HomeMy WebLinkAbout2024-12-04 RTO Agenda REVISEDRAILBELT TRANSMISSION ORGANIZATION (RTO) GOVERNANCE COMMITTEE AGENDA - REVISED December 4, 2024, 7:30 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 – November 8, 2024
7. OLD BUSINESS
A. Draft Bylaws
B. RTO Working Group Update
8. NEW BUSINESS
A. RTO Legal Representation
B. Cost Allocation Discussion
C. Charter :
i. Draft A
ii. Draft B
9. MEMBERS COMMENTS
10. NEXT MEETING DATE – December 6, 2024
11. ADJOURNMENT
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RAILBELT TRANSMISSION ORGANIZATION (RTO) REGULAR AGENDA November 8, 2024 Alaska Energy Authority Conference Room
1.CALL TO ORDER
Curtis Thayer, AEA, called the Railbelt Transmission Organization Governance Committee meeting to order at 10:00 a.m. A quorum was established.
2.ROLL CALL (for Committee members)
Joel Groves (Railbelt Reliability Counsel [RRC]); Daniel Heckman (Golden Valley Electric Association [GVEA]); Tony Izzo (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)
Fernanda Conrad (Accu-Type Depositions); Jennifer Bertolini, Mark Billingsley, Conner Erickson, Jim Mendenhall, William Price (AEA); Matt Clarkson (CEA); Ed Jenkin (MEA); and Tina Grovier (Stoel Rives).
4.AGENDA APPROVAL
MOTION: A motion was made by Mr. Miller to approve the agenda as presented. Motion seconded by Mr. Heckman.
Mr. Janorschke asked if Tina Grovier, Stoel Rives, is scheduled to provide an update at today’s meeting, per his request at the previous meeting.
Mr. Thayer responded that Ms. Grovier is in attendance today. He does not believe she is prepared to provide an update. Mr. Thayer advised that Mr. Heckman is scheduled to provide the RTO Working Group update during today’s meeting.
Mr. Heckman commented that his review today will include both Ms. Grovier and Carl Munro’s updates. Mr. Heckman stated that Ms. Grovier is available to answer questions today, however, the intent is for her and for Mr. Munro to be available at the December 6, 2024 meeting when the certificate is before the Committee.
Mr. Janorschke expressed appreciation. DRAFT
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A roll call was taken, and the motion to approve the agenda as presented passed unanimously. 5. PUBLIC COMMENTS - None.
6. APPROVAL OF THE MEETING MINUTES – September 27, 2024
MOTION: A motion was made by Mr. Hickey to approve the Minutes of September 27, 2024. Motion seconded by Mr. Miller. Mr. Janorschke requested that the Minutes be amended under Item 7. Members Comments to replace “Tina Unidentified” and “Carl Unidentified” with their respective last names: Tina Grovier and Carl Munro. Jennifer Bertolini, AEA, agreed. Mr. Thayer apologized, and noted the names will be included. There were no other comments. A roll call was taken, and the motion to approve the Minutes of September 27, 2024, as corrected, passed unanimously. 7. OLD BUSINESS
A. Draft Bylaws
Mr. Thayer explained that the Draft Bylaws were provided to members and posted online. Comments regarding the Draft Bylaws were received and compiled by Mark Billingsley, AEA General Counsel. Mr. Thayer requested review of the Draft Bylaws, and requested that Mr. Billingsley provide feedback regarding the sections that received comments or concerns. Mr. Thayer indicated there were no comments brought forward for Article 1, Article 2, Article 3, Article 4, Article 10, and Article 11.
Mr. Billingsley said that the DRAFT being reviewed accepts all of the changes that were proposed and no specific concerns were received. He said Mr. Groves and the RRC proposed some changes. He said the working group focused on the bigger issues and all of those comments are included in the DRAFT. He explained the referral for arbitration in Article 5.10.4 (c), and again in Article 5.10.6 (d), which addresses how much of a vote is required to refer a matter for dispute resolution, it appears again in Article 9, which deals with dispute resolution, which has not been figured out and that is why the group does not know how to fit it into the voting, 5.10, matter of acting. He said the parties have not figure out Dispute Resolution, but does not believe it would be a big challenge to resolve.
Mr. Izzo understood the Bylaws need to be finalized soon and advised that MEA has not yet submitted any of their comments or requests for clarifications regarding the Draft Bylaws, as their meeting to discuss the Draft Bylaws is not scheduled until next week. He said there are DRAFT
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several items that MEA would like to address like when the authority can act, arbitration versus judicial review, time to appeal, removal of an officer, etc.
Mr. Billingsley said some of the items mentioned by Mr. Izzo are part of Dispute Resolution has not been addressed. He said if there is verbiage preferred for Dispute Resolution that would be fine. He confirmed the Bylaws do need to be finalized prior to the submission of the Certificate of Public Convenience and Necessity (CPCN) and Open Action Transmission Tariff (OATT) that are due at the end of the year, but are not being put forward for approval today.
Mr. Thayer said another section with comments raised is Article 5.12 regarding Open Meetings.
Mr. Billingsley said there have been questions whether the RTO is subject to the Open Meetings Act, He said AEA is confident that the RTO is subject to the Open Meetings Act. He said if there are concerns, please share them.
Daniel Heckman stated GVEA’s position is that the RTO, as an entity, is subject to the Open Meetings Act. He clarified it is questionable whether the Open Meetings Act carries down through the working group and committees. He explained the working group is having very open and frank dialogue among the entities, and wants to encourage that continue while recognizing the unique situation of the organization.
Mark Billingsley acknowledged the working group is thoroughly reporting to the RTO at the public meetings on the work of the group. He also emphasized there are no decision being made by the working group, only recommendations. He further explained the working group does not have the RTO members on it, but other employees from the utilities. It is important that the working group is providing reports to the RTO, and the RTO is actually making the decisions.
Mr. Izzo said MEA is in complete support of the Open Meetings Act. It was discussed throughout the legislative process and has always been the intention. He further said MEA would address 5.10, the requirement of unanimous concurrence, which he does not support.
Mr. Billingsley recommended that RTO should consider carefully whether filing of the OATT and the CPCN should be unanimous. He re-emphasized the RTO will make the decision, not the working group. The RTO should also consider whether the adoption of the Bylaws should be unanimous. The other issues like dispute resolution, etc. are not as important.
Mr. Thayer said there are many watching the group closely, who are also watching other activities of these organizations like the GRIP, Dixon Diversion, etc. He said the intention is the group show unity going froward as the Railbelt Utilities are asking for hundreds of millions of dollars. He said if the Railbelt Utilities cannot get along, that will be noted.
