HomeMy WebLinkAbout2024-11-08 RTO AgendaRAILBELT TRANSMISSION ORGANIZATION (RTO) GOVERNANCE COMMITTEE AGENDA November 8, 2024 10:00 AM Alaska Energy Authority Conference Room To participate dial 1-888-585-9008 and use code 212-753-619# 1. CALL TO ORDER
2. ROLL CALL (for Committee members)
3. PUBLIC ROLL CALL (for all others present)
4. AGENDA APPROVAL
5. PUBLIC COMMENTS
6. APPROVAL OF THE MEETING MINUTES – September 27, 2024
7. OLD BUSINESS
A. Draft Bylaws
8. NEW BUSINESS
A. RTO Working Group Update
B. RTO Schedule
9. MEMBERS COMMENTS
10. NEXT MEETING DATE – December 6, 2024
11. ADJOURNMENT
___________________________________________________________________________
RTO Minutes 9/27/24 Page 1 of 4
RAILBELT TRANSMISSION ORGANIZATION (RTO)
Meeting Minutes
September 27, 2024. 10:00 AM
Alaska Energy Authority
1. CALL TO ORDER
Curtis Thayer, AEA, called the first meeting of the Railbelt Transmission Organization to order at
12:00 p.m. A quorum was established.
2. ROLL CALL (for Committee members)
Joel Groves (Railbelt Reliability Counsel [RRC]); Travis Million (Golden Valley Electric Association
[GVEA]); Tony Zellers (Matanuska Electric Association [MEA]); Brad Janorschke (Homer Electric
Association [HEA]); Brian Hickey (City of Seward); Arthur Miller (Chugach Electric Association
[CEA]); and Curtis Thayer (Alaska Energy Authority [AEA]).
3. PUBLIC ROLL CALL (for all others present)
Jennifer Bertolini, Mark Billingsley, Conner Erickson, William Price (AEA); Joel Paisner (Ascent Law
Partners); Matt Clarkson (CEA); David Grossklaus (Dorsey & Whitney); Daniel Heckman (GVEA);
Sarah Lambe, Jessica Spuhler (HEA); and Tony Izzo (MEA).
4. AGENDA APPROVAL
MOTION: A motion was made by Mr. Million to approve the agenda as presented. Motion
seconded by Mr. Janorschke.
The motion to approve the agenda passed unanimously.
5. PUBLIC COMMENTS - None.
6. NEW BUSINESS
Mr. Thayer explained that this is the first meeting of the RTO Governance Committee, which was
created by HB 307. Members include the Railbelt utilities, AEA, and the RRC. The RTO is expected
to submit bylaws to the Regulatory Commission of Alaska (RCA) by year-end. Mr. Thayer noted
that AEA has drafted a set of bylaws for the RTO that are based on the structure of the Bradley
Lake Project Management Committee (BPMC) bylaws. Mr. Thayer requested that members review
the draft bylaws for future discussion. He noted that because the RTO was created by statute, the
RTO is subject to ethics training and the Open Meetings Act.
___________________________________________________________________________
RTO Minutes 9/27/24 Page 2 of 4
A. RTO Working Group Update
Mr. Thayer requested Daniel Heckman, GVEA, provide the RTO Working Group Update. Mr.
Heckman explained that the RTO Working Group was established prior to the introduction and
passage of HB 307. He noted that the RRC is a new member of the RTO Working Group. Mr.
Heckman discussed that the RTO Working Group is focused on two primary objectives established
by HB 307; the filing of the certificate to operate as an RTO consistent with the statutory certificate
requirements of the RCA, and the filing of the Open Access Transmission Tariff (OATT) and
embedded cost recovery mechanism. Mr. Heckman reported that the RTO Working Group
members are comprised of a multi-disciplinary group of individuals across the Railbelt electric
utilities and AEA. The recent meetings have concentrated on the Federal Energy Regulatory
Commission (FERC) standards that govern open access transmission tariffs and transmission
networks. He noted that the RTO Working Group utilizes a consultant to lead the more technical
based discussions, and utilizes counsel who have significant regulatory experience in Alaska.
