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HomeMy WebLinkAbout2025-02-14 RTO AgendaRAILBELT TRANSMISSION ORGANIZATION (RTO) GOVERNANCE COMMITTEE AGENDA February 14, 2025, 12:00 p.m. 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 – December 6, 2024, and December 16, 2024 7. OLD BUSINESS A. RTO Working Group Update i. Workplan for the OATT B. RTO Certificate Filing – Tina Grovier C. Open Access Transmission Filing – Tina Grovier 8. NEW BUSINESS A. Election of Officers B. Annual RTO Budget C. RTO D&O Insurance D. Proposed Meeting Schedule 9. EXECUTIVE SESSION – (Bylaws Section 5.12.3) To discuss matters with an attorney for the Committee, the immediate knowledge of which could have an adverse effect on the legal position of the Committee or Authority. 10. MEMBERS COMMENTS 11. NEXT MEETING DATE – February 28, 2025 12. ADJOURNMENT ___________________________________________________________________________ RTO Minutes 12/06/24 Page 1 of 18 RAILBELT TRANSMISSION ORGANIZATION (RTO) REGULAR AGENDA December 6, 2024 Alaska Energy Authority Conference Room 1. CALL TO ORDER Curtis Thayer, AEA, acting as Chair, called the Railbelt Transmission Organization Governance Committee meeting 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 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) Karen Bell, Jennifer Bertolini, Mark Billingsley, William Price (AEA); Joel Paisner (BPMC); Matt Clarkson, Russell Thornton (CEA); Daniel Heckman (GVEA); Sarah Lambe, Jessica Spuhler (HEA); Ed Jenkin, David Pease (MEA); Carl Monroe (Munro Advisors); Andrew Jensen (Office of the Governor); and Tina Grovier (RTO Working Group). 4. AGENDA APPROVAL MOTION: A motion was made by Mr. Million to approve the agenda. Motion seconded by Mr. Hickey. The motion to approve the agenda passed without objection. 5. PUBLIC COMMENTS - None. 6. APPROVAL OF THE MEETING MINUTES – None Chair Thayer noted that the minutes from the previous meeting of December 4, 2024 are in the process of being transcribed. There were no comments or questions. 7. OLD BUSINESS A. Draft Bylaws B. Draft Charter (Bylaws w/ Formation) ___________________________________________________________________________ RTO Minutes 12/06/24 Page 2 of 18 i. Charter version A ii. Charter version B Chair Thayer explained that the Draft Bylaws provided to members today are based on the discussion on December 4, 2024. Regarding Article 5.10.3 and 5.10.4, the new language reflects Counsel’s interpretation of the December 4, 2024 discussion. Chair Thayer requested that members review those sections for clarity and completeness. Chair Thayer read as follows: 5.10.3 Except for those matters that expressly require an alternative voting procedure, action supported by an affirmative vote of four or more voting representatives taken during a Committee meeting at any time when a quorum is present shall be an act of the RTO and binding on all Committee members. 5.10.4 The following matters shall require the affirmative vote of at least five voting member representatives: (a) Adoption of RTO Bylaws and subsequent amendments thereto. (b) Removal of an officer. 5.10.5 In the following matters, the unanimous concurrence of all voting Committee member representatives shall be necessary for an action to be taken. (a) Adoption and amendment of procedures for dispute resolution. Tina Grovier, Counsel RTO, commented that she previously saw a note questioning if the bylaws and amendments would be within category 5.10.4 or category 5.10.5. Ms. Grovier stated that she no longer sees the notes. Jennifer Bertolini, AEA, indicated that the notes were removed. Mr. Janorschke asked Ms. Grovier if she had reviewed the Draft Bylaws and the Draft Charter. He also asked Ms. Grovier to discuss the feedback from the legal representation of each of the utilities. Mr. Janorschke requested Ms. Grovier begin the discussion regarding the Draft Bylaws. Ms. Grovier explained her understanding from the group’s discussion was that the Draft Bylaws are close to being complete, but that there may be more discussion. Additionally, there are two alternative language portions under the Open Meetings Act section. Ms. Grovier understands that everyone agrees Committee meetings should be public, but the reason for that and how much should be said about that is still up for discussion among this group. Mr. Janorschke asked if Ms. Grovier has reviewed the Draft Bylaws and the Draft Charter. Ms. Grovier explained that she has reviewed a similar draft of the Draft Bylaws that included comments. Ms. Grovier noted there is a document under Item B. Draft Charter that she has not seen beyond glancing at the agenda. Additionally, Ms. Grovier stated that she has not reviewed the document entitled Draft Charter (Bylaws w/ Formation). Mark Billingsley, Counsel AEA, explained that the version of the Draft Bylaws included today ___________________________________________________________________________ RTO Minutes 12/06/24 Page 3 of 18 were sent to Ms. Bertolini with Track Changes. Ms. Bertolini accepted the Track Changes, and the comments no longer appear. Mr. Billingsley discussed the second version of the Bylaws. He stated that he spoke with the legal Working Group yesterday, and informed them that he is responding to Mr. Izzo’s comments from the previous two meetings regarding the potential for merging the versions. Mr. Billingsley stated that he felt responsible for not responding to that request at the first meeting, and has prepared that request for this meeting. It does not need to be adopted, but it is what a merged version could look like. Mr. Billingsley stated that he notified the Working Group that he would prepare this version and provided them with a copy. Ms. Bertolini clarified that the Draft Charter labeled Draft Charter (Bylaws w/Formation) is the document that Mr. Billingsley is referring to. The other Draft Bylaws is the first item under Old Business. Mr. Billingsley noted that the only difference is the formation language paragraph at the top. He reiterated that the only reason he submitted the merged document is in response to the request of what the document would look like if it was merged. The Committee does not have to use the document. Mr. Janorschke expressed appreciation for that clarification. He asked if it is the Committee’s intent to act on any of these drafts today. Mr. Billingsley commented that the legal group discussed the scenario yesterday. The Committee could act today. There is hope that the Committee will move forward. Mr. Billingsley noted that HEA indicated that there are typographical and numbering errors in the draft and that it would be better to correct those before proceeding. Mr. Billingsley commented that he hopes the Committee can provide complete guidance to resolve the issues so that the Bylaws and Charter can be adopted at the next meeting. Additionally, action needs to be taken at the next meeting on December 16, 2024 to adopt the Certificate of Public Convenience and Necessity (CPCN) that must be submitted before the end of the year. Chair Thayer noted for the record that this is the fourth meeting regarding the Bylaws. Improvement continues to be made. He suggested that the Committee get to the point where everyone agrees on the Bylaws. Then the Bylaws can go through technical changes and come back to the Committee to be accepted. After the Bylaws are accepted, an election of officers can be held. Mr. Janorschke suggested that the utilities’ legal counsel review and clean up the document, and then bring the document before the Committee for approval. Chair Thayer agreed with Mr. Janorschke. Chair Thayer cautioned that the legal Working Group needs to be timely in reviewing the documents. Any issues that cannot be resolved by the legal Working Group need to come before the Governance Committee for guidance. Mr. Izzo agreed with Chair Thayer. He asked counsel if all they need is guidance on the resolution of the voting percentages and the Open Meetings Act. Mr. Billingsley agreed, and noted that the final clean version would then be available to be presented at the next meeting for approval action. ___________________________________________________________________________ RTO Minutes 12/06/24 Page 4 of 18 Mr. Izzo asked all parties if there are any other issues that need to be addressed. Chair Thayer requested Joel Unidentified to discuss his comments provided to members via email this morning. Joel Unidentified apologized for the late distribution of his comments this morning. He noted