Mr. Billingsley stated the list of issues is not AEA’s list, but it is out there for all to comment.
Mr. Izzo said there are already differences in opinions like the definition of backbone and up front that if the issues are not resolved, this will be headed back to the legislature. DRAFT
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Mr. Billingsley agreed.
Mr. Thayer summarized there will need to be additional discussion on Article 5.10.16 will have more discussion. He called attention to 5.12, the Open Meetings Act. He asked if there were any concerns with the Open Meetings Act for the RTO Governance Committee.
There were no concerns.
MR. Thayer moved onto the next concern, Committees. He reminded the RTO that Bylaws were based on the BPMC Bylaws, which is what the legislature referenced. He understood there are concerns with some of the committees identified in the DRAFT Bylaws.
Mr. Billingsley said the there were concerns with the tariff, finance and technical subcommittees. He explained that each member of the RTO is a member of the subcommittees, or your delegate. He clarified the subcommittees are not making recommendations, it is only the RTO Governance Committee that make decisions. He said there was one comment about the power of the sub committees, but did not understand it. He thought there was agreement about Article 6 regarding the subcommittees and asked if are concerns, please comment.
Mr. Thayer moved onto Article 7, Officers. He said the one questions was on Article 7.9, the Authority is the permanent Secretary / Treasurer and a question whether the Members of the Board were covered, or needed insurance.
Mr. Billingsley said the language is standard regarding the officers. He acknowledged the BPMC is a little bit different because the RTO is a product of statute. He said AEA believes the RTO Governance Committee is covered by the Alaska Tort Claims Act (ATCA). He acknowledged that is arguable and understands the RTO may want protection. He said AEA can secure an Attorney General Opinion, but that will not happen quickly but in the interim, indemnification language could be included and insurance could be purchased. He said once there is clarification from the Attorney General’s office, the insurance and indemnification could be removed.
Mr. Thayer called attention to Article 8., Receipt Authority and Budget. He said there were questions raised on 8.2, 8.3, 8.4, 8.5, 8.6 and 8.8.
Mr. Billingsley wondered if there was more detail in the Bylaws than necessary since these Bylaws were modeled after the BPMC. He said regarding 8.3, the Authority is to pursue receipt authority from the State of Alaska. He explained that Alaska Energy Authority cannot accept money unless it is approved by the State. He said it is mechanical and does not obligate the RTO. He said it could be removed, but AEA has to do it anyway. He said AEA did not anticipate the Fiscal Year would be controversial. He explained it was anticipated that AEA would serve as the Secretary /Treasurer, which includes maintaining the accounts, similarly to what AEA does for the BPMC. He stated accounts would be subject to audit, which would be done on the State’s Fiscal year. He explained the thought was the RTO would save money if it’s is included in AEA’s annual audit, but if the RTO wants to have a Special Audit that is fine. He said 8.8 is AEA providing details to the RTO on how it is spending money, but it could be taken out. He did not DRAFT
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understand the objection. He said 8.8 Procurement should be discussed and explained that AEA is subject to State Procurement Law. He speculated the only procurement for the RTO would be expert, legal, and audit. He wondered if the RTO would have objections to using State Procurement. He clarified it is not State Procurement for each utility’s transmission. He said any concerns should be discussed.
Mr. Thayer said there have been questions about AEA’s role in the RTO. He said AEA has reviewed the statute, which is administrative purposes housed within AEA. He explained administrative functions would be done by AEA like they are with the BPMC. For example, the audit, state procurement, general counsel, etc. He said just like with the BPMC, AEA has two employees that are dedicated to the BPMC and they charge time to the BPMC, which is them reimbursed by the BPMC. Similarly, the RTO would have the same process. He said the legislation gave the RTO two employees - a program manager and an accountant - which the state would pay for in FY25 and FY26. The legislation also gave AEA ½ million to help pay for the cost of standing up the RTO in FY25 and FY 26. Once the RTO is stood up and the OATT is established, those positions and funding would be rolled into the OATT. He clarified with the BPMC, AEA owns Bradley and has veto power over financial issues, but that is not the case with the RTO. AEA is not asking for that. AEA is an owner of transmission lines, just like the other utilities, and has an equal seat at the table, just as MEA, GVEA, etc. AEA is not asking for any more.
Mr. Heckman said Mr. Thayer’s comments provide more clarity on the record exactly the expectations and mind set. He said it seemed like the Authority was given the authority to act on behalf of the RTO. He asked for clarification on 8.2.
Mr. Thayer state it is not the intention of AEA.
Mr. Billingsley explained the BPMC power sales agreement states that in the event the BPMC fails to act, AEA has the authority to act. He said the Power Sales agreement is different because AEA owns the Bradley Project. He said if there is an OATT passed and the AEA is the clearing house for funds, and the RTO fails to meet or agree, does AEA still distribute funds? It was intended as mechanical, not necessarily make decisions. HE said 8.2 could be clarified, or it could be taken out. AEA;’s intention was to ensure the RTO continues to function.
There were no further questions or comments.
Mr. Thayer moved onto Article 9, Dispute Resolution.
Mr. Billingsley said the working group has not yet addressed. He welcomed anyone to provide the language as he did not think it would be an issue.
Mr. Thayer moved onto Article 10, travel and per diem reimbursement and Article 11, on policy like numbering of resolutions, process for amendment of Bylaws. There were no questions on those. He said the attachment to the Bylaws addressed expenses, and wondered if it belongs in the Bylaws. He said for the next 18 months. The RTO needs to share expenses, but then they will DRAFT
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be rolled into to the OATT. He wondered if it should be in the Bylaws.
Mr. Billingsley agreed it might not be the appropriate place as it would be stale once the OATT is passed. He said two other concerns include whether it is the correct cost shares and depending upon the definition of backbone, Seward’s role could change.
Mr. Miller stated he would support removing the attachment as it has already created confusion with how the OATT cost would be allocated.
Mr. Thayer called attention to the other attachment with the rule of electing officers. He said there did not seem to be issues with that as it was developed by Counsel with experience in corporate bylaws. He emphasized the importance of identifying issues and concerns as the calendar is coming up very quickly. He asked each of the RTO member identify the any issues in the Bylaws and share them with Mark to compile a revised version of the Bylaws in a timely fashion. He further commented the RTO needs to elect a Chair and it would be best if that was done before the December 31, 2024 filing is due.
