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02-08-2001 BM Minutes
HKopeaNeeeotaMASSaeataacePAn,osedRyMeeeBoard Meeting February 8,2001 eneearparenienMinutes . vg RU TMS 1 Lee.yikySES eercameoeoefa2atReeree ALASKA INDUSTRIAL DEVELOPMENT . AND EXPORT AUTHORITY /=>ALASKAMEENERGYAUTHORITY 813 WEST NORTHERN LIGHTS BLVD.#®ANCHORAGE,ALASKA 99503 ©907/269-3000 ¢FAX 907/269-3044 TOLL FREE (ALASKA ONLY)888 /300-8534 . AGENDA ALASKA ENERGY AUTHORITY Board of Directors February 8,2001 1.CALL TO ORDER 2.BOARD OF DIRECTORS ROLL CALL 3.PUBLIC ROLL CALL 4.PUBLIC COMMENTS 5.PRIOR MINUTES _-December 15,2000 6.OLD BUSINESS 7.NEW BUSINESS A.Amendment to the By-Laws of the Authority,Resolution #2001-02 B.|Appointment of Officers,Resolution #2001-01 8.DIRECTOR COMMENTS A.Director's Status Report of AEA Programs and Projects e Energy Plan Update B.Next Meeting Date 9.BOARD COMMENTS 10.ADJOURNMENT h\all\bjfiboard\agenda1 ALASKA INDUSTRIAL DEVELOPMENT AND EXPORT AUTHORITY =>ALASKA @@E™=ENERGY AUTHORITY 813 WEST NORTHERN LIGHTS BLVD.«©ANCHORAGE,ALASKA 99503 ©907/269-3000 ¢FAX 907 /269-3044 TOLL FREE (ALASKA ONLY)888 /300-8534 ALASKA ENERGY AUTHORITY BOARD OF DIRECTORS February 8,2001 -12:46 p.m. Anchorage,and Juneau,Alaska 1.CALL TO ORDER Chairman Hughes called the meeting of the Alaska Energy Authority to order on February 8, 2001,at 12:46 p.m.A quorum was established. 2.BOARD OF DIRECTORS ROLL CALL Directors present in Anchorage:Mr.Wilson Hughes (Chairman/Public Member),Commissioner Deborah Sedwick (Department of Community and Economic Development),and Deputy Commissioner Larry Persily (Designee for Department of Revenue Commissioner). Directors present in Juneau:Commissioner Joe Perkins (Department of Transportation and Public Facilities),and Mr.Robert Loescher (Public Member). 3.PUBLIC ROLL CALL Staff present in Anchorage:Robert Poe,Jr.(Executive Director),Valorie F.Walker (Deputy Director-Finance),James A.McMillan (Deputy Director-Credit),Karl Reiche (Acting Deputy Director-Project Development &Operations),David E.Germer (Deputy Director-Business Development &Rural Energy),and Brenda J.Fuglestad (Administrative Assistant). Others attending in Anchorage:Linda Day and Pauline Henriques (Legislative Audit),and Brian Bjorkquist (Department of Law). 4.PUBLIC COMMENTS There was no public comment. 5.PRIOR MINUTES -December 15,2000 The December 15,2000,minutes were unanimously approved as presented. 6.OLD BUSINESS There was no old business. AEA Board Meeting February 8,2001 Meeting Minutes Page 2 7.NEW BUSINESS 7A.Resolution No.2001-02,Resolution of the Alaska Energy Authority relating to Amending,Revising and Restating the By-Laws of the Alaska Energy Authority,and Related Matters Mr.Bjorkquist stated the resolution authorizes changes to the By-Laws to bring them into conformance with management practice and to also bring consistency between the AEA By-Laws and the Alaska Industrial Development and Export Authority's By-Laws. Mr.Bjorkquist reviewed the major changes for the Board.He also said that a number of minor changes were made to make the By-Laws gender neutral. Article Il,Section 4 and 12,have been deleted as the Chair and Vice-Chair of the Alaska Energy Authority are the Chair and Vice-Chair of the Alaska Industrial Development and Export Authority. Article Il,Section 5,clarifies the duties of the Executive Director.The language gives the Executive Director the general authority to supervise and control the business and affairs of the Authority subject to the review of the Board. Article Il,Section 5(e),clarifies that the Board may authorize the Executive Director to delegate all or part of his duties to another person or persons that the Board may appoint,such as a Deputy Director,an Assistant Secretary,and Assistant Secretary-Treasurer. Article ll,Sections 5 and 13,references to hiring or providing compensation for AEA personnel have been deleted because AEA does not have any personnel.The personnel services are provided for by AIDEA,therefore there is no need for those provisions. Article Il,Sections 6-9,have been deleted because they dealt with specific requirements for contract,loans,checks,and deposits.With the general authority given to the Executive Director to handle the business and affairs of AEA these more specific details are not necessary. Article Il,Section 15,has changed the conflict of interest provision to mirror what is in the AIDEA conflict of interest provision. Article Ill,Section 2,language changes were made for clarification. Article Ill,Section 3,is changed to provide for a "reasonable"public notice of special board meetings.This change is consistent with applicable Alaska Law (AS 44.62.310)and will provide greater flexibility for calling special meetings. Section III,Section 5,deletes the specific provision for providing board packets to the public, some at no charge and some at a subscription rate based upon actual cost.Deleting the provision will not affect the public's ability to obtain board packets,and will not impair AEA's ability to change its policy regarding providing board packets at no charge if that became desirable. AEA Board Meeting February 8,2001 Meeting Minutes Page 3 Article Ill,Section 7,and Article V,Section 1,reduces the required quorum and affirmative vote requirements from four to three.The amendment will make the By-Laws consistent with the controlling AEA statute. Article Ill,Section 8 has been deleted. Article IV,Sections 1 and 2,inserts provisions relating to public records. Article V,Section 1,corrects an error by reducing from three days to 48 hours the amount of prior notice of a special meeting required to be provided to Board members. Staff recommended approval of Resolution No.2001-02. MOTION:Commissioner Sedwick moved for the adoption of Resolution No.2001-02. Seconded by Deputy Commissioner Persily.There being no discussion,the question was called.A roll call vote was taken and the motion passed unanimously. 