Mr. Heckman discussed that the RTO Working group requested that RCA issue an order on or
before October 17, 2024 in the proceeding regarding the process the RCA will undertake to
certificate the RTO. The intent is to give the RTO Committee time to review the RCA certificate
application before the decision is made to forward the application at the December 6, 2024 RTO
Committee meeting. Mr. Heckman highlighted the ongoing work and progress in the
development of the OATT. He remains confident that the RTO Working Group and the RTO
Committee will meet the statutory requirements of HB 307 and the OATT. There were no
comments or questions.
B. Draft Bylaws
i. Open Meetings Act
Mr. Thayer explained that he is in the position of leading the meeting until the bylaws are
established and a Chair is elected. He noted that AEA’s general counsel Mark Billingsley and
counsel David Grossklaus, Dorsey & Whitney, are both available to answer questions regarding
the draft bylaws. Mr. Thayer requested Mr. Grossklaus to comment on the draft bylaws.
Mr. Grossklaus reiterated that the draft bylaws presented follow best practices and the structure
of the BPMC bylaws. He reviewed the draft and outlined the articles. Mr. Grossklaus commented
that discussion should occur regarding the details of the articles and Attachment 1.
Mr. Janorschke thanked Mr. Grossklaus for the update. He requested additional clarification
regarding the duties of the Technical Subcommittee as it relates to the RTO Working Group.
Mr. Grossklaus explained that the draft bylaws outline the expected operational aspects of the
subcommittees. However, discussion is ongoing, and the members can decide which
subcommittees are necessary.
Mr. Billingsley explained that the lasting vision for the RTO bylaws anticipate the subcommittee
___________________________________________________________________________
RTO Minutes 9/27/24 Page 3 of 4
needs for the next 15 to 20 years, rather than the sole focus of the RTO Working Group during
this initial stage. He requested Matt Clarkson, general counsel of CEA, to comment on the
endeavors of the RTO Working Group.
Mr. Clarkson explained that the RTO Working Group’s efforts include developing a durable
formula definition and creating a list of assets. He noted that House Bill 307 contains guidance
that indicate the standards must be consistent with FERC.
Mr. Hickey requested that a side-by-side comparison of the BPMC bylaws and the draft RTO
bylaws are presented and discussed at the next meeting. There was no objection. Mr. Hickey asked
if Attachment 1 pertains only to the corresponding share of expenses during the creation phase
of the organization or if the percentages apply to allocated transmission costs throughout the
Railbelt.
Mr. Billingsley explained that Attachment 1 relates only to corresponding share of expenses during
the initial phase. The RTO Working Group will make recommendations to the RTO Committee
regarding future transmission costs. Additionally, the percentages listed in Attachment 1 are not
voting rights.
Mr. Miller asked for the next steps regarding the review and adoption of the bylaws. Mr. Billingsley
requested that members email their edits, and he will work with Mr. Grossklaus to compile the
edits and revise the bylaws.
Mr. Thayer asked Mr. Billingsley if it would be appropriate to create a bylaws working committee,
compliant to the Open Meetings Act, to review and examine the corresponding edits. Mr. Thayer
noted that the RCA filing date is approaching.
Mr. Billingsley agreed that it would be helpful for each member to appoint a designee to
collaborate on the bylaws. There was no objection. Mr. Thayer requested that Mr. Billingsley and
Mr. Grossklaus are the organizers of that working group.
Mr. Miller indicated the representative for CEA will be Mr. Clarkson. Mr. Million indicated the
representative for GVEA will be Mr. Heckman. Mr. Zellers indicated the tentative representative
for MEA is David Pease. Mr. Hickey indicated the tentative representative for Seward is Cody
George. Mr. Janorschke indicated the tentative representative for HEA is Jessical Spuhler. Mr.
Groves noted that a tentative representative for RRC has not yet been decided. There were no
other comments or questions.
C. RTO Schedule
Mr. Thayer advised that today’s RTO meeting followed the BPMC meeting. He noted that the next
RTO meeting is suggested for December 6, 2024. However, that date can change as necessary,
and other meetings dates will be scheduled when needed.
___________________________________________________________________________
RTO Minutes 9/27/24 Page 4 of 4
7. MEMBERS’ COMMENTS
Mr. Janorschke expressed appreciation for the update and efforts of Mr. Heckman. He requested
that the next meeting also include updates from Tina Unidentified and Carl Unidentified regarding
their activities.
Mr. Hickey thanked Mr. Thayer for conducting today’s meeting. He echoed Mr. Janorschke’s
comments.
Mr. Zellers echoed Mr. Janorschke’s comments.