Mr. Heckman agreed that prompt action on the Draft Bylaws is necessary to bring the Draft Bylaws in front of the Committee for adoption at the December 6, 2024 meeting. He highlighted there is now an overall discussion regarding the meaning of administrative purposes for AEA’s role and the utilities’ roles. As a result, a Charter document has been drafted and circulated amongst the entities that sets clear expectation on what this organization is and uses language from House Bill (HB) 307, the uncodified portion of the Bill and includes the modeling after the Bradley Lake Project Management Committee (BPMC). Mr. Heckman urged the members to review and resolve the issues regarding the Charter document with their attorneys as soon as possible. He noted that some members believe that the Charter is driving the Bylaws’ discussion. Mr. Thayer asked Mr. Heckman why the Charter or the Bylaws would govern the actions of the RTO Working Group. Mr. Thayer stated the Committee exists and is here today. He reiterated that the deadline remains December 31, 2024. Mr. Heckman clarified that the Charter documents include items such as Articles of Incorporation. Mr. Thayer asked members if the will of the Committee is to work on the Charter document before completing the Draft Bylaws. Mr. Hickey noted that he has a follow-up question that does not relate to the Charter. He asked Mr. Billingsley to clarify the reference to the changing status of the City of Seward. Mr. Billingsley noted that the comment related to Attachment 1 of the Draft Bylaws, and if the definition of a “backbone transmission system” changes Seward’s role and if Seward has transmission assets in the backbone transmission system or not. The placeholder is not an implication, rather it is a reminder to edit the Draft Bylaws, as necessary. DRAFT
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Mr. Hickey commented that he does not fully understand Mr. Billingsley’s answer, and that further discussion can occur offline. Mr. Thayer reiterated his question to the members regarding working on the Charter and working on the Draft Bylaws. Mr. Izzo commented that legal advice may be necessary to determine if a Charter is needed. He expressed concern that there is not adequate time to develop and produce another governing document prior to the end-of-year deadline, particularly considering the upcoming end-of-year holidays, and leave-time, which likely decreases the productivity time by two weeks. Mr. Miller requested legal counsel to comment on Mr. Izzo’s question. Mr. Billingsley explained the ambiguity in the statute with the language of “shall form” and the language of “is created.” Mr. Billingsley discussed that he is confident that the RCA will accept the Bylaws or the Charter to show the RTO is operating with governing documents. Mr. Billingsley offered the suggestion to combine the Charter and the Bylaws, and include the preferred sections of the Charter in the Bylaws. Mr. Billingsley noted, however, that he has not heard any comments regarding the Bylaws. Ms. Grovier agreed with Mr. Billingsley that there is ambiguity in the statute. She commented on the RCA Order U-24-026 requesting the Bradley Lake documents. She believes that the RCA will review the issues very closely. Ms. Grovier discussed that the Charter may satisfy Section 26, which specifically refers to using the Bradley Lake Sales Agreement for the Railbelt utilities and AEA to form the Committee and to designate the individuals who serve on the Committee. Ms. Grovier noted the importance of giving effect to all parts of the statutes while construing the statutes. That was the thought behind the document, which could be a very narrow document. Mr. Groves indicated that he does not have any questions now. He discussed that the RRC is an ex officio member, and it is the decision of the voting entities to develop what is needed to formalize their involvement in the RTO. Mr. Janorschke thanked Ms. Grovier for her remarks. He noted his understanding that creating both a Charter and Bylaws would satisfy the RCA requirements. Mr. Janorschke commented that if his understanding is correct, he suggests developing the Charter and the Bylaws concurrently because of the timing concerns. Mr. Janorschke asked Mr. Heckman to comment during his update if the Charter would be developed by the Working Group. Mr. Hickey agreed with Mr. Izzo’s comments regarding the timing challenges in creating two documents. He asked if the Charter was a foundational document and that Bylaws follow on that. He stated there may be more detail in the Charter that was put out that may not be necessary. He suggested that the Bylaws could be created to meet the end-of-year deadline, and if the RCA requires a Charter, then a Charter could be developed later. DRAFT
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Mr. Heckman believes there is sufficient content between the Draft Charter and the Draft Bylaws so that the two can be merged and developed concurrently by the Working Group and with the assistance of legal counsel in time to bring back to the RTO before the deadline. Mr. Miller agreed. Mr. Thayer confirmed the assignment that Mr. Billingsley and Ms. Grovier will coordinate and work with the members’ attorneys identified in the Draft Bylaws to concurrently develop the Draft Bylaws and the Draft Charter. There was no objection. Mr. Izzo commented that MEA’s meeting review of the Draft Bylaws will be held on Monday to expedite the development process. There were no other comments or questions. 8. NEW BUSINESS
A. RTO Working Group Update
Mr. Thayer requested Daniel Heckman provide the RTO Working Group update. Mr. Heckman discussed that the RCA issued an order clarifying RCA’s scope and authority to certificate the RTO. The RCA gave clear direction and guidance to the Working Group on the expected format and other materials to include in RTO’s certificate filing. Mr. Heckman reported that Ms. Grovier and Stoel Rives have led the coordination with the entities to compile the information necessary to support the certificate application, as well as drafting the certificate application. Notwithstanding the continued discussion on the Bylaws and the Charter, the majority of the information from the entities has been submitted to Stoel Rives. Mr. Heckman expressed confidence that the current path forward will bring the draft certificate application before the RTO for review and approval at the December 6, 2024 meeting, and that the December 31, 2024 deadline will be met. Mr. Heckman conveyed that the Working Group continues its dialogue on the definition of “backbone transmission system” (BTS). The definition must be finalized when the Open Action Transmission Tariff (OATT) is filed. The Technical Group is facilitating the discussion and driving the technical and financial analysis for the definition. The definition areas that have overwhelming agreement from the entities can be indicated in the certificate application. Likewise, the areas that need resolution can also be indicated in the certificate application, which may result in the RCA issuing a conditional certificate. Mr. Heckman discussed that the Working Group is also focused on the overarching and high-level Alaska transmission revenue requirement components of the OATT. Over the next two months, the Working Group will be shifting from discussions to submittals of recommendations and proposals to the RTO Governance Committee. There were no other questions or comments regarding the Working Group update. DRAFT
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B. RTO Schedule
Mr. Groves suggested that an additional meeting is scheduled in December as a backstop.
Mr. Hickey agreed with Mr. Groves.
Mr. Thayer noted that the next meeting is scheduled for December 6, 2024. He suggested that two additional meetings should be scheduled in December, one before and one after the December 6th meeting. Discussion occurred, and the two additional meetings were scheduled for December 4, 2024 at 7:30 a.m., and December 16, 2024 at 10:00 a.m. Mr. Thayer recommended that the review of the proposed 2025 RTO meeting schedule included in the packet is postponed. There were no objections.