7B.Resolution No.2001-01,Resolution of the Alaska Energy Authority Relating to the Appointment of Various Officers of the Authority;and Related Matters Mr.Bjorkquist stated that there have been changes in Authority staff that required this resolution be brought before the Board to recognize the changes that have been made.He said Keith A.Laufer and Dennis V.McCrohan are no longer employed by the Authority,and James A.McMillan has been appointed as Deputy Director-Credit and Assistant Secretary of the Authority.Appointing Mr.McMillan to AEA as an officer is necessary due to the merger as he now oversees programs associated with AEA. Mr.Bjorkquist briefly explained Resolution No.2001-02,stating that it reappoints the existing Executive Director and Deputy Directors,appoints James A.McMillan as Deputy Director-Credit and Assistant Secretary,and removes Keith A.Laufer as Financial &Legal Affairs Manager and Assistant Secretary,and Dennis V.McCrohan as Deputy Director-Project Development and Operations and Assistant Secretary. Mr.Bjorkquist said the resolution further provides the officers with the power and authority to exercise their duties and responsibilities under the statutes that govern the Authority.It authorizes the Executive Director to sign all contracts,deeds,and instruments on behalf of the Authority.It also authorizes the Executive Director to appoint any of the other officers as the Acting Executive Director when necessary. Staff recommended approval of Resolution No.2001-01. MOTION:Commissioner Sedwick moved for the adoption of Resolution No.2001-01. Seconded by Deputy Commissioner Persily.There being no discussion,the question was called.A roll call vote was taken and the motion passed unanimously. 8.DIRECTOR COMMENTS Mr.Poe briefed the Board with regard to the Energy Plan.He said there has been significant headway on the Rural Energy Plan.Staff has completed the screening analysis report,which has four basic conclusions.First,diesel and switching efficiencies offer a great deal of positive AEA Board Meeting February 8,2001 Meeting Minutes Page 4 opportunity.Second,heat recovery;diesel generation produces heat from the engines that could be recovered,which could reduce space heating costs and possibly other generation opportunities.Third,is weatherization and other efficiencies.There has been success in working with rural schools in changing the ballasts and providing weatherization to reduce their cost of energy generation.Fourth,specifically targeted alternative energy opportunities that could have an impact on reducing the cost of electricity.There are promising projects with regard to river hydrogeneration. Staff has been to every rural community this winter and has assessed the current electric generation capacity of each of the communities and the operation,maintenance,and management practices that are carried on.Staff has established a database that will allow us to prioritize the areas of highest need.The next step would be to take this information and begin to develop demonstration projects that can further the cost reduction of electric generation. ISER,in combination with the USDA,is studying strategies that Alaska might follow in operation,maintenance,and management practices in rural electricity.Staff is also working with the Denali Commission to find ways of maintaining electric generation in Rural Alaska. Mr.Germer said the information for the Alaskan communities is now being entered into the database and should be complete by mid-March. Four Dam Pool Sale:Brian Bjorkquist said he is leading the efforts on the legal work with the transfer.There is a draft purchase and sale agreement and we expect the final report on the land records by February 9,2001.Staff is working closely with the Department of Natural Resources. Mr.Bjorkquist said that Ketchikan Electric Company would like to develop the Mahoney Lake Plant,which is an 8.6-megawatt plant.Staff does not have any specific objection to the Mahoney Lake project,however,what Ketchikan Electric is trying to assert is PURPA (Public Utilities Regulatory Power Act).There is a provision under PURPA that basically says that qualified facilities can force a public utility to buy their power at an avoided cost rate.All four projects of the Four Dam Pool have been pooled.Ketchikan Electric is trying to assert that PURPA should allow them to sell power ahead of any other Four Dam Pool project in Ketchikan.This causes a question among the utilities and the valuation of the Four Dam Pool project,so AEA intervened and said that our understanding is that PURPA does not apply. Mr.Loescher said he would like to see AEA's legal opinion that affirms that position because he has seen other legal opinions to the contrary.He does not think that AEA should be able to assert this position,other than in an indirect interest. Mr.Poe said that the concern,and why AEA finds itself in this place,is that if that assertion is true in Ketchikan,it can also be true in Kodiak,and other places where the Four Dam Pool power could be put aside.Keeping in mind that AEA's highest goal is to complete the work that the sale is intended to accomplish,the funding of the Power Cost Equalization Endowment Fund,therefore we have to do what we reasonably can to ensure that the sale happens.We are concerned that it will affect the value of the sale and,therefore,affect the higher goal of fully endowing the Power Cost Equalization Endowment Fund. AEA Board Meeting February 8,2001 Meeting Minutes Page 5 Mr.Loescher said that he is concerned about AEA taking a legal position without having fully researched its position.Whatever the outcome with respect to the Mahoney Lake project, whether it went forward or not,would have a valuation impact on all of the utilities in the intertie project.Using the force and effect of State government to weigh in without having a substantial legal position is incorrect.On a public policy basis,AEA should be supporting PURPA as a matter of course.Anytime somebody can develop a power source whether it is small,medium, or large,AEA should be encouraging the investment of private sector financing in the energy development.Mr.Loescher said he objects to the position that AEA has taken in this regard. Chairman Hughes stated that the power plant is trying to compete with a cost that is not a true cost of power which is generated by the Four Dam Pool arrangement.Even though you may slight power at Kodiak,the other participants will have to make up the difference so the net cost to the users is not going to change.It is just someone taking advantage of a Four Dam Pool arrangement in this case.In essence,because of the Four Dam Pool arrangement and the State subsidy of power,it is no longer a market driven arrangement. Mr.Loescher said that AEA should support a market driven energy cost in all of Alaska.Jn Southeast Alaska that question should be decided by the utility customers. Discussions ensued as to the issue with the Four Dam Pool arrangement. Mr.Loescher said the decision to go forward with intertie investments and other investments within Southeastern Alaska will be on a market driven basis.There is a requirement for public vote in the local communities on these issues and the ratepayer should have some opportunity or right to say what is to occur in the future.If the State through AEA weighs in on this issue it can distort the public policy and the consumers'right to determine what are the best investments and how it will affect the future rate.AEA is on incorrect ground in this regard and should have legal counsel review the definitions