that most of the information was immaterial clean-up language and minor suggestions. He discussed the one item that merits attention. He explained that because of the unique nature of the RTO chartered organization, which is not a corporation or a subdivision of the State, there is no mention in the current Bylaws or the Charter of duty of loyalty, duty of care, or fiduciary duty that the directors of the corporation would have to the RTO if this were a corporation. He believes consideration is merited to determine whether those duties need to be identified clearly in the Bylaws. He expects that the Commission may ask that question during its CPCN application consideration. He suggested to be proactive in addressing the question and topics in the documents, rather than reactive if the question arises during the process. The current documents are silent on those topics. Mr. Janorschke asked Ms. Grovier regarding who is managing the documents. He noted the reason for asking is that Mr. Billingsley is the one that members are drilling on the issues, even though Mr. Billingsley is the legal Counsel for Committee member AEA, and Ms. Grovier is the legal Counsel for the RTO. Mr. Janorschke asked if his understanding is correct. An unidentified speaker indicated that he believes Mr. Janorschke is correct. Ms. Grovier commented that she is not totally official at this point. She explained that additional steps must be taken, but that the structure Mr. Janorschke outlined is the one that is proposed. Chair Thayer noted for the record that AEA’s Counsel Mr. Billingsley was selected to provide the service of being the central repository for people to send comments to and to distribute comments. He noted that Mr. Billingsley has been working closely with Ms. Grovier. Mr. Janorschke commented that since Ms. Grovier works for the RTO, he was under the impression that the information would go to her, rather than to any of the individual utilities’ counsel representatives. He expressed appreciation to Mr. Billingsley for his efforts, and is fine with Mr. Billingsley disseminating information. Chair Thayer commented that these are AEA’s efforts to get Ms. Grovier onboard so that she can take the role representing the RTO Governance Committee. Mr. Billingsley believes AEA has pushed harder than any other member to get Ms. Grovier signed up so that Mr. Billingsley can step out of the role. He noted that Ms. Grovier was not initially working on the Bylaws or the Charter. She was only working on the CPCN. Mr. Billingsley noted that he was asked to work on the Bylaws and the Charter, and that he requested Ms. Grovier also work on the Bylaws and the Charter. He commented that this is an ambitious transition to giving all the Bylaws and Charter work to Ms. Grovier. Mr. Janorschke stated that he has no complaints. He expressed appreciation for the work. Mr. Janorschke commented that he does not see Matt Clarkson, CEA general Counsel, David Pease, MEA, or Daniel Heckman, GVEA, sitting with Mr. Billingsley and Ms. Grovier. Chair Thayer ___________________________________________________________________________ RTO Minutes 12/06/24 Page 5 of 18 indicated that they are more than welcome to do that. Mr. Billingsley explained that he was specifically asked on the record two meetings ago to work with Ms. Grovier. Mr. Janorschke expressed appreciation to Mr. Billingsley. Ms. Grovier believes that everyone on the RTO Working Group legal team had a chance to review the Draft Bylaws as linked in Item 7A. Mr. Miller acknowledged that Joel Unidentified sent out changes to the Draft Bylaws this morning. Mr. Miller commented that he is having a hard time keeping track of the versions. He believes that more time is needed to review the documents and that an hour before the meeting is not enough time to review. Chair Thayer commented that AEA is sending out the documents as they are received. Mr. Miller noted the justification why action should be postponed until the next meeting. He asked for the plan going forward to collaborate and create the final version to disseminate to the Committee for review. Chair Thayer expressed his hope is that the attorneys are tasked to work on a version that address the issues regarding the voting, the Open Meetings Act, and the outstanding question about the Charter. Chair Thayer believes the members of the RTO Governance Committee need to provide guidance to the attorneys to create a final document. Mr. Izzo reiterated his understanding that the legal team needs guidance from the RTO regarding the resolution of the voting percentages, the Open Meetings Act, the Charter versus Bylaws issue, and the comments provided this morning by Joel Unidentified. Chair Thayer asked Ms. Grovier if Articles 5.3, 5.4, and 5.5 captures the RTO discussion and direction to attorneys. Ms. Grovier commented that she does not believe there is a concern. From a guidance standpoint, she did not hear 100% consensus. Ms. Grovier heard support for most items are approved with an affirmative vote of four. She understood that several members are very comfortable with the concept that dispute resolution should be unanimous as shown in 5.10.5(a). Ms. Grovier discussed the reference of removal of an officer is extraordinary and therefore, a vote of five would be necessary. She discussed that the question of the Bylaws needing either five votes or a unanimous vote is still undecided. Ms. Grovier indicated that that the RTO asked Counsel to review the Bradley Lake Project Management Committee (BPMC) Bylaws regarding their voting structure. Ms. Grovier reported that the BPMC Bylaws use a supermajority, which is affirmative vote of the majority of the purchasers, plus the affirmative vote of AEA. Additionally, the attorneys discussed the option of every vote needing a majority vote for approval. Chair Thayer commented that he reviewed the Bylaws, and they seem very similar to the BPMC Bylaws. Mr. Izzo stated that MEA can support sections 5.10.3, 5.10,4, and 5.10.5 as written. He would ___________________________________________________________________________ RTO Minutes 12/06/24 Page 6 of 18 prefer the language to say simple majority rather than four, but believes what is written is reasonable. Mr. Izzo believes there needs to be some reassurance from legal representatives on the question that was raised around what constitutes a quorum. He noted that Mr. Billingsley was helpful during the discussion to follow a reasonable test, to act in a prudent fashion, and to ensure public transparency. Chair Thayer asked if the RTO members are supportive of moving forward with the language as written on the voting section. Mr. Million indicated that GVEA supports the language as written. He echoed Mr. Izzo’s comments on the preference of saying simple majority. Mr. Million stated that he could either support the unanimous language as written or change the language to supermajority to match the BPMC Bylaws. An unidentified speaker clarified that the unanimous language is in the BPMC agreement. Chair Thayer requested that a motion and a second be made to move forward on the language of sections 5.10.3, 5.10.4, and 5.10.5. MOTION: A motion was made by Mr. Million to accept Section 5.10 Manner of Acting as presented in the Draft Bylaws. Motion seconded by Mr. Hickey. The motion to approve Section 5.10 passed without objection. Chair Thayer read section 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. Chair Thayer noted there was previous discussion regarding alternative language that mirrored the Bradley Lake Bylaws. That language is listed in 5.12.1 through 5.12.4. Chair Thayer asked for the will of the Committee. Mr. Janorschke commented that he supports the alternative language if it models BPMC language. He noted that the statute referred to modeling after BPMC. An unidentified speaker concurred with Mr. Janorschke. Mr. Miller concurred with Mr. Janorschke. An unidentified speaker concurred with Mr. Janorschke. An unidentified speaker concurred with Mr. Janorschke. MOTION: A motion was made by Mr. Izzo to accept the Alternative 5.12 Language presented in the Draft Bylaws. Motion seconded by Mr. Janorschke. The motion to approve Alternative 5.12 Language passed without objection. ___________________________________________________________________________ RTO Minutes 12/06/24 Page 7 of 18 Mr. Janorschke inquired regarding Article 7 – Officers. He asked if one Committee member could hold two different positions, besides the Secretary/Treasurer. He noted