9. MEMBERS’ COMMENTS Mr. Heckman expressed appreciation to the Working Group and to the entities for their dedication of time and effort. Mr. Izzo echoed Mr. Heckman’s comments of appreciation. Mr. Izzo reiterated that MEA’s responses on the Draft Bylaws are forthcoming. He clarified his previous concern regarding unanimous concurrence in Article 5.10.6 of the Draft Bylaws. Mr. Izzo gave the specific example that two of the BPMC voting entities were opposed to the Battle Creek Diversion project. Had the BPMC required unanimous concurrence for all matters, that beneficial project would not have happened. Mr. Izzo stated that he is not opposed to unanimous concurrence for some of the actions listed, and those comments will be submitted to the group by next week. Mr. Groves highlighted the discussion regarding the Draft Bylaws, and the two critical issues of Article 8.2 and Article 5.10.6. He stated that the goal and the purpose of the RTO set by the State government is the greater benefit for the whole of the Railbelt, above the participating entities. Mr. Groves expressed that his concerns of the language in the Draft Bylaws mirror Mr. Izzo’s concerns. He believes that the requirement for unanimous action on some of the listed matters, including routine filings and the definition of “backbone transmission system”, is problematic for the ability of the RTO to govern and function long-term. Mr. Groves urged members to provide their suggestions and comments as soon as possible. Mr. Miller echoed the previous comments. Mr. Hickey echoed the previous comments. Mr. Janorschke echoed the previous comments. Mr. Thayer expressed appreciation to all for their diligent efforts. He requested that the development of a cost share allocation is placed on the next meeting’s agenda. There were no DRAFT
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objections. There were no additional comments or questions. 10. NEXT MEETING DATE – December 6, 2024 11. ADJOURNMENT There being no further business for the committee, the meeting adjourned at 11:15 a.m. DRAFT
Adopted: December [__], 2024
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RAILBELT TRANSMISSION ORGANIZATION
BYLAWS
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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 - MEMBERSHIP AND 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 ...................................................................................................3
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 .....................................................................................................4
6.1 Designation of Subcommittees ...........................................................................4
6.2 Powers of Subcommittees ....................................................................................4
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6.3 Subcommittee Membership ................................................................................5
6.4 Term of Subcommittee .........................................................................................5
6.5 Standing Subcommittees ................................... Error! Bookmark not defined.
ARTICLE 7 - OFFICERS ...................................................................................................................5
7.1 Number ...................................................................................................................5
7.2 Election and Term of Office ..................................................................................5
7.3 Removal ..................................................................................................................5
7.4 Vacancies ................................................................................................................5
7.5 Chair ........................................................................................................................5
7.6 Vice Chair ................................................................................................................5
7.7 Secretary .................................................................................................................6
7.8 Treasurer .................................................................................................................6
7.9 Permanent Secretary and Treasurer ....................................................................6
7.10 Indemnification and Insurance ............................................................................7
ARTICLE 8 - OTHER POLICIES .......................................................................................................7
8.1 Numbering of Resolutions ...................................................................................9
8.2 Definition of Terms ................................................................................................9
8.3 Amendment of Bylaws ..........................................................................................9
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RAILBELT TRANSMISSION ORGANIZATION
BYLAWS
ARTICLE 1 – STATEMENT OF OBJECTIVES
The Railbelt Transmission Organization (the “RTO”) shall be responsible for
developing and filing an open access transmission tariff (the “OATT”). If approved by the
Regulatory Commission of Alaska (“Commission” or “RCA”), the RTO shall administer and
manage the OATT, which shall include provisions for recovery of transmission costs and
related ancillary services, and replace 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 (BTS). The RTO also shall have any other
duties or responsibilities assigned to it by the Alaska Legislature.
These Bylaws set forth the procedural rules of the RTO. As provided in the Charter,
the RTO is managed and directed by its governing committee (“Governance Committee”
or “Committee”).
ARTICLE 2 - AUTHORITY OF THE RAILBELT
TRANSMISSION ORGANIZATION
The RTO exists pursuant to Title 44, Chapter 83, Article 5A of the Alaska Statutes,
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
headquarters of Alaska Energy Authority (the “Authority”), wherever that may be located.
ARTICLE 4 - MEMBERSHIP AND REPRESENTATIVES
The Committee shall consist of the following members: the Authority, each Railbelt
utility, as defined in AS 44.83.720(4), and the Railbelt Reliability Council (“RRC”) as an ex
officio nonvoting member. No Committee member shall obtain an additional vote
through merger with, acquisition of, or assignment from another Committee member.
Each Committee member shall designate one representative and one alternative
representative to serve on the Committee. The initial representatives for each member are
set forth in Section 5 of the Charter. The alternate representative shall serve as the
designated representative in the absence of the designated representative. Any
Committee member may change its designated representative or alternate representative
on the Committee or any subcommittee at any time and shall promptly provide written
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notice of such change, including the name, address, email address, and telephone number
of its new representative and/or alternate representative to the Secretary. The Secretary
shall maintain current rosters of Committee and subcommittee representative contact
information and promptly advise all members of changes to the relevant roster.
ARTICLE 5 - COMMITTEE MEETINGS
5.1 Annual Meeting. The annual meeting of the Committee shall be the
first regular meeting of the Fiscal Year (July 1 through June 30), 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 By delivering notice by email to all Committee or
subcommittee member representatives and alternative
representatives, as applicable;
5.4.2 At least five (5) calendar days before the date of the meeting;
5.4.3 By publishing a notice on the State of Alaska’s online public
notice system; and
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.
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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. 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 representative following each meeting. The official
copy of the minutes shall be approved by the Committee and 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 representative may
request a roll call vote. All actions taken via teleconferencing shall be
by roll call vote.
5.10.2 A voting 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 at the time of the vote and
recorded in the official minutes.
5.10.3 [PLACEHOLDER FOR VOTING LANGUAGE – SEE OPTIONS]
5.10.4 For the avoidance of doubt, affirmative action by the RTO
approving the submission of any filing or application with the RCA
does not prevent a Committee member from taking a position before
the RCA that is contrary to the RTO’s position on the matter addressed
in that filing or application; provided, however, that each Committee
member agrees to endeavor in good faith to provide reasonable
advance notice of issues it intends to raise with the RCA related to the
BTS, the OATT, or that would otherwise impact, directly or indirectly,
the RTO. For purposes of this section, reasonable advance notice
means notice provided:
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(a) to all Committee members through a statement at a regular
or special Committee meeting expressly indicating that member’s
intent to file with the RCA (which filing shall not occur less than two
(2) business days after that meeting); or
(b) pursuant to Section 9.3.