and the issues. Mr.Bjorkquist said the Department of Law has looked at the legal issues relating to PURPA and how they would apply to the Four Dam Pool Power Sales Agreement and to the Four Dam Pool Divestiture.The conclusions of how PURPA would apply is that there is certainly adequate legal grounds for taking the position that AEA has taken,which is that PURPA does not permit any qualified facility to step in front of the Four Dam Pool and displace their power sales.It is not only in AEA's best interest that it occur,but it is also in each of the utilities'best interest that it occur.They share costs and risks,so it is in their best interests that all of the power that can be used and sold by the Four Dam Pool be purchased by each of the utilities.PURPA is a muddled,complicated law,but we are looking at it and taking a position that is supported under valid interpretations of PURPA.We are protective of AEA's position as the owner of the Four Dam Pool,of the interest of divesting the Four Dam Pool,and using the sale proceeds to fund the PCE Endowment so that PCE can have a long term reliable source of funding well into the future.There are very definite State interests at stake with these issues and it is my view that it is appropriate for the State to be participating in these matters to protect all of the public interest positions that are affected. Mr.Loescher said he disagrees with legal counsel and their statement about PURPA.He requested the opinion of legal counsel regarding PURPA and the State's position.He said PURPA law and energy laws are very sophisticated and there is a practice that surrounds it.He stated for the record that AEA and their counsel are incorrect in terms of what they are saying AEA Board Meeting February 8,2001 Meeting Minutes Page 6 about the law and are infringing on the public policy questions that need to be decided by the Board. Mr.Bjorkquist said he is the primary legal counsel working on this issue.He said he would send a copy of the letter that addresses many of the PURPA issues to Mr.Loescher.The letter is a response to the attorney for Ketchikan Electric Company who asked that we review the legal interpretation of the Power Sales Agreement as it applies to PURPA. Mr.Loescher said he would appreciate receiving a copy of the letter,however,he registered for the record his objection to the position AEA is taking. 9.BOARD COMMENTS Mr.Loescher said the Southeast Conference is holding a meeting on February 22,2001,in Juneau regarding establishment of a regional power authority to implement the intertie fund and other energy development in the Southeastern Alaska region.He asked if Mr.Poe and others were planning to attend the meeting.He also asked what AEA's position is in terms of supporting this effort.He said that since the Southeast energy plan has been deferred would there be an objection by AEA if the regional power authority group apply to the Denali Commission and other places to secure the funds necessary to do the Southeast energy plan. Mr.Poe said that he would be in Juneau for the ARECA conference and also for the Southeast Conference on the Four Dam Pool.He said that with respect to the authority for the interties,AEA has taken no position.AEA would welcome a joint planning effort with regard to the energy plan study for Southeast Juneau and Sitka as compared to the other rural areas in Southeast. Mr.Loescher said that this could provide some new opportunity for this region in terms of energy and economic development.He noted that AEA could not have it both ways,they are either in energy in Southeast Alaska or they are not.AEA needs to determine the level of involvement that it has because the State has a great role in energy and economic development.He encouraged AEA to be supportive. In response to Board questions,Mr.Poe said the Southeast intertie is the Tyee-Swan intertie, which is not specifically in the Four Dam Pool sale agreement,but it is viewed in those areas as an important link.The reason AEA has not taken a position is it is a complicated issue and there is no clear path.Staff has been very involved in following the issue and are definitely involved in Southeast energy issues. Mr.Bjorkquist said that within the sale agreement there is contemplation,at least on the utilities part,that there is going to be some movement forward towards the Southeast Intertie.It is not required,but the utilities are contemplating it.The only direct tie within the sales agreement is that there is a $5 million credit that continues to be a credit if the Southeast Intertie is built.If it is not built or there has not been substantial progress within a certain period of time then it becomes an obligation of the utilities to pay that back.The only direct link is a financial link.But as far as AEA, as the owner of the Four Dam Pool,is concerned there is no requirement that there be a Southeast Intertie at all,it is just something that was contemplated on the utilities part. 10.ADJOURNMENT AEA Board Meeting February 8,2001 Meeting Minutes Page 7 There being no objection and no further business of the Board,the meeting was adjourned at 1:33 p.m. Le +ARobertPoe,Jr.,Secretary ALASKA INDUSTRIAL DEVELOPMENT AND EXPORT AUTHORITY = A@@E™ENERGY AUTHORITY 813 WEST NORTHERN LIGHTS BLVD.¢©ANCHORAGE,ALASKA 99503 ¢907/269-3000 ©FAX 907/269-3044 TOLL FREE (ALASKA ONLY)888 /300-8534 ALASKA ENERGY AUTHORITY BOARD OF DIRECTORS December 15,2000 -11:31 a.m. Anchorage,and Juneau,Alaska 1.CALL TO ORDER Chairman Hughes called the meeting of the Alaska Energy Authority to order on December 15, 2000 at 11:31 a.m.A quorum was established., 2.BOARD OF DIRECTORS ROLL CALL Directors present in Anchorage:Mr.Wilson Hughes (Chairman/Public Member),and Commissioner Debby Sedwick (Department of Community and Economic Development). Directors present in Juneau:Commissioner Joe Perkins (Department of Transportation and Public Facilities),and Deputy Commissioner Larry Persily (Designee for Department of Revenue Commissioner). 3.PUBLIC ROLL CALL AIDEA/AEA staff present in Anchorage:Robert Poe,Jr.(Executive Director),Valorie F.Walker (Deputy Director-Finance),James A.McMillan (Deputy Director-Credit),Karl Reiche (Acting Deputy Director-Project Development &Operations),David E.Germer (Deputy Director-Business Development &Rural Energy),Amy McCollum (Accountant),Leona Hakala (Loan Officer), Brenda Applegate (Accountant),Katelyn Markley (Development Specialist),Chris Mello (Project Manager),Bruce Tiedeman (Acting Rural Energy Manager),and Brenda J.Fuglestad (Administrative Assistant). Others attending in Anchorage:Kathy Porterfield (KPMG,LLP),Keith Laufer (Foster Pepper Rubini &Reeves,LLC),Brian Bjorkquist (Department of Law). 4.PUBLIC COMMENTS There was no public comment. 