that the answer is no, even though it is not stated. Additionally, Mr. Janorschke commented that the intent at the BPMC is for the Vice Chair to move to the Chair position so that there is time to go through the process and budgeting, and then the BPMC Chair rotates to the Vice Chair position at the RUM, and the rotation continues. Mr. Janorschke noted that this rotation works well. He gave the example of the NWPPA and how their officer ranks progress up and by the time the person gets into the Chair position, the person has been in an executive committee role for several years. Mr. Janorschke asked the legal team and members to comment on the possibility of following that structure of having the Co-Chair rotate to the Chair position. Ms. Grovier indicated that she is reviewing the Bylaws to see if that language is included. Mr. Izzo commented that the structure is more of a practice that has been agreed to. However, it does not always work out due to retirements or changes in positions. Mr. Izzo believes it is best practice that the positions are rotated, if possible. He is uncertain if the practice is codified in any agreement. Mr. Izzo is not necessarily supportive of including it in the Bylaws, in the event it cannot be followed due to circumstances. Ms. Grovier clarified that she is reviewing the Bylaws to see if the language regarding that no person shall hold two offices, besides Secretary/Treasurer, is contained in the Draft Bylaws. Ms. Grovier commented that she does not believe she has seen the rotation practice mentioned in the Draft Bylaws. Chair Thayer suggested consideration of the possibility that the Secretary/Treasurer role rotate as an elected officer, rather than being strictly held by AEA. He commented that if AEA’s role of Secretary/Treasurer prevents AEA from one day Chairing the RTO, that is then limiting the State, of which the State is 1/6 of the RTO. Chair Thayer stated that CEA and AEA own the majority of the Railbelt transmission assets, with AEA’s ownership growing. Perhaps there is a time in the future that the RTO might decide to nominate and elect the AEA representative as Chair. Chair Thayer explained that AEA is Secretary/Treasurer and has veto authority on certain matters in the BPMC Bylaws. However, it was not deemed appropriate to include AEA’s veto authority in the RTO Draft Bylaws. Chair Thayer suggested consideration of making the position of Secretary/Treasurer an elected officer, so that there are three elected officers. He commented that it might default to AEA always being the Secretary/Treasurer, but the RTO members will have made that decision by election. Mr. Million commented that he is open to Chair Thayer’s idea. Mr. Million agreed with Mr. Izzo that he does not necessarily want the rotation procedure solidified in the Bylaws. He is supportive of the RTO members agreeing to the process. Mr. Janorschke commented that he wants clarification. He noted that AEA cannot hold two ___________________________________________________________________________ RTO Minutes 12/06/24 Page 8 of 18 positions at the same time at the BPMC. Chair Thayer noted that AEA is the permanent Secretary/Treasurer for the BPMC and has veto powers on financial matters of the BPMC. He does not believe that structure would be unanimously approved by the RTO. Chair Thayer reiterated support for his suggestion that the Secretary/Treasurer position is an elected office for the RTO. Joel Groves noted that the RRC’s Bylaws prohibit that the Chair and the Secretary offices are held by the same person. He does not recall the governance reasons for that prohibition. He commented that same governance reason may apply to the RTO. He expressed his understanding that the reason the position of Secretary/Treasurer was hardwired to AEA is because AEA is providing the staff positions and staff functions. He indicated he does not know if that point is relevant, but it should be considered if AEA is to be released from that hardwired concept. Mr. Janorschke suggested that the legal team consider the discussed change and consider the possibility and effects of separating the combined Secretary/Treasurer role, as indicated under Article 7.7.3. Mr. Izzo commented that he believes the legislative intent seems clear that the RTO was to be a lean organization and the BPMC model is a great example. He thinks it is appropriate that the RTO is different from the State-owned BPMC model, where it is warranted. Mr. Izzo expressed support for changing AEA’s role within the RTO so that AEA can hold any role, as proposed by Chair Thayer. He suggested members comment and provide direction to their legal representatives today. Mr. Hickey agreed with Mr. Izzo’s comments. He suggested the possibility of allowing a member to hold two offices. Mr. Hickey believes that having someone other than the State AEA be the Treasurer will be particularly challenging, since AEA staff completes the book work. Considering the differences between the BPMC and the RTO, it does make sense for any of the members of the RTO to preside as the Chair. Mr. Million agreed with the previous comments. He stated that he would agree with additional language that only the Secretary/Treasurer can be combined as two roles and that no other roles can be combined that one person holds two roles. He gave the example that the Chair cannot also be the Vice Chair. Mr. Miller agreed with Mr. Million. He reiterated that he supports the combined roles of Secretary/Treasurer, but that no other two roles can be held together. He gave the example that the Chair cannot also be the Vice Chair. Mr. Janorschke asked if Section 7.7.3 should be removed so that there are only three officer positions: Chair, Vice Chair, and Secretary/Treasurer, and no one Committee member can hold more than one of the three officer seats at any given time. ___________________________________________________________________________ RTO Minutes 12/06/24 Page 9 of 18 Mark BIllingsley asked if Mr. Janorschke is proposing that the Secretary/Treasurer position is always kept together. Mr. Janorschke noted that question is posed for the group to decide. Ms. Grovier commented that if the RTO had a larger number of members, then having four officer positions may add value. Given that the RTO is small in size, she does not know that four officer positions would provide value. She believes that whatever decision the RTO makes regarding three officers or four officers should work fine. Additionally, the RTO has the right to amend the Bylaws at any time with an affirmative vote of five members. Mr. Hickey asked if the current proposal being discussed is that the Secretary/Treasurer position is only one role. Ms. Grovier agreed. Mr. Janorschke commented that the draft still does not include the language discussed earlier that no member can hold more than one position. He stated that the legal team is listening to the discussion now. He does not think there needs to be a motion if everybody agrees, and the legal team can take these comments and include them in the final Draft Bylaws to be presented and approved at the December 16th meeting. Mr. Billingsley commented that a motion locks members from saying that legal did not craft the Bylaws correctly. Ms. Grovier advised that after Mr. Hickey resolves his clarifying question, she will restate the Committee’s guidance. Mr. Hickey requested that Ms. Grovier express her understanding now. Ms. Grovier understands the requests to delete Section 7.7.3 Separation of the Office of Treasurer from that of Permanent Secretary, such that there will be three officer positions for the RTO: Chair, Vice Chair, Secretary/Treasurer, to add a provision specifying that a member of the Committee may only hold one of those officer positions simultaneously. Mr. Hickey asked if it is correct that the Secretary/Treasurer position will be rotated through the members, rather than permanently being the State AEA. Ms. Grovier expressed her understanding that each position would be open for election, and that Section 7.8 Authority as Secretary and Treasurer that says AEA serves permanently as the Secretary/Treasurer would also be deleted. Ms. Grovier explained that all positions would be up for election annually, and there is no set rotation. Theoretically, the RTO could elect the same three members for those officer positions year after year. Mr. Billingsley requested to clarify that point because the Bylaws may say that members cannot serve consecutive terms. Ms. Grovier indicated that