Mr. Million expressed appreciation for the updates, and is looking forward to the continued work
on the bylaws.
Mr. Groves apologized that the RRC has not been more involved to-date. He understands this
process is important and hopes to be more engaged going forward. Mr. Groves commented that
the timeline is tight. He asked for feedback regarding the expected duration and effort that will
be necessary to complete and approve the bylaws. He looks forward to the process.
Mr. Miller expressed appreciation to Mr. Thayer for arranging today’s meeting and for the updates
and continued efforts in moving the process forward.
Mr. Thayer suggested that the bylaws committee work until the end of October, and then report
back.
There were no additional comments or questions.
8. NEXT MEETING DATE – December 6, 2024 (tentative)
9. ADJOURNMENT
There being no further business for the committee, the meeting adjourned at 12:33 p.m.
Adopted: September [__], 2024 4867-8430-4858\2
RAILBELT TRANSMISSION ORGANIZATION BYLAWS
i 4867-8430-4858\2
RAILBELT TRANSMISSION ORGANIZATION BYLAWS
TABLE OF CONTENTS
ARTICLE 1 – STATEMENT OF OBJECTIVES ..................................................................................1
ARTICLE 2 - AUTHORITY OF THE RAILBELT TRANSMISSION ORGANIZATION ....................1
ARTICLE 3 - OFFICES .....................................................................................................................1
ARTICLE 4 - REPRESENTATIVES ...................................................................................................1
ARTICLE 5 - COMMITTEE MEETINGS ..........................................................................................2
5.1 Annual Meeting .....................................................................................................2
5.2 Regular Meetings ..................................................................................................2
5.3 Special Meetings ....................................................................................................2
5.4 Notice of Meetings ................................................................................................2
5.5 Waiver of Notice ....................................................................................................2
5.6 Place of Meetings ..................................................................................................2
5.7 Teleconferencing ...................................................................................................2
5.8 Minutes of Meetings .............................................................................................3
5.9 Quorum ...................................................................................................................3
5.10 Manner of Acting ...................................................................................................3
5.11 Conduct of Meetings ............................................................................................4
5.12 Open Meetings ......................................................................................................4
ARTICLE 6 - SUBCOMMITTEES .....................................................................................................5
6.1 Designation of Subcommittees ...........................................................................5
6.2 Powers of Subcommittees ....................................................................................5
ii 4867-8430-4858\2
6.3 Subcommittee Membership ................................................................................5
6.4 Term of Subcommittee .........................................................................................5
6.5 Standing Subcommittees .....................................................................................5
ARTICLE 7 - OFFICERS ...................................................................................................................6
7.1 Number ...................................................................................................................6
7.2 Election and Term of Office ..................................................................................6
7.3 Removal ..................................................................................................................6
7.4 Vacancies ................................................................................................................6
7.5 Chair ........................................................................................................................6
7.6 Vice Chair ................................................................................................................6
7.7 Secretary .................................................................................................................6
7.8 Treasurer .................................................................................................................6
7.9 Permanent Secretary and Treasurer. The Authority’s representative shall serve as the permanent Secretary and Treasurer. ....................................7
ARTICLE 8 - RECEIPT AUTHORITY AND BUDGET ......................................................................7
8.1 The Committee shall adopt an annual budget for the RTO no later than 90 days before the beginning of the Fiscal Year. The budget shall be based on estimated amounts to be collected by each utility that is covered by the OATT using the most recent Commission approved allocation methodology. The annual administrative budget for the RTO shall include: RTO specific administrative costs; costs for legal, regulatory, and engineering consultants; costs related to the Committee or any of its subcommittees; and, any other cost approved by the Committee. In the event the Committee fails to timely adopt an annual budget, the Authority shall prepare an annual budget for the RTO. ....................................................7
When necessary to meet the obligations of AS 44.83.700-720, the RTO shall collect and distribute funds among the utilities covered by the
iii 4867-8430-4858\2
OATT. In the event the Committee fails to act to satisfy this obligation, the Authority is authorized to act on behalf of the RTO. .............7
