HomeMy WebLinkAboutBPMC Bylaws comments 19935 ors
'ANE:
CC:TeesOO)dateGiteALASKAINOUSTRIALDEVELOPIeeNT
AND EXPORT AUTHORITY
480 WEST TUDOR *ANCHORAGE,ALASKA 99503-6690 «
September 21,1993
Mr.Ron Saxton,Esq.
Ater Wynne Hewitt
Dodson &Skerritt
225 S.W.Columbia,
Portland,Oregon
Suite 1800
97201-6618
Subject:Resolution 93,
(907)561-8050 *FAX (907)561-8998
Committee Bylaws
Bradley Lake Project Management Committee
Dear Ron:
In the August 1993 PMC meeting,
Committee Bylaws Resolution.
AEA/AIDEA comments are:
you requested comments on the
1.Since budget modification decision making is being
delegated,does this impose public notice and open
meeting requirements on the subcommittee?
2.Does this delegation conflict with provisions of the
Power Sales Agreement?
3.Budget matters require specific voting procedures and
concurrence by AEA.
your draft?
Are these procedures preserved in
Please call me if you have any questions.
Very truly yours,
DOM,Cool
Dennis V.McCrohan
Deputy Director (Energy)
DVM:ec
R.Snell,AIDEA VY
D.Beardsley,AIDEA
cc.
ALASKA INDUSTRIAL DEVELOPMENT
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480 WEST TUDOR «ANCHORAGE,ALASKA 99503-6690 «(907)561-8050 *FAX (907)561-8998
DATE:P 22/3
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SPECIAL INSTRUCTIONS OR COMMENTS
LZ:Brill,Kako
MEMORANDUM Prakdh BeiegtyanfSTONDaE
TO:Dennis V.McCrohan PNC.Deputy Director (Energy)
FROM:Daniel W.Beardsley
Contracts Manager
DATE:August 27,1993
SUBJECT:Resolution to amend Article 6.2 of the Bradley
Project Management Committee Bylaws
I have several concerns about the ability to delegate the PMC's
decision making authority to a special committee.My concerns
are as follows:
-There are seven parties represented on the PMC.A quorum to
do business requires five of the seven members,5.9,of
which at minimum a majority of the votes are required for
a approval,5.10.2.However,most significant matters require{the vote of at least four PMC members representingW,purchasers whose shares are greater than 51%,5.10.4,with(/the bulk of them also requiring the affirmative vote of the
Authority,5.10.5.Budget matters are listed under 5.10.5,
consequently it takes at least five members to approve those
matters,the same iver as required for a quorum of thePMC.Sanne Wiace
-The by-laws,5.11.2,and very likely the Alaska Statutes
require that the meetings be public.This appears'to
require that public notice of special committee meetings is
required,5.4.
- The ability to delegate decision making powers to a special
committee is extremely limited and will require major
modification of the by-laws and the Power Sales Agreement.
For the above reasons I do not recommend delegating decision-
making authority to a special committee.My recommendation is to
appoint special committees and authorize them to make
recommendations to the full PMC for decision.I do not believe
that such recommendations would require a change to the by-laws,
as the PMC would not be delegating its decision making authority.
In the event the PMC does want to take the action needed to allow
a special committee to assume decision-making authority,some
serious changes in the various agreements will be required.
>
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BancBRADLEYLAKEPROJECTMANAGEMENTCOMMITTEEProdiWoO
RESOLUTION 93 -11
A RESOLUTION of the Bradley Lake Project Management Committee (BPMC)regarding the
authority of the Budget Subcommittee to adjust budgets for annual Project costs as defined under Section
8 (a)(vii)of the Bradley Lake Power Sales Agreement (PSA).
WHEREAS the BPMC is authorized by the Bradley Lake Power Sales Agreement to adopt
budgets for annual operating and maintenance (O&M)costs as defined under Section 8 (a)(vii)of the
PSA for the operation of the Bradley Lake Hydroelectric Project and to make amendments to the budget
from time to time;and
WHEREAS the Budget Subcommittee of the BPMC is charged with researching and preparing
the O&M budget and amendments thereto;and
WHEREAS the Budget Subcommittee may meet on shorter notice and with more frequency than
the BPMC;and
WHEREAS the BPMC has determined that periodic minor O&M budget adjustments may be
necessary for smooth and efficient operation of the project and BPMC;and
NOW,THEREFORE BE IT RESOLVED that the BPMC authorizes the Budget Subcommittee
to make budget adjustments within line items of the adopted budget;and
BE IT FURTHER RESOLVED that the BPMC further authorizes the Budget Subcommittee to
increase the adopted total O&M budget up to ten percent (10%)of the initially adopted total amount
when necessary to meet unforeseen operating expenditures;and
BE IT FURTHER RESOLVED that nothing in the authorization changes duties and
responsibilities of the parties established by the Bradley Lake Power Sales Agreement;and
BE IT FURTHER RESOLVED that the Budget Subcommittee shall report such changes to the
BPMC at the BPMC's next scheduled meeting.
ADOPTED by the Bradley Lake Project Management Committee at a regular meeting of the
Committee held July 22,1993.
BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE
David L.Highers\@hairman(ATTEST:BusthlbarBrentN.Petrie,Secretary
DATE:We,Ax,193dburgertword\minutes\pme\res93-11 /