Any member wishing to pursue an issue before the RCA is
responsible for carrying its burden of proof and any costs to do so.
5.10.5 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 and the minimum number of votes under
5.10.4 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 Robert’s Rules of
Order, Newly Revised shall govern the conduct of Committee meetings except
where in conflict with the Bylaws.
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.
ARTICLE 6 - SUBCOMMITTEES
6.1 Designation of Subcommittees. The Committee may appoint
standing or ad hoc 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 have no authority
to establish policies or make decisions for the Committee. The Committee shall
formalize subcommittees by adopting a resolution that details the scope of the
subcommittee. Subcommittees may only act upon matters within the scope
authorized by the Committee.
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6.3 Subcommittee Membership. Member representatives may delegate
their subcommittee representation, attendance, and vote to their alternate
representative under Article 4 or another person.
6.4 Term of Subcommittee. Each member of a subcommittee shall
continue as such until their successor is appointed, unless the subcommittee is
dissolved sooner, or such member resigns or is removed from such
subcommittee.
ARTICLE 7 - OFFICERS
7.1 Number. The officers of the Committee shall initially consist of a
Chair, a Vice Chair, a Secretary/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 I, 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 I.
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/Treasurer. The following duties will be assigned to the
Secretary/Treasurer until such time that the Committee determines they should
be separated under the provisions of Section 7.7.3 below, at which time the
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Secretary will retain only the Secretary Duties and the Treasurer shall retain only
the Treasurer Duties.
7.7.1 Secretary Duties. 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 requested. The Secretary
shall give or cause to be given notice of all meetings of the Committee
and subcommittees in accordance with law and these Bylaws and shall
perform such other duties described in the Bylaws or as may be
prescribed by the Chair or the Committee.
7.7.2 Treasurer Duties. 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 keep full and accurate
accounts of receipts and disbursements in books belonging to the RTO
and shall immediately deposit all monies and other valuable effects
received in the name and to the credit of the RTO in such depositories
as may be designated by the Committee. The Treasurer shall disburse
the funds of the RTO 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 RTO.
7.7.3 Separation of the Office of Treasurer from that of Permanent
Secretary. Upon a vote under Section 5.10.3, the offices of the Secretary
and Treasurer shall be separated, and an election held to fill the
Treasurer’s office until the next regular election of officers. Upon
separation of those offices, the Treasurer shall become an annually
elected office, retaining only the “Treasurer Duties” of Section 7.7.2.
Upon separation of these officers, the representative of the Authority
will remain the permanent Secretary, retaining only the “Secretary
Duties” of Section 7.7.1.
7.8 Permanent Secretary/ Treasurer. The Authority’s representative shall
serve as the permanent Secretary/Treasurer.
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7.9 Indemnification and Insurance. Unless and until it is determined by
the Committee that AS 09.50.253 requires the State of Alaska to indemnify and
defend the RTO, its Committee members, and their representatives from and
against any and all losses or liabilities reasonably incurred in relation to the
performance of Committee representative responsibilities or actions, the RTO
shall purchase and maintain Directors and Officers insurance that protects the
RTO and its Committee member representatives. Directors and Officers
insurance costs shall be recovered through the OATT; prior to implementation of
the OATT, these costs shall be borne by the voting Committee members under
an agreed-upon cost-share arrangement. The RTO shall indemnify and hold
harmless its member representatives, to the fullest extent permitted by applicable
law, against all claims and liabilities, any and all expenses (including attorneys'
fees), judgments, fines, and amounts paid in settlement, actually and reasonably
incurred by such person in connection with any action, suit, or proceeding,
whether civil, criminal, administrative, or investigative (other than a proceeding
filed by the RTO), arising out of their role as a member representative of the RTO
or based on any authorized action of any such person as a Committee member
or as an officer of the Committee within the scope of the Committee member’s
office. The RTO’s obligation to indemnify applies only if the member
representative acted in good faith and in a manner they reasonably believed to
be in, or not opposed to, the best interests of the RTO. The RTO’s obligation to
indemnify does not apply if the member representative’s acts or omissions were
not in good faith or involved intentional misconduct or a knowing violation of
law. The RTO’s obligation to indemnify does not apply to transactions from which
a member representative derives an improper personal benefit. In the case of a
criminal proceeding, the member representative must have had no reasonable
cause to believe their conduct was unlawful. RTO indemnification is limited to
the RTO and its assets; RTO indemnification is not backed by the Alaska Energy
Authority or the State of Alaska. For the purposes of this provision, “Committee
member” means a Committee member, a member representative, an alternate
member representative, subcommittee representative or alternate
representative, an authorized agent of the RTO, or any authorized employee of
the RTO. Any indemnification costs shall be recovered through the OATT; prior
to implementation of the OATT, these costs shall be borne by the Railbelt utilities
under an agreed-upon cost-share arrangement.
ARTICLE 8 – ANNUAL BUDGET
8.1 The Committee shall consider and adopt the annual budget for the
RTO no later than 90 days before the beginning of the Fiscal Year as well as any
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proposed changes to the budget that may arise after adoption. The annual
budget shall comply with the process set forth in the OATT and shall include the
RTO’s administrative costs.
8.2 Administrative costs shall be recovered through the OATT; prior to
implementation of the OATT, these costs shall be borne by the voting Committee
members under agreed-upon cost-share arrangements.
8.3 The Authority shall pursue any receipt authority needed on behalf of
the RTO from the State of Alaska.
8.4 The Committee shall decide if and when an audit shall be performed
and if so the content and extent of said audit. Any audit shall be performed by
an independent third party.
ARTICLE 9 RTO, BTS, OR OATT-RELATED DISPUTES
9.1 Procedural Rules. The Committee shall perform its decision-making
responsibilities consistent with Title 44, Chapter 83, Article 5A of the Alaska
Statutes and these Bylaws.
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 shall be submitted, as
appropriate, to either the RCA or an appropriate court in Alaska.
9.3 Notice of Disputes to be Provided Before Filing with the RCA. Each
Committee member agrees to endeavor in good faith to provide reasonable
advance notice of issues it intends to raise with the RCA related to the BTS, the
OATT, or that would otherwise impact, directly or indirectly, the RTO. For
purposes of this section, reasonable advance notice must be provided (a) in
writing to every other Committee member at least two (2) business days prior to
any filing with the RCA or (b) in accordance with Section 5.10.x. Any member
wishing to pursue an issue before the RCA is responsible for carrying its burden
of proof and any costs to do so.