The Authority shall pursue receipt authority from the State of Alaska on behalf of the RTO. ..................................................................................................7
The RTO’s Fiscal Year for budgeting purposes shall begin on July 1 and end on June 30 of the succeeding year. .............................................................7
The RTO’s accounts and funds shall be audited by an independent third party as part of the Authority’s annual audit. ....................................................7
For purposes of this Section, the Authority shall provide details listing personnel requirements by work function, their gross payroll, payroll burdens and the estimated percentage of each work function to be required for administration of the RTO and the OATT. The estimated costs for materials, supplies, and other costs shall be provided in sufficient detail to allow the Committee a reasonable basis to analyze the budget in the approval process and to provide a basis for the annual audit of actual costs. .......................................................7
Administrative costs associated with the RTO shall be included in the OATT for cost recovery. Until such time that a Committee-approved rate from the OATT is included on the bills of the Railbelt utilities’ customers, costs associated with outside contracts shall be shared according to Attachment I. ...................................................................................8
RTO procurement shall be performed and managed in compliance with State of Alaska standards, AS 36.30. ...................................................................8
ARTICLE 9 - PROCEDURES FOR DISPUTE RESOLUTION ...........................................................8
9.1 Procedural Rules ....................................................................................................8
9.2 Authority .................................................................................................................8
9.3 Judicial Review .......................................................................................................8
9.4 Arbitration...............................................................................................................8
9.5 Cost of Arbitration .................................................................................................9
ARTICLE 10 - REIMBURSEMENT OF TRAVEL AND PER DIEM EXPENSES ...............................9
iv 4867-8430-4858\2
10.1 Travel and Per Diem ..............................................................................................9
10.2 Other Expenses ......................................................................................................9
ARTICLE 11 - OTHER POLICIES ....................................................................................................9
11.1 Numbering of Resolutions ...................................................................................9
11.2 Definition of Terms ................................................................................................9
11.3 Amendment of Bylaws ..........................................................................................9
4867-8430-4858\2
RAILBELT TRANSMISSION ORGANIZATION BYLAWS
ARTICLE 1 – STATEMENT OF OBJECTIVES
The Railbelt Transmission Organization (the “RTO”) shall be responsible for the administration of the open access transmission tariff (the “OATT”) that provides for recovery of transmission costs and related ancillary services, and replaces wholesale charges assessed by unit by each utility in the Railbelt with a new mechanism that fairly recovers and equitably allocates the costs of operating the backbone transmission system (the “System”) and any other duties or responsibilities assigned to it by the Alaska Legislature.
These Bylaws set forth the procedural rules of the RTO and its governing committee (the “Committee”) established pursuant to AS 44.83.700 – 44.83.720 and policies adopted by the Committee.
ARTICLE 2 - AUTHORITY OF THE RAILBELT TRANSMISSION ORGANIZATION
The RTO exists and operates pursuant to AS 44.83.700 – 44.83.720, as may be amended, or as otherwise provided by law.
ARTICLE 3 - OFFICES
The RTO shall have no physical office but shall have a mailing address at the Authority.
ARTICLE 4 - REPRESENTATIVES
The Committee shall consist of representatives of the Authority and each Railbelt utility, as defined in AS 44.83.720(4), as well as the chief executive officer of the applicable electric reliability organization as an ex officio nonvoting member. The specific
Committee membership is set forth on Attachment I. No Committee member shall obtain
an additional vote through merger with, acquisition of, or assignment from another Committee member.
Each Committee member entitled to vote shall designate one representative and one alternative representative to the Committee. Each Committee member shall notify all other Committee members in writing of the names, addresses, email addresses, and telephone numbers of its representative and designated alternate representative. Any Committee member may change its designated representative or alternate representative at any time and shall promptly provide written notice of such change to the other
2 4867-8430-4858\2
Committee members. The alternate representative shall serve as the designated representative in the absence of the designated representative.
ARTICLE 5 - COMMITTEE MEETINGS
5.1 Annual Meeting. The annual meeting of the Committee shall be the first regular meeting of the Fiscal Year , as defined in Section 11.4, for the purpose of electing officers and transacting such other business as may come before the Committee.
5.2 Regular Meetings. Regular meetings shall be held at least quarterly, with the specific date and time to be determined by the Committee.
5.3 Special Meetings. Special meetings of the Committee may be called by the Chair or by three members of the Committee at any time by so advising the Secretary of the Committee. Business at a special meeting of the Committee shall be limited to the purpose stated in the notice of such special meeting.