language could be changed if that is the will of the RTO. Chair Thayer commented for the record that if the decision is made that all positions are elected, he believes the best position for AEA this first year is Secretary/Treasurer. ___________________________________________________________________________ RTO Minutes 12/06/24 Page 10 of 18 Mr. Janorschke asked for clarification if the election of officers include all Committee members or only voting members. He noted that he does not have a preference, however, he wants the direction specified in the Bylaws. Ms. Grovier reported that issue was discussed yesterday with the legal team, and she believes that it is captured as the voting members electing officers. Mr. Izzo cautioned against prohibiting consecutive terms. He discussed his experience during the last 10 years with the BPMC with the occurrence of a retirement or a certain utility experiencing a major issue, that the best practice of rotating officers did not always work. Mr. Izzo noted that he served three consecutive terms as Chair and Mr. Janorschke served consecutive terms as Chair. He cautioned against forcing an issue where there might be an exception, and rely on the fact that the members are prudent utility managers who are not going to elect an officer unofficially into a lifetime position. Mr. Billingsley confirmed that the Draft Bylaws currently state that the Chair and Vice Chair shall serve two-year terms and shall not be eligible for consecutive terms. He noted that the office of Secretary/Treasurer needs to be included in that language. Mr. Billingsley requested members to clarify if they want to change the prohibition of consecutive terms. Chair Thayer commented that he believes all members agree with changing the prohibition of consecutive terms. An unidentified speaker agreed. Mr. Billingsley asked if the members agree to two-year terms. Chair Thayer answered no. Mr. Billingsley asked how long officers serve after they are elected. Chair Thayer answered one year. Mr. Billingsley confirmed that the officers will be elected every year, serve for a one-year term, and that terms can be successive. There were no objections. Mr. Izzo hopes the officer elections work ideally, but would hate to be in violation of the Bylaws because certain circumstances warrant the situation. Chair Thayer agreed that this practice is consistent with the BPMC and with the IMC. He asked if there were any other issues with the Bylaws that need to be addressed today, not including the comments submitted by Joel Unidentified this morning. Mr. Izzo discussed that he does not have a clear understanding of the open issue regarding the Charter and the Bylaws. Mr. Izzo thinks a vote was taken indicating that the Bylaws would be the Charter. However, he does not know for certain, and does not think it is necessary to review previous transcripts. Mr. Izzo noted that there were two different versions at the last meeting and the suggestion was to combine them. He requested clarity on the issue. Chair Thayer explained that there are two draft Charters in the Committee packet: Charter version A, which is a shorter version proposed by AEA, and Charter version B, which is a longer ___________________________________________________________________________ RTO Minutes 12/06/24 Page 11 of 18 version. He noted that there is also the option of not having a Charter. Chair Thayer requested Ms. Grovier or anyone who authored Charter version B to provide an overview. Ms. Grovier stated that the versions are accurately captured as Chair Thayer described. She advised that she has a split in her client group and invited anyone to speak on behalf of Charter version B. Mr. Izzo noted for the record that he supports the simple version of the Charter or no Charter. Chair Thayer requested that Mr. Billingsley address the shorter version, Charter version A, and that Mr. Clarkson address the longer version, Charter version B. There were no objections. Mr. Billingsley believes the Committee has four options: 1) not adopt a Charter, 2) adopt the short version, 3) adopt the long version, or 4) merge the Bylaws with the operative paragraphs of the Charter. He expressed the concern is if the organization is formed yet, and if not, then language needs to be inserted to indicate the Bylaws satisfy the requirement of formation. Mr. Billingsley explained the first option of not adopting a Charter, includes the formation language into the Bylaws. Those Bylaws would then be submitted to the RCA, and RCA would see that an organization was formed, Bylaws were submitted, the CPCN was submitted, and satisfied the requirements of the statute. Mr. Billingsley explained the second option is adopting the shorter Charter version A, which includes the functional and operative language that he believes is needed in the Charter. The statute says that an organization needs to be formed. Charter version A satisfies this requirement. He noted that the point of contention regarding Charter version A is the section that identifies AEA’s Role. Mr. Billingsley said that paragraph can be stricken from Charter version A, if it is a consistent point of contention. There is also a standard paragraph that addresses how many votes are needed to pass Bylaws and how many votes are needed to amend the Charter. Once approved, the Charter version A would need to be signed. Mr. Billingsley commented that the longer Charter version B has multiple items to work through and he is not the person to identify those issues. Mr. Billingsley believes that everyone could agree on the shorter Charter version A. He explained the fourth option is adopting a set of Bylaws that include the Charter language. There were no comments or questions. Mr. Clarkson does not believe this is or needs to be a contentious issue. He believes that HB307 has language that requires the Railbelt utilities and AEA to form the RTO. The Charter version B, at a baseline, is a step in the direction of forming the RTO. He noted that the legislation mentions Bradley Lake. Mr. Clarkson expressed his opinion that the Charter version B serves as an analog to the Power Sales Agreement (PSA) for Bradley Lake. There is a contract that ultimately created the BPMC. The BPMC then passed Bylaws that govern the governance and procedures of the BPMC. He gave the example of the analog for a corporation would be the Articles of Incorporation. Mr. Clarkson discussed that the RTO is an entity that is hard to determine because of how the statute and the bill were drafted. The Charter version B is CEA’s ___________________________________________________________________________ RTO Minutes 12/06/24 Page 12 of 18 best effort to develop a formation type document that meets the requirement of the Railbelt utilities and AEA working together to form the entity. Mr. Clarkson continued and expressed the main purposes of the Charter version B are to meet the requirement of the formation under the uncodified law and to clarify what the utilities and AEA believe AEA’s role to be. The legislation is subject to interpretation by courts and/or the Legislature at a future point in time, if they want to add clarity. If the utilities and AEA can agree on the definition of “for administrative purposes”, and put that agreement into a document approved by the utilities and AEA, while it may not have force of law, Mr. Clarkson believes it will be given discretion if it is ever reviewed, because the utilities and AEA have collaboratively worked together to develop a solution to language that is otherwise vague and ambiguous. He noted that this will set an expectation for the RTO as what the RTO believes “for administrative purposes” is intended to mean and will mean as operations continue. Mr. Clarkson discussed from a legal point of view, that Bylaws are not a formation document. In his opinion, the RTO passing Bylaws does not meet the formation requirement. There needs to be a document that is analogous to the Bradley Lake Power Sales Agreement or Articles of Incorporation for a Corporation. Lastly, Mr. Clarkson does not see any harm that the Charter version B could have to the RTO, while satisfying the requirements of the Legislature. Chair Thayer noted an issue with 307, stating that it says, “The RTO shall be formed,” and then in another section says, “is formed.” Jessica Spuhler, HEA, corrected Chair Thayer that the language is “it is created,” which is a term of art and is typical language. There is an entity created, and if the members here today fail