5.PRIOR MINUTES -August 15,2000 The August 15,2000,minutes were unanimously approved as presented. AEA Board Meeting "=,December15,2000MeetingMinutesPage2 6.OLD BUSINESS There was no old business. 7.NEW BUSINESS 7A.Financial Statements/Audit Presentation (KPMG) Ms.Kathy Porterfield,Managing Partner with KPMG,LLP,summarized the audited financial statements,letter to the Board,and the management letter. Ms.Porterfield said the purpose of the audit is for KPMG to gain reasonable assurance that the financial statements are free of material misstatement.KPMG conducted appropriate audit procedures and has concluded that the financial statements are fairly stated in all material respects in accordance with generally accepted accounting principles,resulting in an unqualified or a clean opinion.KPMG obtained reasonable assurance during the audit that the financial statements are free of material misstatement. Ms.Porterfield said that pursuant to the Authority taking over responsibility for the rural energy programs,there were significant accounting entries made.Net assets of approximately $400 million were brought into the Authority representing the net assets of those programs.In addition,in the year 2000,the Authority transferred approximately $55.5 million back out to the Railbelt Energy Fund and the State's General Fund. She said the Four Dam Pool had been carried at historical cost in the financial statements,and there is an accounting standard that requires that when certain circumstances occur, writedowns for impairment in value may be required.The Authority has determined,and KPMG agreed,that based upon the pending sale,the historical cost of the Four Dam Pool was significantly higher than its fair value.In the financial statements there is a writedown of slightly over $41 million. In reviewing the management letter,Ms.Porterfield said that based upon the evaluation of internal control,KPMG has recommendations that should be brought to the Board's attention. She said the recommendations all revolve around the management of the rural energy programs.It was KPMG's conclusion that the processes and procedures that had been in place at the division prior to the transfer did not provide for the best fiscal management of the rural energy programs.The Authority has carried on some of these processes during the year because it was the transition year and they are still in the process of evaluating what the appropriate procedures are. The division utilized an external bookkeeping firm to keep track of project costs.Their practice was to set up a bank account for each funding source for each project,so at the end of June 30,2000,there were over 100 bank accounts.It was extremely difficult to get good project cost data,not to mention the inefficiency of having to reconcile 100 bank accounts and pay for that service.It is KPMG's recommendation that this practice be discontinued,as it is not the best way in which to manage the programs. AEA Board Meeting "==,December 15,2000 Meeting Minutes Page 3 Because the rural energy programs receive a substantial amount of federal money they are required to follow federal regulations.There is one particular regulation that has to do with recovery of costs;the division did not follow federal requirements for recovery of certain costs. As a result,KPMG discovered what is called "questioned costs"which means that there are costs charged to federal programs that we do not believe meet the grantors requirements.As a result of these "questioned costs,"the Authority may have to send money back to the federal government.KPMG recommends that the Authority implement a more refined time management system which encompasses an approved methodology for allocating payroll costs. to federal awards or undergo an indirect cost rate study. KPMG also recommended that AEA ensure that its internal process include appropriate monitoring of subrecipients as required by federal regulations.Also,that the Authority limit the amount of changes made to and transfers between the various funding sources.Any transfers which are made should be approved by a responsible individual.At the conclusion of a project, a complete reconciliation of expenditures versus funding source should be performed to ensure that restricted funds have been appropriately spent,and that available unrestricted funds can be transferred to another eligible project.During the audit it was difficult to tell from the records kept whether a project had overspent state dollars,federal dollars,or unencumbered dollars. KPMG recommended that in future grant agreements the Authority negotiate the ability to earn interest to better leverage the funding it receives.The Authority should continue with the implementation of a process to analyze all projects at completion to ensure that only approved funding sources have been utilized. In terms of financial reporting,the rural energy programs are accounted for in three different systems,one of which is not currently capable of accounting for some of the project cost data for projects the Authority manages.With regard to all of the problems that were found and the issues that are being raising today,the Authority needs to look at finding one accounting system that can accommodate all of the needs for all of its projects and programs.The Authority also needs to put processes in place to make sure that all of the federal regulations that it is now subject to are complied with. Mr.Poe said staff has had discussions with regard to the management letter and staff agrees with the findings of KPMG.Staff is in the process of putting systems in place to deal with the issues. The Board acknowledged the challenges involved with the merger and complimented staff on their aggressiveness toward dealing with and resolving the issues. 8.DIRECTOR COMMENTS There were no Director comments. 9.BOARD COMMENTS There were no Board member comments. AEA Board Meeting ee,December 15,2000 Meeting Minutes Page 4 10.ADJOURNMENT There being no objection and no further business of the Board,the meeting was adjourned at 11:45 a.m. ve Robert Poe,Jr.,Secretary ALASKA INDUSTRIAL DEVELOPMENT =”AND EXPORT AUTHORITY = me )=ENERGY AUTHORITY 813 WEST NORTHERN LIGHTS BLVD.