Directors of the Alaska EnergyAuthority,the 20*\day of Han,,1993,at Anchorage,Alaska. ALASKA ENERGY AUTHORITY wx Lud V1 thaSecretary-Treasurer .Renata A»Gardin IT3955(6)Page 6 of 6 ALASKA POWER AUTHORITY Resolution 1981-6 Resolution of the Alaska Power Authority amending the By-laws of the Authority to conform to legislative alterations. WHEREAS,the statutes regulating the Alaska Power Authority (the "Authority")were amended by the First Session of the Twelfth Alaska Legislature,specifically,AS 44.83.030 and 44.83.040;and WHEREAS,the statutory revisions require amendment of the By-laws of the Authority; NOW,THEREFORE,BE IT RESOLVED by the Authority: That Article III,Section 2 and Section 3 of the By-laws shall be amended to read as follows: Section 2.Number of Directors,Tenure,and Qualifications.The Board of Directors shall consist of the following seven directors:the Director of the Division of Budget and Management,three Commissioners of principal executive departments appointed by the Governor,and three public members appointed by the Governor.Each Director before entering upon his duties shall take and subscribe to an oath to perform the duties of his office faithfully,impartially and justly to the best of his ability.A record of the oath shall be filed in the office of the Governor. Section 3.Officers and Quorum.During the annual meeting the Directors shall select one of their number as Chairman,and may elect other officers as desirable,including any one of the members as Vice- Chairman.The Directors shall also elect a Secretary and a Treasurer who need not be Directors,and the same person may be elected to serve both as Secretary and Treasurer.The Secretary or Treasurer may also serve as the Executive Director and shall,in any event,perform at least the duties set forth in Article VI.Other offices may be established by resolution of the Board.The terms of office shall extend until the next annual meeting of the Authority or until successors have been elected and qualified unless otherwise specified by resolution of the Board, except that those officers incumbent on the date of adoption of these By-laws shall serve until the second annual meeting following adoption of the By-laws.The powers of the Authority are vested in the Directors, and four Directors of the Authority constitute a quo- rum.Action may be taken and motions and resolutions adopted by the Authority at any meeting by the affirm- ative vote of at least four Directors.A vacancy in the directorship of the Authority does not impair the right ofa quorum to exercise all the powers and perform all the duties of the Authority. This resolution having been submitted to a vote,the vote thereon was as follows: Yeas:Mssrs.Conway,Lehr,Mueller &Webber Nays:None Absent:Mssrs.Weeden &Ward And the resolution was declared adopted on this,the 18th day of August ,1981. By: ALASKA POWER AUTHORITY By:a Chairman 4 Secretary ALASKA POWER AUTHORITY BY-LAWS ARTICLE I Definitions "Authority"means the Alaska Power Authority. "Board"means the Board of Directors of the Alaska Power Authority. "Chairman"means the Chairman of the Board of Directors of the Alaska Power Authority. "Executive Director"means the Executive Director of the Alaska Power Authority. ARTICLE ITI Identification and Offices Section 1.Name.The name of the Authority is The "Alaska Power Authority"(hereinafter called the "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 imme- diately above the date shall be the words "corporate seal". Section 3.Fiscal Year.The fiscal year of the Authority shall be the same as the fiscal year of the State of Alaska. Section 4.Offices.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. ARTICLE III Board of Directors Section 1.Management of Authority.The Board of Directors shall manage the business affairs of the Authority. The Board shall select a person to act as Executive Director. Section 2.Number of Directors,Tenure and Quali- fications.The Board shall consist of the following seven Directors:the Director of the Division of Budget and Manage- ment,three Commissioners of principal executive departments appointed by the Governor,and three public members appointed by the Governor.Each Director before entering upon his duties shall take and subscribe to an oath to perform the duties of his office faithfully,impartially and justly to the best of his ability.A record of the oath shall be filed in the office of the Governor. Section 3.Officers and Quorum.During the annual meeting the Directors shall select one of their number as Chairman and may elect other officers as desirable,including any one of the members as Vice-Chairman.The Directors shall also elect a Secretary and a Treasurer who need not be Direc- tors,and the same person may be elected to serve both as Secretary and Treasurer.The Secretary or Treasurer may also serve as the Executive Director and shall,in any event, perform at least the duties set forth in Article VI.Other offices may be established by resolution of the Board.The terms of office shall extend until the next annual meeting of the Authority or until successors have been elected and qualified unless otherwise specified by resolution of the Board,except that those officers incumbent on the date of adoption of these By-laws shall serve until the second annual meeting following adoption of the By-laws.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 4.Voting.Each member of the Board in attendance shall have the right to cast one vote on any ques- tion voted upon during the course of a meeting.Only those members present may vote.All votes shall be taken and re- corded in a manner which reflects how each Director has voted. ARTICLE IV Meetings Section 1.Annual 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 telegraphed or written notice to the members transmitted at least five days prior to the date of such annual meeting. Section 2.Regular Meetings.The Board shall hold regular meetings at such times and places as may be estab- lished by resolution of the Board,but in the absence of such designation 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 pro- vided,then any and all business may be transacted even though notice of the meeting is not provided to Authority members. Section 3.Special 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 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 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 con- sidered at the meeting,and shall include a proposed agenda of the meeting. Section 5.Executive Sessions.Executive sessions may be held in accordance with the procedures and with respect to the expected subjects as set forth in,and in accordance with,AS 44.62.3100. ARTICLE V Order of Business The order of business at a meeting of the Board shall be determined by the Chairman. ARTICLE VI Executive Director The Executive Director shall be the principal operating officer of the Authority and,subject to the control of the Board of Directors,shall in general supervise and control all of the business and affairs of the corporation. The Executive Director may also be elected Secretary-Trea- surer.The Secretary of the Board shall keep the minutes of the meetings of the Board of Directors and retain custody of such other records as the Authority shall obtain.The Trea- surer shall have charge of the custody and be responsible for all funds and securities of the corporation. ARTICLE VII Contracts,Loans,Checks and Deposits Section 1.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 authority to do so may be general or confined to specific instances. Section 2.Loans.No loans shall be contracted on behalf of the Authority and no evidence of the 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 3.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 of Directors. Section 4.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. ARTICLE VIII .Amendments These By laws may be altered,or repealed and new By-laws adopted by the Board at any regular or special meeting of the Board. APPROVED by the Board of Directors of the Alaska Power Authority,by unanimous vote,the 17th day of March, 1978,at Juneau,Alaska. ALASKA POWER AUTHORITY By: wy:Ge CoatSecretary Chairman