to form the RTO, it would be a defunct RTO, because the Legislature has said it should be created. Ms. Grovier indicated that it says later that “it shall be formed.” There are two different terms used in two different ways and the issue is trying to determine what formation means in this context. Ms. Spuhler explained that HEA is aligned with Mr. Clarkson’s comments, and the uncodified language actually points to the PSA, not the Bylaws. The Bylaws are not a formation. The Charter version B, which is four pages long, takes all of the language from the PSA, Article 13. Ms. Spuhler said that Ms. Grovier created a really nice draft that has the exact explicit statutory language, except for, to the point of Mr. Billingsley and Mr. Clarkson, the language trying to identify the administrative purposes, which is absolutely not fleshed out and not used previously. There is an effort for the parties to agree on that particular point. Ms. Spuhler recommended that members take the time to review the draft, as she does not believe it will be voted on today. Mr. Groves concurred that the Charter is basically a multilateral contract between the parties agreeing to do as outlined. He believes it is appropriate to form the organization and requires unanimous approval so that all of the parties are opting in. From that perspective, he thinks that the Charter is an appropriate document as a predecessor to the Bylaws. He asked a question to the RRC’s legal counsel regarding whether RRC needs to be a signatory for the Charter framework contract. Mr. Groves recognizes that RRC is an ex-officio member with a different ___________________________________________________________________________ RTO Minutes 12/06/24 Page 13 of 18 role from the other members. He will advise when he receives the answer from counsel. Matt Clarkson indicated that he cannot provide an answer to Mr. Groves. Mr. Groves agreed that he is expecting an answer from his counsel and will inform members if the answer is affirmative, then he would advocate for a signature line as well. Mr. Miller indicated that the decision needs to be made on whether to have a Charter. He is in favor of creating a Charter. He believes Mr. Clarkson articulated the need for the Charter very well. The next decision needs to be which version should be utilized. Mr. Million noted that GVEA supports the Bradley Lake model and language within the Charter version B. Mr. Hickey expressed support for utilizing as much of the Bradley Lake model as possible, and specifically supports the Charter version B. Mr. Janorschke commented that based on what he thought he heard at the previous meeting, a Charter would be created and approved because it replaces the Articles of Incorporation. He said he is not an attorney and does not know if that is true, but he assumed the group was going to move forward with a Charter. Mr. Janorschke indicated that he is a stickler for details and clarification, and is supportive of a longer document, if needed. He complemented the writers of the BPMC documents as geniuses. The documents are over three decades old and are quite lengthy. Mr. Janorschke noted he is in favor of proceeding with a Charter. He thought he heard Joel Unidentified that the Charter is a precursor to the Bylaws. The non-legal understanding is that the Bylaws would be written in a manner that supports the Charter. Chair Thayer requested everyone answer the question individually if they support the Charter or do not support the Charter, and then secondly, if they do support a Charter, which version, Charter version A or Charter version B. Mr. Miller indicated yes for a Charter and Charter version B. Mr. Groves indicated yes for a Charter. Mr. Million speaker indicated yes for a Charter and Charter version B. Mr. Hickey speaker indicated yes for a Charter and Charter version B. Mr. Izzo indicated yes for a Charter in the simplest form or revision to B, in Section 1. A., the reference to standards and an attempt to define backbone transmission system (BTS) has not been resolved, and instead of a reference to Federal Energy Regulatory Commission (FERC), which has unknown consequences, he might accept language indicating the meaning is as determined by the authorizing legislation, or to that effect. Otherwise, he feels like this is an effort to lean on what the intent of the legislation and he cannot support it. Mr. Janorschke speaker indicated yes for a Charter and Charter version B. ___________________________________________________________________________ RTO Minutes 12/06/24 Page 14 of 18 Chair Thayer summarized that there is agreement for a Charter. The next decision is whether to use Charter version A or Charter version B. Chair Thayer stated he is in favor of a shorter version of the Charter. He expressed concerns about Charter version B in Section 2. C, which states “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.” Chair Thayer commented the RTO was created by statute and is reference in statute, and he does not believe the RTO Committee should be challenging the Legislature or trying to define what they intended or did not intend. If Section 2. C. is deleted, then he does not have a problem with Charter version B. Mr. Izzo commented that his focus has been on the Bylaws, and he has not given the Charter consideration a thorough review. He requested that members are given until the end of business on Monday to provides edits to Charter version B. Chair Thayer agreed with Mr. Izzo’s comments. However, he indicated that he is Chairing. He asked the members their will. Mr. Hickey requested the definition of a governmental body. He understands it is in the public meeting statute. Mr. Hickey asked if the RTO is a governmental body or is not a governmental body. He asked if the term should be defined or if it should remain vague and ambiguous. Ms. Spuhler commented that each person will probably have a different answer to Mr. Hickey’s questions. She explained there are governmental bodies under the Open Meetings Act that are defined. She believes that AEA’s attorney and the utilities’ attorneys agree that the crux is they use this odd language in HB307 that says, “for administrative purposes.” It is that ambiguous language that is causing the confusion. Ms. Spuhler researched if the Legislature has ever used that phrase previously, and they have not ever used that phrase before. She highlighted that the language in Section 1. A. is directly from HB307, and everything else is from the statute. The version from Ms. Grovier may be helpful for review. Chair Thayer raised the question about the wording “full division of AEA,” and the legislation says, “a division of AEA.” He asked if there is a definition of a full division versus a division. He noted that the organizations do not refer to themselves as divisions. This is another example of the awkwardness of HB307. Mr. Izzo reiterated that he cannot move forward on the document without taking the time for review. He noted that the reference to the Open Access Transmission Tariff (OATT) and to backbone are of the most contentious issues before the group. He urged that prudency rule the day and that legal representatives specifically review the proposed Charter language and provide a redlined version by a date certain in the near future. Chair Thayer reviewed the calendar for timing. The next meeting is at 10:00 a.m. on Monday, December 16. He offered the recommendation for the legal group of the different utilities and AEA to review the Draft Charter version B, reach consensus, and submit those findings to the ___________________________________________________________________________ RTO Minutes 12/06/24 Page 15 of 18 RTO Governance Committee by the close of business on Wednesday, December 11. That gives time for the CEOs to review the information and ask questions during discussion on Monday, December 16. Chair Thayer asked if that was a reasonable timeline. Mr. Izzo agreed. There was no objection. Chair Thayer outlined the next few meeting agenda items; Item C. RTO Working Group Update with Daniel Heckman, GVEA, Carl Monroe, Munro Advisors, and Ms. Grovier; Item 8.A. Election of Officers will not occur; Item 8.B RTO Certificate Filing. Chair Thair stated there is a possibility of going into executive session. Chair Thair asked Mr. Heckman if he wishes to have the discussion in executive session or if Mr. Heckman wants to provide public comments and then go into executive session on the actual RTO draft certificate filing. Mr. Heckman