*ANCHORAGE,ALASKA 99503 ©907/269-3000 ¢©FAX 907/269-3044 TOLL FREE (ALASKA ONLY)888 /300-8534 MEMORANDUM TO:Board of Directors Alaska Energy Authority FROM:Robert Poe,Jr.R6P Executive Director DATE:February 8,2001 SUBJECT:-Resolution No.2001-02 Amendment of By-laws The continuing review of the business and administrative operations of Alaska Energy Authority ("AEA”)and Alaska Industrial Development and Export Authority ("AIDEA”),and the recent relocation of the primary offices to 813 West Northern Lights Blvd.,has led staff to review and recommend changes to the by-laws of both AEA and AIDEA.The recommended changes generally make the by-laws more consistent with existing management practices,and more uniform,to promote administrative efficiency.The staff recommendations,however,also reflect the substantive differences between AEA and AIDEA (e.g.,that AEA has no employees). AEA has the power to make and amend its by-laws under AS 44.83.080.The most recent amendments to AEA's by-laws were adopted in 1995 by Resolution 1995-01. The following are recommended amendments to AEA's by-laws. 1.Change references from "Corporation”to "Authority."(See Title to Art.1;Art.Il,Sec.3; and Art.V -former Art.IV).AEA's existing by-laws irregularly refer to AEA as both an "Authority”and a "Corporation.”.While AEA can properly be described as either,staff recommends using "Authority”for consistency. 2.Change references to "Chairman”and "Vice Chairman”to "Chair”and "Vice Chair”to make the language gender neutral.(See Art.I!,Secs.3 and 4;Art.Ill,Secs.2 and 3). 3.Delete erroneous references to the Board appointing a Chair and Vice Chair.(See Art. Il,Secs.4 and 12).Under Art.ll,Sec.1,the Chair and Vice Chair of AIDEA serve as the Chair and Vice Chair of AEA,making it inconsistent for the by-laws to provide for the AEA Board appointing either a Chair or Vice Chair. Board of Directors February 8,2001 Page 2 4.Provide for the appointment of an Executive Director,and further clarify his or her duties and powers.(See Art.Il,Sec.5).Under the existing by-laws,the Executive Director is designated as the Secretary-Treasurer,and is charged with the Administration of AEA's business affairs.The proposed amendment further clarifies the Executive Director's role in supervising and controlling AEA's business affairs,with review by the AEA Board.The clarification of the Executive Director's role also permits the deletion of more detailed administrative matters,such as provisions related to contracts,loans,checks,and deposits. (See Art.Il,Secs.6-9).: 5.Reorganize Art.!l,Sec.5 to provide subparagraphs,including providing sub- subparagraphs in Sec.5(b). 6.Clarify that the Board may authorize the Executive Director to delegate all or part of his duties to another person or persons that the Board may appoint,such as a Deputy Director,an Assistant Secretary,and Assistant Secretary-Treasurer.(See Art.Il,Sec.5(e)).This amendment clarifies existing management practice under which the Board regularly appoints various persons to those positions,and authorizes the Executive Director to delegate an Assistant Secretary as Acting Executive Director with'all of the powers of the Executive Director. (See,e.g.,Board Packet Item 7B,Resolution 2001-01). 7.Delete references to hiring or providing compensation for AEA personnel.(See Art.Il, Secs.5 and 13). 8.Clarify the conflict of interest provisions,in particular to require any Board member, employee,consultant,advisor or counsel of either AEA or AIDEA to disclose a potential conflict of interest on any matter before the AEA Board.This conflict provision will help address the unique circumstances that arise from AIDEA staff providing personnel services on AEA projects. The conflict of interest provisions in the By-laws do not diminish other conflict requirements that arise under Alaska Statutes,such as those arising under the Executive Branch Ethics Acct. 9.Clarify ambiguous language in Art.II!,Sec.2. 10.Provide for "reasonable”public notice of special board meetings,rather than the public notice requirement applicable to regular meetings of the Board of five to fourteen days.This change is consistent with applicable Alaska Law (AS 44.62.310),and will provide greater flexibility for calling special meetings. 11.Delete specific provisions for providing board packets to the public,some at no charge and some at a subscription rate based upon actual cost.(See Art.Ill,Sec.5)AEA has not followed this practice.Deleting the provision will not affect the public's ability to obtain board packets,and will not impair AEA's ability to change its policy regarding providing board packetsatnochargeifthatbecamedesirable. 12.Reduce from four to three the required quorum and affirmative vote requirements.(See Art.Ill,Sec.7,and Art.V,Sec.1)AS 44.83.040(a)provides that three directors constitutes a quorum,and that the "affirmative vote of a majority of the directors”(ie.three of five)is necessary to adopt motions and resolutions.The amendment will make the by-laws consistent with the controlling AEA statute. Board_of Directors February 8,2001 Page 3 13.Delete the "Order of Business”to provide the Board with greater flexibility to conduct its business.(See Art.lll,Sec.8) 14.Insert provisions for public records.(See Art.IV,Secs.1 and 2) 15.Correct an error by reducing from three days to 48 hours the amount of prior notice of a special meeting required to be provided to Board members.(See Art.V,Sec.1).The amount of prior notice of a special meeting for amendment of a by-law is intended to be the amount of: prior notice for a special meeting under Art.Ill,or 48 hours. Staff recommends adoption of these proposed amendments to the By-laws of the Alaska Energy Authority. BY-LAWS OF THE ALASKA ENERGY AUTHORITY ARTICLE |-THE AUTHORITYCORPORATION 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 AND OFFICERS Section 1.Board Members.Repealed 8/12/93 Resolution 1993-06.The members of the board of directors of the Alaska Industrial Development and Export Authority (AIDEA) recognize the provisions of Chapter 18,SLA 1993 establishing them as members of the board of directors of the Alaska Energy Authority (AEA)and accept office as the board of directors of AEA.The chair and vice chair of AIDEA shall serve as chair and vice chair of the board of directors of AEA. 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.ChairmanChair.The ChairmanChair of the Board shall preside at all meetings of the Board.Except as otherwise authorized by resolution of the Board,the GhairmanChair 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 AuthorityGerperation. Section 4.Vice GhairmanChair.The Vice GhairmanChair of the Board shall en H:\ALL\bfuglestad\BOARD\RESOLUTIMEA Bylaws Redline.doc Page 1 of 7 Section 5.Executive Director-Secretary-Treasurer.