Costs. The costs incurred by the RTO in connection with this Article shall be
recovered through the OATT; prior to implementation of the OATT, these costs
shall be borne by the voting Committee members under an agreed-upon cost-
share arrangement.
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ARTICLE 10 - OTHER POLICIES
10.1 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.
10.2 Definition of Terms. Except as otherwise provided, terms included in
these Bylaws shall have the meaning specified in AS 44.83.720.
10.3 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.
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ATTACHMENT I
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 their 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/Treasurer; provided, however, that if the Secretary and Treasurer positions are
held by different persons, and the Secretary is not available to supervise the election, then
the duty to supervise the election shall reside 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
representatives 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 Committee member representatives that nominations for Chair and Vice Chair of the
Committee will be open for 72 hours.
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8. Members of the Committee may nominate any voting Committee member’s
representative to serve as Chair. Self-nominations are allowed.
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.
LETTER OF AGREEMENT:
INTERIM COST SHARE ALLOCATION
FOR RAILBELT TRANSMISSION ORGANIZATION COSTS
The Parties, namely Alaska Energy Authority (AEA), Chugach Electric Association, Inc.
(Chugach), Matanuska Electric Association, Inc. (MEA), Golden Valley Electric Association, Inc.
(GVEA), Homer Electric Association, Inc. (HEA), and the City of Seward d/b/a Seward Electric
System (SES), agree to share the following Railbelt Transmission Organization (RTO) costs: legal
services from Stoel Rives LLP; expert consulting services from Munro Advisors, LLC; D&O
insurance costs; dispute resolution costs; and other costs to operate the RTO as agreed upon by the
Parties. The costs share shall be based on the following allocation:
• Chugach: 19% of the total cost
• MEA: 19% of the total cost
• GVEA: 19% of the total cost
• HEA: 19% of the total cost
• AEA: 19% of the total cost
• SES: 5% of the total cost
This cost share allocation applies to costs incurred on or after July 1, 2024.
The RTO, through AEA, shall bill the Parties with each invoice being payable 30 days from
the date of such invoice. This agreed-upon allocation shall continue until such time as (a) the
Parties have unanimously agreed to a replacement load-share and/or coincident peak based
allocation methodology, or (b) the open access transmission tariff (OATT) filed with the
Regulatory Commission of Alaska on or before July 1, 2025, is approved with all regulatory and
judicial proceedings concluded. Alternative allocation methodologies not otherwise provided for
in this section must be unanimously agreed to by the Parties.
Upon execution of new service agreements between the following service providers and the RTO,
the following previously executed cost share agreements shall be null and void:
• Munro Advisors, LLC, for consulting services provided to the RTO through a contract with
Chugach Electric Association, Inc.
• Stoel Rives LLP for legal services provided to the RTO through a contract with Golden
Valley Electric Association, Inc.
Acknowledged and Agreed:
Matanuska Electric Association, Inc.
Golden Valley Electric Association, Inc.
Tony Izzo
Homer Electric Association, Inc.
Travis Million
Alaska Energy Authority
Brad Janorschke
Seward Electric System
Kat Sorensen
Curtis Thayer
Chugach Electric Association, Inc.
Arthur Miller
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CHARTER AGREEMENT FOR THE RAILBELT TRANSMISSION ORGANIZATION
This Charter Agreement (the “Charter”), is entered into by and among the ALASKA ENERGY
AUTHORITY (“AEA”), CHUGACH ELECTRIC ASSOCIATION, INC. (“Chugach”),
GOLDEN VALLEY ELECTRIC ASSOCIATION, INC. (“GVEA”), the CITY OF SEWARD
d/b/a SEWARD ELECTRIC SYSTEM (“Seward”), the ALASKA ELECTRIC AND ENERGY
COOPERATIVE, INC., a subsidiary of HOMER ELECTRIC ASSOCIATION, INC. (“AEEC”),
and MATANUSKA ELECTRIC ASSOCIATION, INC. (“MEA”).
The Alaska Legislature created the transmission organization in Article 5A of Title 44, chapter 83
of the Alaska Statutes and named it the “Railbelt Transmission Organization.” The Legislature
directed AEA and the Railbelt utilities, on or before January 1, 2025, to “form” the RTO modeled
after the governance structure of the Bradley Lake Hydroelectric Project, as outlined in the Bradley
Lake Power Sales Agreement, including the creation, duties, and methods of the Bradley Lake
Project Management Committee, with any adjustments the parties to the agreement determine are
necessary. This Charter satisfies that requirement.
RTO Governance Committee: The affairs of the RTO shall be managed by a Governance
Committee made up of a representative from AEA, a representative from each Railbelt utility that
meets the definition in AS 44.83.720(4), and, as an ex officio nonvoting representative, the chief
executive officer of the applicable electric reliability organization or the chief executive officer’s
designee. The initial RTO Governance Committee consists of the signatories to this Charter as
well as:
Joel Groves
Board Chair
Railbelt Reliability Council
P.O. Box 91359
Anchorage, AK 99509
(907) xxx-xxxx
AEA’s Role: For administrative purposes, the RTO is a division of AEA. The parties agree this
means that AEA will support the RTO the same as it supports the Bradley Lake Project
Management Committee, with adjustments as necessary to account for the difference that AEA
owns only a portion of the transmission assets that will be subject to the open access transmission
tariff managed by the RTO.
Bylaws: The RTO Governance Committee shall have the power to adopt bylaws of the RTO by a
unanimous vote. The RTO Governance Committee shall have the power to amend and repeal
bylaws of the RTO by at least a majority vote.
Amendment of Articles: The RTO Governance Committee shall have the power to amend and
repeal any provisions contained in this Charter.
______________________________________ _________
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Travis R. Million Date
President & CEO
Golden Valley Electric Association, Inc.
758 Illinois Street
Fairbanks, AK 99701
trmillion@gvea.com
(907) xxx-xxxx
______________________________________ _________
Arthur Miller Date
President & CEO
Chugach Electric Association, Inc.
5601 Electron Drive
Anchorage, AK 99518
Arthur_Miller@chugachelectric.com
(907) xxx-xxxx
______________________________________ _________
Anthony Izzo Date
Chief Executive Officer
Matanuska Electric Association, Inc.
163 E. Industrial Way
Palmer, AK 99645
Tony.Izzo@mea.coop
(907) xxx-xxxx
______________________________________ _________
Brad Janorschke Date
General Manager
Alaska Electric & Energy Cooperative, Inc.