commented that he believes his update and Mr. Monroe’s update can be given in public. He believes that a portion of Ms. Grovier’s update can be given in public, and the other portion of her update should be in executive session. There was no objection. C. RTO Working Group Update i. Daniel Heckman Chair Thayer requested Daniel Heckman, GVEA, provide the RTO Working Group update. Mr. Heckman informed that his last update was provided a few days ago, so today’s update will be brief. He noted that he sent out an email to the RTO Governance Committee. For the record, Mr. Heckman clarified his earlier comments he made regarding the OATT that for purposes of the update, he did not want to leave this Committee or the public with the impression that the OATT is 100% finished, ready to go, or is ready for the Governance Committee’s review. There is still some work that needs to be completed on the OATT, as Mr. Monroe will discuss. Mr. Heckman reiterated that he did not want his comments to be construed that the OATT was ready. He still anticipates seeing the preliminary strawman draft either over the weekend or the first thing next week. Mr. Heckman made it very clear on the record that process is ongoing. Mr. Heckman requested the Committee’s permission to speak of Mr. Monroe. There was no objection. Mr. Heckman explained that Mr. Monroe is the technical advisor on the development of the OATT, and for defining the backbone transmission system (BTS). Mr. Heckman discussed that Mr. Monroe has testified before the Regulatory Commission of Alaska (RCA). The Working Group is happy and fortunate to have Mr. Monroe as part of the team. Mr. Monroe was provided by CEA. Mr. Heckman expressed appreciation to CEA for providing this service. He noted that Mr. Monroe will provide an update on the technical level and will answer any technical questions that the Committee may have. Mr. Heckman informed that after Mr. Monroe gives the technical update, Ms. Grovier will provide the certificate portion of the update. There were no questions or comments. ii. Carl Monroe Mr. Monroe introduced himself and provided a brief professional background. He is an electrical ___________________________________________________________________________ RTO Minutes 12/06/24 Page 16 of 18 engineer, and retired four years ago from Southwest Power Pool as the Chief Operating Officer (COO). Through that time, he was working both with Southwest Power Pool and its tariff, plus on all of their other regional activities. He worked with other RTOs in the Lower 48, and in Canada. As part of his history, Mr. Monroe has gone through the evolution of creating and evolving a tariff such as Alaska’s. After retirement, he began consulting, and CEA contacted him to assist with specific activities of theirs, and then recommended his consultation for the RTO Working Group. Mr. Monroe expressed that he has enjoyed the experience of working with the Working Group. Mr. Monroe reviewed the technical steps and aspects that the Working Group is focusing on. Regarding the OATT, the Working Group pulled from FERC their OATT and updated it from all of the subsequent rulings that they have made governing open access transmission and its tariff. That document was a proforma one representing the FERC requirements for the OATT. There was always an expectation that the document would have to be reviewed to ensure that it met the requirements of Alaska and the unique transmission system of Alaska. That review is occurring now. An outline was created to determine which sections to work on first. Additionally, more recently, Mr. Monroe was given the task to go through and try to make the FERC proforma tariff more aligned in terminology and intent with the current Alaska structure and what it would mean to have a tariff. Mr. Monroe is in the process of completing that task. He hopes that he will be able to provide a rough draft copy of an OATT for the RTO this weekend. Mr. Monroe noted that the draft copy will still have many holes in sections where the language is not complete. Other sections have usable language. The rough draft will have the organization of the tariff. Some sections will have partial language, and some sections will need complete language. There were no questions or comments regarding these described technical steps. Mr. Monroe discussed that there would need to be a transmission definition within the tariff itself. He stated that ongoing work has taken two parallel paths; one path is trying to use the provisions within FERC that they have used as guidelines to define both transmission and transmission that goes into an OATT, which FERC calls an integrated transmission system. FERC does not use the term backbone transmission within their provisions. Much discussion has occurred on this subject and the Working Group has proffered several definitions of transmission, and has been working through what that means. One avenue of the work is financial analysis, which serves two purposes. One purpose is to try to understand what the transmission definition would change within the tariff, and also an agreement from the parties on how the cost allocation from the tariff needs to be handled within the tariff itself. The Working Group has been gathering the financial information from each of the parties to analyze the current process and the cost of the current transmission within each entity. The year being used for the financial information analysis is 2022. The financial analysis will run different scenarios of allocation, including an analysis of a similar grandfathered agreement of the Bradley Lake agreement, and will allude to the transmission definition. The financial analysis is expected to begin soon, as there are only a few pieces of information that need to be gathered before the financial analysis can begin. The financial analysis and the transmission definition is a big effort. Mr. Miller asked regarding the determination of the transmission revenue requirement by each ___________________________________________________________________________ RTO Minutes 12/06/24 Page 17 of 18 utility, and if Mr. Monroe included direct transmission, direct O&M, plus long-term interest expense. He wondered if allocation of general plant, AFUGC, etc. are included. He asked what calculations Mr. Monroe was using and if a pro rata share of administrative and general (A&G) costs are included as well. Mr. Monroe discussed that what is being used for the Annual Transmission Revenue Requirement (ATRR) is the current structure used within the organizations for ATRR. Information was also collected on the different wheeling revenues and costs. This information was included. He noted that the assumption is that the ATRR across organizations is somewhat consistent. Mr. Monroe discussed that an ATRR will be developed that will analyze all of the items mentioned by the unidentified speaker. An analysis will occur regarding how each of the parties will be affected and if that will have to be instantiated into the tariff or if the current process can be used. A detailed review and comparison will be conducted, but has not yet occurred. Mr. Monroe continued the discussion that the Working Group is starting to gather the information regarding the ATRR. All but one of the entities has the accounting completed using FERC accounting principles and accounts. This will provide the ability to conduct a more in depth and comparative analysis. The Working Group will work with the entity that does not use the FERC accounts to attempt to duplicate that information for better understanding. Mr. Monroe discussed the last item that the Working Group is focused on is technical support to the CPCN. He noted that he is open to answering questions. There were no comments or questions. iii. Tina Grovier Ms. Grovier discussed that the Working Group has been following the RCA’s directive. The Docket U-24-026 discusses how to proceed with filing the CPCN application. The RCA gave the direction to use the APUC form 101, which is generally used for a new public utility. The RTO Working Group members and the RRC have been working together to gather the information that is needed for the application. The application is required to be filed by December 31, 2024. Ms. Grovier indicated that her additional comments are appropriate for executive session because they concern subjects that would have an adverse effect on the finances of the RTO, it may involve legal advice, and it also may be otherwise protected by law due to rules protecting personal privacy and certain business information. 