5.4 Notice of Meetings. Public notice shall be given by the Secretary for Committee and subcommittee meetings consistent with AS 44.62.310. Notice of meetings shall be given:
5.4.1 at least five (5) days before the date of the meeting; and
5.4.2 by delivering notice by email to all Committee or subcommittee members and alternate representatives, as applicable; and
5.4.3 by publishing a notice on the State of Alaska’s online public notice system; and
5.4.4 with a statement of the purpose for which any Special Meeting is called.
5.5 Waiver of Notice. Whenever any notice is required to be given to any person or persons, a waiver of the notice in writing, signed by the person or persons entitled to such notice, whether before or after the time stated in the notice, shall be deemed equivalent to the giving of such notice.
5.6 Place of Meetings. The Chair of the Committee may designate any place as the place of meeting for any annual, regular, or special meeting of the Committee.
5.7 Teleconferencing. Attendance and participation by any or all representatives of the Committee members at any meeting of the Committee may be by teleconference. The votes at a meeting held by teleconference shall be taken by roll call.
3 4867-8430-4858\2
Materials that are to be considered at a Committee meeting that is held by teleconference shall be made available at the teleconference locations or electronically if practicable. Participation by such means shall constitute presence at a meeting.
5.8 Minutes of Meetings. Written minutes shall be kept for all annual, regular and special meetings of the Committee. Minutes of the meeting shall be provided to each member following each meeting. The official copy of the minutes shall be signed by the Chair and the Secretary.
5.9 Quorum. At all meetings of the Committee, the presence of the representatives of any four voting members shall constitute a quorum for the transaction of business.
5.10 Manner of Acting
5.10.1 Committee actions may be taken by any reasonable voting method, provided that any Committee member may request a roll call vote. All actions taken via teleconferencing shall be by roll call vote.
5.10.2 A representative who is present at a meeting of the Committee at which action on a Committee matter is taken shall be presumed to have assented to such action unless the representative’s dissent or abstention is both indicated and recorded at the time of the action.
5.10.3 Except for those matters that expressly require alternative voting procedures, action supported by an affirmative vote of four or more voting members taken during a meeting at any time when a quorum is present, shall be an act of the Committee, and binding on the Committee members.
5.10.4 The following matters shall require the affirmative vote of at least five voting members.
(a) Determination of rules, procedures, and accounts necessary to manage and/or distribute funds collected through the OATT.
(b) Removal of an officer.
(c)
5.10.5 The following matters shall require the affirmative vote of at least four voting members including the affirmative vote of the Authority.
4 4867-8430-4858\2
(a) Procedural rules and matters related to the administration of the Committee.
5.10.6 In the following matters, the unanimous concurrence of all voting Committee members shall be necessary for an action to be taken:
(a) Filing of the RTO’s initial OATT with the Regulatory Commission of Alaska (RCA) for approval; subsequent filings shall be approved under the voting provisions of 5.10.4.
(b) Any application to be filed by the RTO with the RCA for a certificate under AS 42.05.221.
(c) Adoption of RTO Bylaws and subsequent amendments thereto.
(d) Adoption of procedures for dispute resolution.
(e) Identification of assets that meet the definition of “backbone transmission system.”
5.10.7 For the avoidance of doubt, affirmative action by the RTO approving any filing with the RCA does not prevent a dissenting Committee member from taking a position before the RCA that is contrary to the RTO’s position.
5.10.8 In the event that the number of voting members on the Committee is five rather than six, then the minimum number of votes under 5.10.3 shall be three, the minimum number of votes under 5.10.4 shall be four, and the minimum number of votes under 5.10.5 shall be four. These sections of the bylaws shall be amended by the Committee in the event that the number of voting members on the Committee is other than five or six in total.
5.11 Conduct of Meetings. The most current version of Roberts Rules of Order shall govern the conduct of Committee meetings except where in conflict with specific procedural rules adopted by the Committee.
5.12 Open Meetings. The Committee recognizes that its meetings are required to be open to the public under AS 44.62.310 except as otherwise provided by that statute such as for executive sessions or as otherwise provided by another provision of law.
5 4867-8430-4858\2
ARTICLE 6 - SUBCOMMITTEES
6.1 Designation of Subcommittees. In addition to the Standing Subcommittees detailed in this Article, the Committee may appoint subcommittees from time to time, subject to such conditions as may be prescribed by the Committee. The designation of any such subcommittee shall not relieve the Committee or any member of the Committee of any responsibility imposed by law.