3977 Lake Street
Homer, AK 99603
BJanorschke@homerelectric.com
(907) xxx-xxxx
______________________________________ _________
Curtis Thayer Date
Executive Director
Alaska Energy Authority
813 W. Northern Lights Blvd.
Anchorage, AK 99503
cthayer@akenergyauthority.org
(907) xxx-xxxx
______________________________________ _________
Kat Sorensen Date
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City Manager
City of Seward
410 Adams Street
Seward, AK 99664
ksorensen@cityofseward.net
(907) xxx-xxxx
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CHARTER AGREEMENT FOR THE RAILBELT TRANSMISSION ORGANIZATION
This Charter Agreement, dated as of _____________ __, 2024 (the “Charter”), is entered
into by and among the ALASKA ENERGY AUTHORITY (“AEA”), CHUGACH ELECTRIC
ASSOCIATION, INC. (“Chugach”), GOLDEN VALLEY ELECTRIC ASSOCIATION, INC.
(“GVEA”), the CITY OF SEWARD d/b/a SEWARD ELECTRIC SYSTEM (“Seward”), the
ALASKA ELECTRIC AND ENERGY COOPERATIVE, INC., a subsidiary of HOMER
ELECTRIC ASSOCIATION, INC. (“AEEC”), and MATANUSKA ELECTRIC ASSOCIATION,
INC. (“MEA”) in order to form a Railbelt transmission organization as required by Section 26 of
2024 House Bill 307.
WITNESSETH:
AEA recites, agrees, represents and covenants as follows:
1) AEA is a public corporation of the State of Alaska duly created organized and existing
pursuant to AS 44.83;
2) It is authorized and has taken all steps necessary pursuant to the Constitution and laws of
the State of Alaska and the regulations and bylaws of the AEA to enter into this Charter
and to comply fully with the terms hereof;
3) It desires to fulfill its legislatively established duty of serving as a member of the
governance structure for the Railbelt transmission organization; and
4) To the best of its knowledge, its execution and performance of this Charter will not conflict
with, violate or constitute an event of default under any other resolution, contract,
agreement, bond, note, mortgage, or other obligation of AEA or with respect to any order,
ruling, or decree of any court or regulatory agency to which AEA is subject at the time
AEA executes this Charter.
Chugach, GVEA, AEEC and MEA each recite, agree, represent and covenant as follows:
1) It is a duly organized and constituted electric cooperative under the laws of the State of
Alaska;
2) It is authorized and has taken all steps necessary pursuant to its articles of incorporation
and bylaws and applicable laws and regulations to enter into this Charter and to comply
fully with the terms hereof;
3) It performs the functions of a Railbelt utility and desires to fulfill its legislatively
established duty of serving as a member of the governance structure for the Railbelt
transmission organization; and
4) To the best of its knowledge, its execution and performance of this Charter will not conflict
with violate or constitute an event of default under any other resolution, contract,
agreement, bond, note, mortgage, or other obligation of the entity or with respect to any
order, ruling, or decree of any court or regulatory agency to which the entity is subject at
the time the entity executes this Charter.
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Seward recites, agrees, represents and covenants as follows:
1) It is a duly organized and constituted home rule municipal corporation under the
Constitution and laws of the State of Alaska;
2) It is authorized and has taken all steps necessary pursuant to the Constitution and laws of
the State of Alaska and other applicable laws and regulations and pursuant to its charter
and ordinances to enter into this Charter and to comply fully with the terms hereof;
3) It performs the functions of a Railbelt utility and desires to fulfill its legislatively
established duty of serving as a member of the governance structure for the Railbelt
transmission organization; and
4) To the best of its knowledge, its execution and performance of this Charter will not conflict
with violate or constitute an event of default under any other charter, ordinance, resolution,
contract, agreement, bond, note, mortgage, or other obligation of its or with respect to any
order, ruling, or decree of any court or regulatory agency to which it is subject at the time
it executes this Charter.
NOW, THEREFORE, the parties agree as follows:
Section 1. Definitions. For the purposes of this Charter, the following definitions
apply: [AS 44.83.720 + OATT definition]
a) “backbone transmission system” or “BTS” means the transmission assets in
the Railbelt that facilitate the transmission of electrical power under the
standards established by the Federal Energy Regulatory Commission;
b) "commission" or “RCA” means the Regulatory Commission of Alaska;
c) “OATT” means the open access transmission tariff to be filed by the RTO
or, if not filed by July 1, 2025, to be established by the RCA consistent with
AS 44.83.710;
d) "Railbelt" means the geographic region from the Kenai Peninsula to Interior
Alaska that is connected to a common electric transmission backbone;
e) "Railbelt utility" means a public electric utility certificated to operate in the
Railbelt that operates backbone transmission system assets;
f) "transmission organization" or “RTO” means the Railbelt Transmission
Organization established by AS 44.83.700.
Section 2. Creation & Name of the RTO.
a) The Alaska Legislature created the transmission organization in Article 5A
of Title 44, chapter 83 of the Alaska Statutes and named it the “Railbelt
Transmission Organization.”
b) For administrative purposes, the RTO is a division of AEA. The parties
agree that unless otherwise required by law, this means that AEA will
support the RTO the same as it supports the Bradley Lake Project
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Management Committee, with adjustments as the voting members deem
appropriate. This includes without limitation tasks such as:
i. serving as the Secretary/ Treasurer for the RTO,
ii. providing:
1. office space and facilities,
2. accounting services and financial management,
3. IT and technical support,
4. recordkeeping and archiving,
5. meeting coordination and notice, and
6. website management.
c)
The RTO has a legal existence independent of and separate
from AEA. As an independent entity, the RTO is not a
governmental body, a full division of AEA, nor subject to
the same provisions, statutes, regulation or processes as
AEA generally. .
d) Notwithstanding AS 42.05.711(b) and AS 44.83.090(b), the RTO is subject
to the jurisdiction of the RCA for the purposes of AS 44.83.700 - 44.83.720.
[AS 44.83.700(d)]
Section 3. Disclosure of the Purposes of the RTO.
a) The Alaska Legislature created the RTO for the purpose of establishing and
filing with the RCA an open access transmission tariff (“OATT”) that
i. provides for recovery of transmission costs and related
ancillary services; and
ii. replaces wholesale charges assessed by unit by each Railbelt
utility with a new mechanism that fairly recovers and
equitably allocates the costs of operating the BTS.
b) The RTO also is tasked with holding and administering an RCA-approved
nondiscriminatory OATT. The OATT must:
i. be consistent with Federal Energy Regulatory Commission
standards to remove impediments to competition in the
wholesale bulk power marketplace in the state; [AS
44.83.710(b)]
ii. as approved by the commission: [AS 44.83.710(c)]
1. pool backbone transmission system costs and
allocate those costs through certificated load-serving
entities on a coincident peak or load ratio share basis,
or a combination of both; and
2. account for
a. required backbone transmission system
ancillary services;
b. BTS congestion;
c. disruptions to the BTS that result in the
isolation of one geographical area of the BTS
from another for more than 24 hours; and
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d. costs to own and operate the BTS, as
established by the commission or by contract,
including transmission costs associated with
the Bradley Lake hydroelectric project.