(a)The Board shall appoint an Executive Director.The Executive Director shall be the Secretary-Treasurer of the Authority. The Executive Director shall,subject to review by the members of the Authority,in general supervise and control the business and affairs of the Authority,and shall perform all duties incident_of the office of Executive Director and such other duties as the members of the Authority may prescribe from time to time. (b)As Secretary,the Executive Director shall: 1.Keep the records of the Authority: 2.Keep a record of the proceedings of the Authority in a journal of proceedings to be kept for such purposes:' 3.Act as Secretary of the meetings of the Authority and record all votes: 4.Provide that ail meetings of the Authority are electronically recorded: 5.Provide for the standardization of all applications,forms,books and records of the Authority: 6.Keep in safe custody the seal of the Authority and shall have power to affix the seal to all contracts and instruments authorized to be executed by the Authority;and 7.Perform all other duties incident to his or her office. (c)As Treasurer,the Executive Director is he/ehe-chall-be-authorized and-empewered 1. 2. Have the care and custody of all funds of the Authority;- Deposit Authority funds in such banks as he_or/she may select;- Invest corporate funds as directed by statute;- Disburse monies for all Authority expenses and obligations;and- Have annual audits made of the books of account of the Authority. H:\ALL\bfugiestad\BOARD\RESOLUTIMEA Bylaws Redline.doc Page 2 of 7 |(d)_As Treasurer,the Executive Director is He/ehe-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. (e)The Board,by a majority vote at a regularly called or specially called Board meeting, may by resolution assign to some other person_or persons all or part of the above enumerated duties of the Executive Director and Secretary-Treasurer of the Board,or authorize the Executive Director to delegate all or part of the above enumerated duties to some other person or persons,and may give said person or persons,an appropriate title_including that of Deputy Director,Assistant Secretary,or Assistant Secretary-Treasurer. Section 6.Contracts.Repealed 28/0!Resolutionn_2001-02.Fhe Board-may authorize Section 10.Additional Duties.The officers of the Authority Beard-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 11.Election or Appointment.Repealed 8/12/93 Resolution 1993-06. the officeice of the Secretary-Treasurer of the Board and Executive Director of the 'Authority becomes vacant the Board shall appoint a successor as providedin Section 5 er-Section-t+-of this Article. H:\ALL\bfuglestad\BOARD\RESOLUTIMEA Bylaws Redline.doc Page 3 of 7 Section 13.Additional Personnel.Repealed 218/01 Resolution 2001-02.The Beard Section 14.Selection of Management Personnel.Repealed 8/12/93 Resolution 1993- 06. Section 15.Conflicts of Board-Members-or-Employees-interest.If any board member,employee,consultant,advisor,counsel or other agent of the Authority or the Alaska Industrial Development_and Export Authority shall be a party to a lease or contract under consideration by the Authority,or shall have a direct ownership or equity or debt interest or other financial interest in a firm,partnership,corporation or association which is a proposed party to a lease or contract under consideration by the Authority,he or she shall so state in writing to the Authorityat the time of initial consideration of the proposed lease or contract and shall thereafter take no part in the Authority's consideration of the lease or contract. Section 16.Legal Indemnification. (a)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 (b)lf 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 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 shail 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 priorwrittenapprovaloftheAuthority. H:\ALL\bfuglestad\BOARD\RESOLUTIMEA Bylaws Redline.doc Page 4 of 7 (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.. (i)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 indemnify 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 Ill -BOARD MEETINGS Section 1.Annual Board Meeting.Repealed 2/28/95 Resolution 1995-01. 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 then at a place and on a date as fixed by the GhairmanChair.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 Board.Authority-If the members not present have signed a Waiver of Notice and Consent,ef-the-absent_memberis-providedthern-then any and all business may be transacted eventhoughnoticeofthemeetingisnotprovidedtoBoardAuthertymembers. Section 3.Special Board Meetings.Special meetings may be called upon request of the GhairmanChair 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.Reasonable notice shall be provided to the public for any 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 betransactedatsuchspecialmeeting.Ruble =a-Epecta PA pursuanttesection4- 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. H:\ALL\bfuglestad\BOARD\RESOLUTIMEA Bylaws Redline.doc Page 5 of 7 Section 5.Board Information.For each Board of Directors'meeting,the ExecutiveDirectorandstaffshallprepareapacketofinformationincludinganagenda,action items, informational items,resolutions,and other information pertinent to the 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 in,and in accordance with,AS 44 62.310. Section 7.Quorum.The powers of the authority are vested in the Directors,and three feur-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 three 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.Repealed 2/8/01 Resolution _2001-02.At+the+regutar 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.RECORDS H:\ALL\bfuglestad\BOARD\RESOLUTIMEA Bylaws Redline.doc Page 6 of 7 Section 1.Custody.The books and records of the Authority,including all applications for_financing and _all contracts with third parties,including consultants,financial advisors and bond counsel,shall be maintained in the offices of the Authority. Section 2.Public Inspection.All books and records of the Authority,unless privileged, are available for public inspection during regular office hours at the offices of the Authority.The Authority will provide copies of books and records on request,but may charge a reasonable fee for this service which fee may include the cost_of employee time and overhead.Books and records need not be reproduced in the exact_form_or medium _in_which they are stored, however,any alteration in the form or medium shall not change the substantive content of the information contained in the books or records. ARTICLE ViV-AMENDMENTS Section 1.Amendments to By-Laws.The By-Laws of the Authority shall be amended only with the approval of at least three fourof 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 48 hours three-days-written or wired notice thereof,as required by Article Ill,and a copy of the amendment(s)has been previously given to all of the members of the Board of the AuthorityCorpeoration. AMENDMENTS Alaska Power Authority By-Laws,original 1978. Resolution 1981-6 of the Alaska Power Authority Board of Directors. Resolution 1993-06 of the Alaska Energy Authority. Resolution 1995-01 of the Alaska Energy Authority. Resolution 2001-02 of the Alaska Energy AuthorityAkWN>H:\ALL\bfuglestad\BOARD\RESOLUTIVAEA