8. NEW BUSINESS A. Election of Officer (if Bylaws approved) - None B. RTO Certificate Filing MOTION: A motion was made by Mr. Janorschke to enter into Executive Session for the reasons stated by Ms. Grovier. Motion seconded by Mr. Miller. Mr. Izzo offered a friendly amendment to add the topic of the Charter in executive session. ___________________________________________________________________________ RTO Minutes 12/06/24 Page 18 of 18 There was no objection. The motion to enter into executive session, including the friendly amendment to discuss the topic of the Charter, passed without objection. EXECUTIVE SESSION: 1:30 p.m. The RTO Governance Committee reconvened its regular meeting at 2:00 pm. Chair Thayer advised that no action was taken while in Executive Session. 9. MEMBERS’ COMMENTS Mr. Miller expressed appreciation for the work and efforts. He believes the discussion are good and the process is advancing. He looks forward to the December 16 meeting. He thanked Ms. Grovier for her work on the CPCN. Mr. Groves echoed Mr. Miller’s comments. Mr. Million commented on the good meeting. He believes there is much work to complete for the December 16 meeting, and is positive that it will be completed. Mr. Hickey echoed Mr. Miller’s comments. He thanked everyone for their hard work and looks forward to approving items at the December 16 meeting. Chair Thayer expressed appreciation to the staff, the Working Group, and the attorneys for their time and effort, especially during this time of the year. He hopes that everything can be wrapped up at the December 16 meeting. 10. NEXT MEETING DATE – December 16, 2024 11. ADJOURNMENT There being no further business for the committee, the meeting adjourned at 2:04 p.m. ___________________________________________________________________________ RTO Minutes 12/16/24 Page 1 of 7 RAILBELT TRANSMISSION ORGANIZATION (RTO) REGULAR AGENDA December 16, 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]); Travis Million (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) Karen Bell, Jennifer Bertolini, Mark Billingsley, Conner Erickson, William Price (AEA); Joel Paisner (Ascent Law Partners); Matt Clarkson (CEA); Kody George (City of Seward); Tom Kelly (General Pacific); Daniel Heckman (GVEA); Andrew Jensen (Office of the Governor); Sarah Lambe, Jessica Spuhler (HEA); David Pease, Tony Zellers (MEA); Carl Monroe (Munro Advisors); Bernie Smith (Public); Greg Valdez (Representative George Rauscher’s Office); and Tina Grovier (RTO Working Group). 4. AGENDA APPROVAL Mr. Janorschke requested to change the order of the agenda to address Item 7B. first and then address Item 7A. There was no objection. There were no other issues or comments regarding the agenda. 5. PUBLIC COMMENTS - None 6. APPROVAL OF THE MEETING MINUTES – December 4, 2024 Jennifer Bertolini, AEA, noted there is one nonmaterial correction that she will make. There was no objection. There were no other comments or questions. MOTION: A motion was made by Mr. Janorschke to approve the Meeting Minutes of December 4, 2024. Motion seconded by Mr. Million. ___________________________________________________________________________ RTO Minutes 12/16/24 Page 2 of 7 A roll call was taken, and the motion to approve the Minutes of December 4, 2024 passed unanimously. 7. OLD BUSINESS B. Draft Charter MOTION: A motion was made by Mr. Hickey, for discussion purposes, to review the Charter Agreement for the Railbelt Transmission Organization. Motion seconded by Mr. Million. The motion to review the Charter Agreement passed without objection. Mr. Thayer recommended changes to Section 2. Creation & Name of the RTO. He noted that AEA suggested changes. Section 2.b) reads: “For administrative purposes, the RTO is a division of AEA. The parties agree this means that AEA will provide administrative services like or similar character to those AEA provides to the Bradley Lake Management Committee.” Mr. Thayer requested to strike the remaining language in Section 2.b) that begins with, “The list below is not exhaustive,” and number 5. Additionally, Mr. Thayer requested to delete number 6, “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.” Mr. Thayer commented that Section c). conflicts with the Certificate to be filed with the Regulatory Commission of Alaska (RCA). For discussion purposes, AEA would like to clean up that language. Mr. Janorschke believes that the language that is not highlighted is Option A, and that Mr. Thayer referenced Section 2., Option A., and that the language in pink is Option B. He read the comments in the right margin that begin with, “For administrative purposes,” and suggested inserting the word “only” after the word “purposes.” The new language would read, “For administrative purposes only, the RTO is a division of AEA.” Mr. Miller agreed with Mr. Janorschke’s addition of the word “only.” Mr. Izzo asked for clarification as to where the word “only” is suggested to be included. Mr. Thayer noted Section 2.b). Mr. Izzo requested the language is read for the record. Mr. Thayer noted there are two options. Option A reads, “For administrative purposes only, the RTO is a division of AEA. The parties agree this means that AEA will provide administrative services of like or similar character to those AEA provides to the Bradley Lake Project Management Committee. The list below is not exhaustive, but is intended to be representative ___________________________________________________________________________ RTO Minutes 12/16/24 Page 3 of 7 of the types of administrative services provided to the BPMC by AEA.” Mr. Thayer noted that a list of six items that follows include office space, accounting services, IT and technical, record keeping and archiving, meeting coordination and notice, and website. Mr. Thayer continued and read AEA’s recommendation for Option B, “For administrative purposes, the RTO is a division of AEA. AEA will provide administrative services of like or similar character to those AEA provide to the Bradely Lake Management Committee.” Mr. Thayer noted that AEA recommends deleting the list. MOTION: A motion was made by Mr. Janorschke to approve the Charter as presented, with the amendment of Section 2.b) to read, “For administrative purposes only, the RTO is a division of AEA. AEA will provide administrative services of like or similar character to those AEA provides to the Bradley Lake Management Committee.” Motion seconded by Mr. Miller. Mr. Thayer confirmed that was a friendly amendment and a second. There were no objections to the friendly amendment. Mr. Thayer asked if there were any other questions or concerns about the Charter. Tina Grovier, RTO Working Group, asked for clarification on the motion. She noted the discussion regarding c), and indicated there is debate about c). Ms. Grovier suspects that the group will not want to include c) in the final document. Mr. Thayer understood that the current motion is particular to b) and that c) would be addressed separately. Ms. Grovier said she thought the motion before the members was the final motion, and she wanted to ensure the issue of c) was addressed. Mr. Thayer indicated that if the friendly amendment regarding b) was accepted, then the members can move on to address c). There was no objection. Mr. Thayer read 2.c) “The RTO is not a governmental body, a full division of AEA, nor subject to the same provisions, statutes, regulation or processes as AEA.” Mr. Thayer requested Ms. Grovier to review the group discussion regarding this issue. Ms. Grovier said her understanding that due to the ambiguity in the statutes, there is question as to the exact status, and she said once the compromise language for b) was agreed on, that c) would fall. Mr. Janorschke stated he would change his motion. MOTION: A motion was made by Mr. Janorschke to approve the Charter as presented, ___________________________________________________________________________ RTO Minutes 12/16/24 Page 4 of 7 using Option B in Section 2., which includes removing Section 2.c), and adding “only” into 2b). Mr. Thayer indicated that the list will be deleted as well. Mr. Janorschke agreed, and Ms. Grovier agreed. Mr. Thayer restated the language, “For administrative purposes only, the RTO is a division of AEA. AEA will provide administrative services of like or similar character to those AEA provides to the Bradley Lake Management Committee.” He reiterated that was the amendment that was made and seconded and agreed to as