Section 4. Governance Structure of the RTO.
a) To assist in administering the OATT, the Legislature provided that the
RTO’s governance structure must be made up of a representative from
AEA, a representative from each Railbelt utility, and, as an ex officio
nonvoting representative, the chief executive officer of the applicable
electric reliability organization or the chief executive officer's designee.
b) To facilitate the development and management of the OATT, the
Legislature also directed AEA and the Railbelt utilities, on or before
January 1, 2025, to “form” the RTO modeled after the governance structure
of the Bradley Lake Hydroelectric Project, as outlined in the Bradley Lake
Power Sales Agreement, including the creation, duties, and methods of the
Bradley Lake Project Management Committee, with any adjustments the
parties to the agreement determine are necessary. [HB307; Sec. 26
(uncodified)] This Charter satisfies the formation requirement.
Section 5. Formation of the RTO Governance Committee.
a) The RTO shall be governed by its Governance Committee, which shall be
known as the Committee and shall be responsible for the management and
operation of the RTO consistent with applicable law and this Charter.
Consistent with AS 44.83.700(c), the Committee members are the parties to
this Charter. The Committee shall meet not less than once each quarter. The
parties agree that the Committee was established as of the effective date of
this Charter.
b) Each Committee member shall designate a representative to serve on the
Committee and may also designate an alternate representative as provided
in the bylaws. Each Committee member shall have the ability to modify
their Committee and subcommittee representatives or alternate
representatives at any time by notifying the Secretary in writing of the
names, addresses, email addresses, and telephone numbers of that
representative and/or alternate representative. Each Committee member
hereby designates the following individuals to serve on the Committee until
that member selects another representative to serve:
Travis R. Million
President & CEO
Golden Valley Electric Association, Inc.
758 Illinois Street
Fairbanks, AK 99701
trmillion@gvea.com
(907) xxx-xxxx
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Arthur Miller
President & CEO
Chugach Electric Association, Inc.
5601 Electron Drive
Anchorage, AK 99518
Arthur_Miller@chugachelectric.com
(907) xxx-xxxx
Anthony Izzo
Chief Executive Officer
Matanuska Electric Association, Inc.
163 E. Industrial Way
Palmer, AK 99645
Tony.Izzo@mea.coop
(907) xxx-xxxx
Brad Janorschke
General Manager
Alaska Electric & Energy Cooperative, Inc.
3977 Lake Street
Homer, AK 99603
BJanorschke@homerelectric.com
(907) xxx-xxxx
Curtis Thayer
Executive Director
Alaska Energy Authority
813 W. Northern Lights Blvd.
Anchorage, AK 99503
cthayer@akenergyauthority.org
(907) xxx-xxxx
Kat Sorensen
City Manager
City of Seward
410 Adams Street
Seward, AK 99664
ksorensen@cityofseward.net
(907) xxx-xxxx
Joel Groves
Board Chair
Railbelt Reliability Council
P.O. Box 91359
Anchorage, AK 99509
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(907) xxx-xxxx
Each Committee member shall keep and make available to each other, for
inspection and copying during business hours, all books, records, plans and
other information relating to any calculation or determination to be made
by the RTO Committee; such records shall be kept confidential.
c) Adoption of Bylaws. The parties empower the Committee to adopt, by the
unanimous vote of the voting members, the RTO’s bylaws and any
amendments thereto that may be necessary from time to time. Such bylaws
shall address, among other matters, procedures for the periodic selection of
Committee officers, the conduct of Committee meetings, dispute resolution,
the applicable voting requirements for approval of matters to be decided by
the Committee. Each voting Committee member shall have one vote, and
no Committee member shall obtain an additional vote through merger with,
acquisition of, or assignment from any other Committee member. The
Committee also may adopt any policies or other procedures necessary for
proper governance and operation of the RTO.
d) The Authority’s Ability to take Required Action. In the event the
Committee fails to take any of the actions set forth below in a timely
fashion, or fails to take any other action which the Authority believes to be
a Required Action, and as a result the Authority determines that it will be
unable to meet any of its obligations imposed by statute, by this Charter, or
by any regulatory agency, then the Authority may (i) adopt a budget of
Annual Project Costs, (ii) estimate the Annual Payment Obligation of each
BTS asset owner, (iii) require each BTS asset owner to make payments on
the basis of such estimated Annual Payment Obligations, and (iv) take such
other action as the Authority deems necessary to meet such obligations.
Failure of the Committee to adopt an Annual Project Budget by the ninetieth
(90th) day prior to the beginning of a Fiscal Year shall permit the Authority
to adopt an Annual Project Budget pursuant to this subsection. All actions
and determinations under this Section 5(d) shall be taken and made in
accordance with Prudent Utility Practice. Each BTS asset owner shall make
payment as required by the Authority as a result of any action taken by the
Authority under this Section 5(d), but such payment shall not constitute a
waiver of any BTS asset owner’s rights under this Charter. Any BTS asset
owner may seek review of such action in accordance with dispute resolution
procedures adopted by the Committee or may seek to enforce this Charter
judicially if no applicable dispute resolution procedures have been adopted.
Section 6. Counterparts.
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This Charter shall be executed in several counterparts, each of which shall be an
original, but all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF the parties have caused this Charter Agreement to be executed the
day and year first above written.
GOLDEN VALLEY ELECTRIC CHUGACH ELECTRIC ASSOCIATION, INC.
ASSOCIATION, INC.
By: _____________________________ By: __________________________
Title: ____________________________ Title: _________________________
Date: ____________________________ Date: _________________________
MATANUSKA ELECTRIC ALASKA ELECTRIC & ENERGY
ASSOCIATION, INC. COOPERATIVE, INC.
By: _____________________________ By: __________________________
Title: ____________________________ Title: _________________________
Date: ____________________________ Date: _________________________
ALASKA ENERGY AUTHORITY CITY OF SEWARD
By: _____________________________ By: __________________________
Title: ____________________________ Title: _________________________
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Date: ____________________________ Date: _________________________
RAILBELT RELIABILITY COUNCIL
By: __________________________
Title: _________________________
Date: _________________________