Bylaws Redline.doc Page 7 of 7 ALASKA ENERGY AUTHORITY RESOLUTION NO.2001-02 RESOLUTION OF THE ALASKA ENERGY AUTHORITY RELATING TO AMENDING,REVISING AND RESTATING THE BY-LAWS OF THE ALASKA ENERGY AUTHORITY,AND RELATED MATTERS WHEREAS,AS 44.83.080 provides,inter alia,that the Authority has the power to make and alter by-laws for its organization and internal management; WHEREAS,the bylaws of the Authority provide that the members of the Authority may amend the by-laws at a regular or special meeting; WHEREAS,the Authority has previously adopted and amended its by-laws,the most recent amendment made on February 28,1995 by Resolution 1995-01;and WHEREAS,the changes in the Authority's organization and internal management make it appropriate and necessary or desirable to further amend and revise provisions of the by-laws of the Authority. NOW,THEREFORE,BE IT RESOLVED BY THE ALASKA ENERGY AUTHORITY AS FOLLOWS: Section 1.The Authority amends,revises,and restates the by-laws of the Authority as is set out in the attached by-laws of the Alaska Energy Authority. Section 2.The Authority readopts the attached by-laws of the Alaska Energy Authority. Section 3 This Resolution shall become effective immediately upon its passage and approval. DATED at Anchorage,Alaska,this 8"day of February 2001. Chairman ATTEST [SEAL] Secretary BY-LAWS OF THE ALASKA ENERGY AUTHORITY ARTICLE I -THE AUTHORITY 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 shail 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 AND OFFICERS Section 1.Board Members.Repealed 8/12/93 Resolution 1993-06.The members oftheboardofdirectorsoftheAlaskaIndustrialDevelopmentandExportAuthority(AIDEA) recognize the provisions of Chapter 18,SLA 1993 establishing them as members of the board of directors of the Alaska Energy Authority (AEA)and accept office as the board of directors of AEA.The chair and vice chair of AIDEA shall serve as chair and vice chair of the board of directors of AEA. 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.Chair.The Chair of the Board shall preside at all meetings of the Board. Except as otherwise authorized by resolution of the Board,the Chair 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 Authority. Section 4.Vice Chair.The Vice Chair of the Board shall perform the duties of the Chair in the absence or incapacity of the Chair. Section 5.Executive Director-Secretary-Treasurer.(a)The Board shall appoint an Executive Director.The Executive Director shall be the Secretary-Treasurer of the Authority. The Executive Director shall,subject to review by the members of the Authority,in general H:\ALL\bfuglestad\BOARD\RESOLUTIMEA Bylaws.doc Page 1 of 6 supervise and control the business and affairs of the Authority,and shall perform all duties incident of the office of Executive Director and such other duties as the members of the Authority may prescribe from time to time. (b)As Secretary,the Executive Director shall: 1.Keep the records of the Authority; 2.Keep a record of the proceedings of the Authority in a journal of proceedings to be kept for such purposes; 3.Act as Secretary of the meetings of the Authority and record all votes; 4.Provide that all meetings of the Authority are electronically recorded; 5.Provide for the standardization of all applications,forms,books and records of the Authority; 6.Keep in safe custody the seal of the Authority and shall have power to affix the seal to all contracts and instruments authorized to be executed by the Authority;and 7.Perform all other duties incident to his or her office. (c)As Treasurer,the Executive Director is authorized to: 1.Have the care and custody of all funds of the Authority; 2.Deposit Authority funds in such banks as he or she may select; 3.Invest corporate funds as directed by statute; 4.Disburse monies for all Authority expenses and obligations;and 5.Have annual audits made of the books of account of the Authority. (d)As Treasurer,the Executive Director is 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. (e)The Board,by a majority vote at a regularly called or specially called Board meeting, may by resolution assign to some other person or persons all or part of the above enumerated duties of the Executive Director and Secretary-Treasurer of the Board,or authorize the Executive Director to delegate all or part of the above enumerated duties to some other person or persons,and may give said person or persons,an appropriate title including that of Deputy Director,Assistant Secretary,or Assistant Secretary-Treasurer. H:\ALL\bfuglestad\BOARD\RESOLUTIVEA Bylaws.doc Page 2 of 6 Section 6.Contracts.Repealed 2/8/01 Resolution 2001-02. Section 7.Loans.Repealed 2/8/01 Resolution 2001-02. Section 8.Checks.Repealed 2/8/01 Resolution 2001-02. Section 9.Deposits.Repealed 2/8/01 Resolution 2001-02. Section 10.Additional Duties.The officers of the Authority 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 11.Election or Appointment.Repealed 8/12/93 Resolution 1993-06. Section 12.Vacancies.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 of this Article. Section 13.Additional Personnel.Repealed 2/8/01 Resolution 2001-02. Section 14.Selection of Management Personnel.Repealed 8/12/93 Resolution 1993- 06. Section 15.Conflicts of Interest.If any board member,employee,consultant,advisor, counsel or other agent of the Authority or the Alaska Industrial Development and Export Authority shall be a party to a lease or contract under consideration by the Authority,or shall have a direct ownership or equity or debt interest or other financial interest in a firm, partnership,corporation or association which is a proposed party to a lease or contract under consideration by the Authority,he or she shall so state in writing to the Authority at the time of initial consideration of the proposed lease or contract and shall thereafter take no part in the Authority's consideration of the lease or contract. Section 16.Legal Indemnification. (a)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 (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 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 H:\ALL\bfuglestad\BOARD\IRESOLUTIMEA Bylaws.doc Page 3 of 6 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. (i)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 indemnify 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 ill -BOARD MEETINGS Section 1.Annual Board Meeting.Repealed 2/28/95 Resolution 1995-01. 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 then at a place and on a date as fixed by the Chair.