6.2 Powers of Subcommittees. Subcommittees shall have the authority to advise and make recommendations to the Committee and has no authority to establish policies or make decisions for the Committee. Except for the Standing subcommittees designated in this Article, the Committee shall formalize subcommittees by adopting a resolution that details the scope of the subcommittee. Subcommittees may only act upon matters and within the scope authorized by the Committee.
6.3 Subcommittee Membership. Members may delegate their subcommittee representation, attendance, and vote to their alternate representative under Article 4 or another representative from their organization.
6.4 Term of Subcommittee. The members of each subcommittee shall serve for one year from the date of appointment except as otherwise specified by the Committee by resolution.
6.5 Standing Subcommittees
6.5.1 Tariff Subcommittee. There shall be a tariff subcommittee consisting of a representative from each member of the Committee. It shall be the duty of the tariff subcommittee to make recommendations to the Committee regarding the development and management, as well as updates to, the OATT.
6.5.2 Finance Subcommittee. There shall be a finance subcommittee consisting of a representative from each member of the Committee. It shall be the duty of the finance subcommittee to make recommendations regarding financial reporting and accounting practices, policies, operational controls, and safeguards.
6.5.3 Technical Subcommittee. There shall be a technical subcommittee consisting of a representative from each member of the Committee. It shall be the duty of the technical subcommittee to recommend to the Committee which assets are included within the statutory definition of “backbone
6 4867-8430-4858\2
transmission system” and manage and update the list of assets included as part of the System as approved by the Committee.
ARTICLE 7 - OFFICERS
7.1 Number. The officers of the Committee shall initially consist of a Chair, a Vice Chair, a Secretary, and a Treasurer. The Committee may elect such other officers and agents as it shall deem necessary, who shall exercise such powers and perform such duties as shall be determined from time to time by the Committee.
7.2 Election and Term of Office. The procedures for the election of officers as well as term durations are as designated in Attachment II, attached hereto.
7.3 Removal. Any officer elected by the Committee may be removed under the procedures set forth in section 5.10.4.
7.4 Vacancies. In the event any vacancy occurs in any elected office of the Committee, the remaining members of the Committee shall elect a successor to the office at the next regular meeting of the Committee and in accordance with Attachment II.
7.5 Chair. The Chair shall preside at all meetings of the Committee and shall perform such other duties and have such other powers as the Committee may prescribe.
7.6 Vice Chair. The Vice Chair shall act under the direction of the Chair, and in the absence or disability of the Chair or if the office of the Chair is vacant, shall perform the duties of the Chair, and from time to time shall perform such other duties and have such other powers as the Chair or Committee may prescribe.
7.7 Secretary. The Secretary shall act under the direction of the Chair with respect to secretarial duties. Subject to the direction of the Chair or the Committee, the Secretary shall attend all meetings of the Committee and keep a record of the proceedings. In the Secretary’s absence, the Chair shall designate another member of the Committee to keep a record of the proceedings. The Secretary shall perform like duties for subcommittees when required. The Secretary shall give or cause to be given notice of all meetings of the Committee and special meetings of the Committee and shall perform such other duties as may be prescribed by the Chair or the Committee.
7.8 Treasurer. The Treasurer shall act under the direction of the Committee with respect to Treasurer duties. Subject to the direction of the Committee, the Treasurer shall have control of the Committee funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Committee and shall immediately deposit all monies and other valuable effects in the name and to the credit
7 4867-8430-4858\2
of the Committee in such depositories as may be designated by the Committee. The Treasurer shall disburse the funds of the Committee as may be ordered by the Committee, taking proper vouchers for such disbursements, and shall render to the Chair and the Committee at its regular meetings or when the Committee so requires, an account of all of the Treasurer’s transactions as Treasurer and of the financial condition of the Committee.
7.9 Permanent Secretary and Treasurer. The Authority’s representative shall serve as the permanent Secretary and Treasurer.
ARTICLE 8 - RECEIPT AUTHORITY AND BUDGET
8.1 The Committee shall adopt an annual budget for the RTO no later than 90 days before the beginning of the Fiscal Year. The budget shall be based on estimated amounts to be collected by each utility that is covered by the OATT using the most recent Commission approved allocation methodology. The annual administrative budget for the RTO shall include: RTO specific administrative costs; costs for legal, regulatory, and engineering consultants; costs related to the Committee or any of its subcommittees; and, any other cost approved by the Committee. In the event the Committee fails to timely adopt an annual budget, the Authority shall prepare an annual budget for the RTO.