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 Board.If the members not present have signed a Waiver of Notice and Consent,then any and all business may be transacted even though notice of the meeting is not provided to Board members. Section 3.Special Board Meetings.Special meetings may be called upon request of the Chair 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.Reasonable notice shall be provided to the public for any 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. H:\ALL\bfuglestad\BOARD\RESOLUTIMAEA Bylaws.doc Page 4 of 6 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. 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 three 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 three 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.Repealed 2/8/01 Resolution 2001-02. 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.RECORDS Section 1.Custody.The books and records of the Authority,including all applications for financing and all contracts with third parties,including consultants,financial advisors and bond counsel,shall be maintained in the offices of the Authority. Section 2.Public Inspection.All books and records of the Authority,unless privileged, are available for public inspection during regular office hours at the offices of the Authority.The Authority will provide copies of books and records on request,but may charge a reasonable fee for this service which fee may include the cost of employee time and overhead.Books and records need not be reproduced in the exact form or medium in which they are stored, however,any alteration in the form or medium shall not change the substantive content of the information contained in the books or records. ARTICLE V-AMENDMENTS Section 1.Amendments to By-Laws.The By-Laws of the Authority shall be amended only with the approval of at least three 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 H:\ALL\bfuglestad\BOARD\RESOLUTINAEA Bylaws.doc Page 5 of 6 Board members are present or have been given at least 48 hours 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 Authority. AMENDMENTS Alaska Power Authority By-Laws,original 1978. Resolution 1981-6 of the Alaska Power Authority Board of Directors. Resolution 1993-06 of the Alaska Energy Authority. Resolution 1995-01 of the Alaska Energy Authority. Resolution 2001-02 of the Alaska Energy AuthorityaPWN>H:\ALL\bfuglestad\BOARD\RESOLUTIMAEA Bylaws.doc Page 6 of 6 ALASKA ENERGY AUTHORITY RESOLUTION NO.2001-01 RESOLUTION OF THE ALASKA ENERGY AUTHORITY RELATING TO THE APPOINTMENT OF VARIOUS OFFICERS OF THE AUTHORITY; AND RELATED MATTERS WHEREAS,the By-laws of the Alaska Energy Authority (the "Authority”)provide that the Executive Director of the Authority is the Secretary-Treasurer of the Authority; WHEREAS,the By-Laws of the Authority also set out the duties and responsibilities of the Secretary and the Treasurer of the Authority,provide that the members of the Authority may assign all or part of such duties to some other person or persons and give to such person or persons an appropriate title,including that of Assistant Secretary-Treasurer,and that officers of the Authority shall perform such other duties and functions as may from time to time be required by the Authority or the By-Laws or Regulations of the Authority; WHEREAS,Robert G.Poe,Jr.,became the Executive Director of the Authority on August 29,2000,and,pursuant to the By-Laws of the Authority,on that date the designated Secretary-Treasurer of the Authority; WHEREAS,Valorie F.Walker continues to be a Deputy Director of the Authority and it is desirable and proper that her appointment as Deputy Director-Finance and Assistant Secretary-Treasurer of the Authority be confirmed; WHEREAS,David Germer continues to be a Deputy Director of the Authority and it is desirable and proper that his appointment as Deputy Director-Business Development &Rural Energy and Assistant Secretary of the Authority be confirmed; WHEREAS,it is in the best interests of the Authority that James A.McMillan be appointed Deputy Director-Credit and Assistant Secretary of the Authority; WHEREAS,Dennis V.McCrohan is no longer an employee of the Authority and as such it is desirable and proper that his appointment as Deputy Director-Project Development and Operations and Assistant Secretary of the Authority be revoked; WHEREAS,Keith A.Laufer is no longer an employee of the Authority and as such it is desirable and proper that his appointment as Financial &Legal Affairs Manager and Assistant Secretary-Treasurer of the Authority be revoked;and WHEREAS,it is in the public interest to now confirm the appointment of the Executive Director and other officers of the Authority. NOW,THEREFORE,BE IT RESOLVED BY THE ALASKA ENERGY AUTHORITY AS FOLLOWS: Section1.The previous appointment of Robert Poe,Jr.as Executive Director and Secretary-Treasurer of the Authority is hereby reconfirmed. Section 2.The previous appointment of Valorie F.Walker as Deputy Director- Finance and Assistant Secretary-Treasurer of the Authority is hereby reconfirmed. | Section 3.The previous appointment of David E.Germer as Deputy Director- Business Development &Rural Energy and Assistant Secretary of the Authority is hereby reconfirmed. Section 4.James A.McMillan is hereby appointed Deputy Director-Credit and Assistant Secretary of the Authority. Section 5.The previous appointment of Dennis V.McCrohan as Deputy Director-Project Development and Operations and Assistant Secretary of the Authority is hereby revoked. Section6.The previous appointment of Keith A.Laufer as Financial &Legal Affairs Manager and Assistant Secretary-Treasurer of the Authority is hereby revoked. Section 7.The Assistant Secretary-Treasurer and each Assistant Secretary shall perform any and all duties of the Secretary-Treasurer as shall from time to time be assigned by the Executive Director. AEA/Appointment of Officers Resolution No.2001-01 h:all\bjfiboard\resoluti\aea officers Page 2 Section 8.From time to time,as may be required on a temporary basis,when the Executive Director is unavailable,the Executive Director may designate any Assistant Secretary or Assistant Secretary-Treasurer of the Authority as Acting Executive Director.The Acting Executive Director shall have all the duties and powers of the Executive Director of the Authority during the period the Executive Director is unavailable. Section 9.|The Executive Director is hereby authorized to sign on behalf of the Authority all contracts,deeds,instruments and other documents made by the Authority. The Executive Director may delegate,to any member of the Authority's staff,authority to sign contracts,deeds,instruments and other documents made by the Authority. Section 10.This Resolution shall become effective immediately upon its passage and approval. DATED at Anchorage,Alaska,this 8"day of February 2001. Chairman ATTEST [SEAL] Secretary AEA/Appointment of Officers Resolution No.2001-01 h:all\bjfiboard\resoluti\aea officers Page 3