8.2 When necessary to meet the obligations of AS 44.83.700-720, the RTO shall collect and distribute funds among the utilities covered by the OATT. In the event the Committee fails to act to satisfy this obligation, the Authority is authorized to act on behalf of the RTO.
8.3 The Authority shall pursue receipt authority from the State of Alaska on behalf of the RTO.
8.4 The RTO’s Fiscal Year for budgeting purposes shall begin on July 1 and end on June 30 of the succeeding year.
8.5 The RTO’s accounts and funds shall be audited by an independent third party as part of the Authority’s annual audit.
8.6 For purposes of this Section, the Authority shall provide details listing personnel requirements by work function, their gross payroll, payroll burdens and the estimated percentage of each work function to be required for administration of the RTO and the OATT. The estimated costs for materials, supplies, and other costs shall be provided in sufficient detail to allow the Committee a reasonable basis to analyze the budget in the approval process and to provide a basis for the annual audit of actual costs.
8 4867-8430-4858\2
8.7 Administrative costs associated with the RTO shall be included in the OATT for cost recovery. Until such time that a Committee-approved rate from the OATT is included on the bills of the Railbelt utilities’ customers, costs associated with outside contracts shall be shared according to Attachment I.
8.8 RTO procurement shall be performed and managed in compliance with State of Alaska standards, AS 36.30.
ARTICLE 9 - PROCEDURES FOR DISPUTE RESOLUTION
9.1 Procedural Rules. The Committee shall perform its decision-making responsibilities consistent with AS 44.83.700 – 44.83.720 and any duly adopted procedural rules.
9.2 Authority. In the event the authority of the Committee to act is at issue, the Committee shall first make a finding as to its authority. If the Committee determines that it has the authority to consider the matter, it shall decide the issue on its merits. If the Committee determines that it does not have the authority to consider the matter, the matter will be subject to immediate judicial resolution. If the court determines that the Committee in fact had authority to consider the matter, the matter shall be remanded for Committee action consistent with the court determination.
9.3 Judicial Review. Any action, or failure to act, of the Committee shall be subject to judicial review. The reviewing court shall (a) set aside any Committee action found to be arbitrary, capricious or otherwise not in accordance with law; and (b) order the Committee to take action if such action has been unreasonably withheld or delayed. Failure of any party to appeal any Committee decision shall not constitute a waiver of the right to appeal any future decision. Judicial review shall be governed by the laws of the State of Alaska and shall be filed in the Alaska Court System.
9.4 Arbitration. Following a vote conducted using the approval standards in Section 5.10.4 of these bylaws, the Committee may refer any matter within the Committee’s authority to arbitration. Unless otherwise unanimously agreed to by the members of the Committee, arbitration shall be conducted before an arbitrator selected under the guidelines of the American Arbitration Association and the arbitration shall be conducted in accordance with the commercial arbitration rules of the American Arbitration Association then in effect. In addition, the arbitrator must have education and experience in the particular matter being arbitrated. The decision of the arbitrator shall be subject to judicial review as a Committee decision, in accordance with Section 9.3 above.
9 4867-8430-4858\2
9.5 Cost of Arbitration. The costs incurred in connection with the arbitration shall be apportioned by the arbitrator as deemed reasonable and appropriate.
ARTICLE 10 - REIMBURSEMENT OF TRAVEL AND PER DIEM EXPENSES
10.1 Travel and Per Diem. Unless otherwise determined by the Committee, each member shall be responsible for the cost of travel and any per diem for its representative and alternate representative to attend meetings of the Committee or a subcommittee in accordance with their respective travel policies.
10.2 Other Expenses. The Committee shall determine when any other expenses will be reimbursed on a case-by-case basis.
ARTICLE 11 - OTHER POLICIES
11.1 Numbering of Resolutions. The Committee has established that all resolutions and actions adopted by the Committee shall be assigned a number. The first part of the number shall be the last two digits of the year in which the resolution or action is adopted (e.g., Resolution 24-_). The second part shall be a sequential number reflecting the order which the resolution or action was adopted, beginning with the number “01,” and increasing by one with the adoption of each subsequent resolution or action. The Secretary of the Committee shall establish and maintain an official journal for recording resolutions and actions of the Committee.
11.2 Definition of Terms. Except as otherwise provided, terms included in these Bylaws shall have the meaning specified in AS 44.83.700 – 44.83.720.
11.3 Amendment of Bylaws. These Bylaws may be altered, amended, or repealed and new Bylaws adopted by the Committee at any regular or special meeting, subject to the voting requirements set out in Article 5.10 of these Bylaws.
4867-8430-4858\2
ATTACHMENT I TO BYLAWS OF RAILBELT TRANSMISSION ORGANIZATION COMMITTEE
RTO Members and Corresponding Share of Expenses
List of RTO Members Percentage Shares of Expenses Chugach Electric Assn. 19% Golden Valley Electric Assn. 19% Alaska Electric and Energy Coop. 19% Matanuska Electric Assn. 19% Seward Electric System 5% Alaska Energy Authority 19% Railbelt Reliability Council 0 % Total 100.0%
11 4867-8430-4858\2
ATTACHMENT II TO BYLAWS OF RAILBELT TRANSMISSION ORGANIZATION COMMITTEE
Rules for Election of Chair and Vice Chair The procedures embodied in these rules have been adopted by the Railbelt Transmission Organization to facilitate the election of the Chair and Vice Chair as called for under Article 7 of the Bylaws. These procedures may be amended at any time pursuant to Article 5 of the Bylaws. 1. The Chair and Vice Chair shall be elected by an affirmative vote under Article 5.10.3 of the Bylaws. Each member of the Committee shall have one vote in this election.
2. The Chair and Vice Chair shall serve for a term of two years or until his or her resignation or removal, if earlier. The Chair and Vice Chair shall not be eligible for consecutive terms but shall be eligible if they held the position of Chair or Vice Chair, respectively, other than during the immediately preceding term.
3. The biennial election of the Chair and Vice Chair shall occur at the Annual Meeting.
4. The election shall be supervised by the current Chair. If the Chair is not present or no member of the Committee holds the Chair position, then the duty to supervise the election shall reside with the current Vice Chair and failing that with the current Secretary, and failing that with the current Treasurer.
5. The election shall be conducted by secret ballots, which shall be delivered to the supervisor of the election by hand, or other confidential communication in the case of members who are not attending the Annual Meeting in person. Voting by proxy is not allowed.
6. The elections of the Chair and the Vice Chair shall take place at the beginning of the Annual Meeting. The newly-elected officers’ terms of service shall begin upon completion of the elections at the Annual Meeting.
7. Seven days prior to the Annual Meeting the supervisor of the election shall notify the members of the Committee that nominations for Chair and Vice Chair of the Committee will be open for 72 hours.
8. Members of the Committee may nominate any member of the Committee to serve as Chair. Self-nominations are allowed.
12 4867-8430-4858\2
9. Nominations shall be communicated to the supervisor of the election. The supervisor of the election shall contact any nominee who is not self-nominated to confirm the nominee’s willingness to serve as Chair or Vice Chair, as applicable, if elected.
10. Upon conclusion of the nomination period and confirmation that all nominees are willing to serve, the supervisor of the election shall send the list of nominees to the members of the Committee.
11. At the commencement of the Annual Meeting, each of the nominees shall be given an opportunity to address the Committee if they so desire.
12. In the event that no candidate receives the requisite majority, the candidate receiving the lowest number of votes shall be removed from the ballot and a new vote taken.
13. In the event that there is a tie between two or more candidates receiving the lowest vote, then the supervisor of the election shall conduct a run-off election among those tied candidates in which all of the members of the Committee shall have a vote. In the event that none of the tied nominees receives a majority of the votes cast, the nominee receiving the lowest number of votes shall be removed from the ballot and a new vote taken, until one of the nominees receives a majority of the votes cast. When one of the tied nominees receives a majority of the votes cast, then the other tied nominees shall be removed from the ballot for the position and a new vote taken for that position.
14. Step 12, and as necessary Step 13, shall be repeated until one candidate receives the requisite majority of the votes and so is elected Chair or Vice Chair of the Committee.
2025 Proposed RTO Meeting Dates:
The DRAFT Bylaws suggest quarterly meetings. RTO’s next meeting is
proposed for December 6, 2024 to review Certificate Filing. The following
recommended quarterly dates also correspond with some of the
recommended BPMC 2025 meeting dates.
March 21, 2025
June 20, 2025
September 26, 2025
December 5, 2025