a friendly amendment. Mr. Thayer noted the second issue addressed by Ms. Grovier is 2.c), “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.” He believes that Counsel recommended to delete 2.c). Ms. Grovier agreed, and highlighted this is due the ambiguity in the statute and the debate among the members. Mr. Hickey commented that he believes Mr. Janorschke restated his motion to remove c), so that is a friendly amendment. Mr. Janorschke agreed, and noted that Mr. Miller must approve that amendment. Motion seconded by Mr. Miller. Mr. Thayer asked Mr. Izzo if he had any comments. Mr. Izzo requested to confirm that Section 2.d) will move up and will become the new 2.c). Mr. Thayer agreed. There were no other comments or questions. Mr. Thayer requested a roll call vote on the final approval of the Charter Agreement for the Railbelt Transmission Organization. A roll call was taken, and the motion to approve the Charter as presented, using Option B in Section 2., which includes removing Section 2.c), and adding “only” into b) passed unanimously. A. Draft Bylaws Mr. Thayer explained that the Draft Bylaws were posted last week for public comment. He is unaware of any issues or concerns with the Draft Bylaws. MOTION: A motion was made by Mr. Janorschke to approve the Railbelt Transmission Organization Bylaws as presented. Motion seconded by Mr. Miller. ___________________________________________________________________________ RTO Minutes 12/16/24 Page 5 of 7 A roll call was taken, and the motion to approve the Railbelt Transmission Organization Bylaws passed unanimously. C. RTO Working Group Update Daniel Heckman, with GVEA, representing the RTO Working Group, discussed that the focus of the Working Group has been the subjects that the Committee is acting on today with the Charter, the Bylaws, and the Certificate filing that Ms. Grovier will present. Mr. Heckman noted that Carl Monroe, Munro Advisors, is online. The Working Group is reviewing the first iterations of the strawman Open Action Transmission Tariff (OATT) document. There are many sections that need to be completed and discussed among the Working Group and the member entities and internal teams. He said that as soon as the efforts regarding the regulatory certificate components are concluded this month, they are on the fast-track to file this timely with the Commission. The Working Group’s efforts will then pivot swiftly and efficiently to the OATT. The Working Group is looking at scheduling monthly in-person meetings next year, in addition to the standing biweekly meetings. Mr. Heckman said the Working Group’s attention and principle focus on the legal and regulatory front for the Certificate. There were no questions or comments. D. RTO Certificate Filing Mr. Thayer noted that Ms. Grovier will discuss the RTO Certificate Filing. Mr. Thayer indicated that the document was made available on Saturday. Ms. Bertolini advised that the document was not shared with the public. The individual utilities and AEA received the document. Ms. Grovier stated that work has continued to provide good progress for both the Certificate of Public Convenience and Necessity (CPCN) and the related exhibits and motions. Ms. Grovier noted that she could provide additional detail, but this is information could have an adverse effect on the finances of the RTO, may contain legal advice, and may also be otherwise protected by law due to rules protecting personal privacy and certain business information. MOTION: A motion was made by Mr. Hickey to enter into Executive Session to discuss matters that might have a negative impact on the Railbelt Transmission Organization. Motion seconded by Mr. Million. Mr. Groves asked which individuals will attend Executive Session. Mr. Thayer noted that each individual utility will designate who they would like to include in the meeting during the roll call vote to pass the motion. There was no objection. A roll call was taken, and the motion to enter into Executive Session passed unanimously, with attendees as follows; Mr. Izzo, Tony Zellers and David Pease for MEA; Mr. Million and Daniel Heckman for GVEA; Mr. Thayer, Karen Bell, Mark Billingsley, Conner Erickson, Bill ___________________________________________________________________________ RTO Minutes 12/16/24 Page 6 of 7 Price, and Andrew Jensen for AEA; Mr. Miller and Matt Clarkson for CEA; Mr. Janorschke, Sarah Lambe and Jessica Spuhler for HEA; and Mr. Hickey and Kody George for City of Seward. EXECUTIVE SESSION: 10:22 a.m. The RTO Governance Committee reconvened its regular meeting at 11:20 a.m. Mr. Thayer advised that no action was taken while in Executive Session. Mr. Thayer called for a brief at-ease. There was no objection. A brief at-east was taken. Mr. Thayer called the meeting back to order at 11:27 a.m. MOTION: A motion was made by Mr. Janorschke to approve Curtis Thayer to work with Tina Grovier and the regulatory team to finalize and sign the CPCN application, including any related exhibits and motions, for filing not later than December 31, 2024, with the understanding that no material changes will be made without bringing the matter back to the Committee. Motion seconded by Mr. Miller. A roll call was taken, and the motion passed unanimously. 8. NEW BUSINESS A. Election of Officers Mr. Thayer advised that the newly passed Bylaws include the requirement for a seven-day notice before an election of officers could occur, and a 72-hour notice for nominations. Mr. Thayer would like to this item to be on the agenda at the next regularly scheduled meeting, tentatively set for February 14, 2025, following the Bradley Lake Project Management Committee (BPMC) meeting. There were no comments, questions, or objections. 9. MEMBERS COMMENTS Mr. Izzo expressed sincere thanks to Ms. Grovier and all the folks from the utilities and AEA who have contributed to the work product approved today. Mr. Janorschke echoed Mr. Izzo’s comments. He is amazed and shocked that everything was completed by December 16. He wished everyone a merry Christmas. Mr. Million echoed the comments of Mr. Izzo and Mr. Janorschke. He commented that the amount of work completed in such a short amount of time is amazing. He looks forward to the filing. He wished everyone a merry Christmas. ___________________________________________________________________________ RTO Minutes 12/16/24 Page 7 of 7 Mr. Hickey echoed the previous comments. He thanked everyone, and wished merry Christmas and happy holidays. Mr. Groves echoed the previous comments. He appreciates the hard work and is glad to see the product complete. Mr. Miller echoed the previous comments. He highlighted the great job, and agreed with the sentiment that nobody expected to have completed so much by today. Mr. Miller extended special thanks in recognition for all the people putting together the CPCN filing, including Ms. Grovier and the respective utilities and AEA. He wished everyone a merry Christmas. Mr. Thayer suggested that at the next meeting, the members should look to the Working Group to establish milestones for the next six months and during the legislative session. Mr. Thayer requested that the Working Group help identify timelines and milestones for the Committee, particularly regarding when to review the final draft. He noted that July 1, 2025 will approach quickly. Additionally, review needs to occur for finalizing the financial scenarios, the backbone transmission assets, finalizing the policy on the backbone transmission assets, defining the tariff, defining terms, and understanding the impacts. Mr. Thayer requested that discussion occur at the next meeting. He thanked everyone for their hard work on the Charter and the Bylaws. Mr. Thayer expressed appreciation to Ms. Bertolini for receiving all the documents and for taking her computer home at night during afterhours to ensure the documents were distributed to members. He wished everyone a merry Christmas. 10. NEXT MEETING DATE – TBD The next meeting is tentatively scheduled for February 14, 2025, following the BPMC meeting. 11. ADJOURNMENT There being no further business for the committee, the meeting adjourned at 11:32 a.m. ATTACHMENT I TO BYLAWS OF RAILBELT TRANSMISSION ORGANIZATION COMMITTEE Rules for Election of Chair, Vice Chair, and Secretary/Treasurer The procedures embodied in these rules have been adopted by the Railbelt Transmission Organization to facilitate the election of the Chair, Vice Chair, and Secretary/Treasurer as called for under Article 7 of the Bylaws. These procedures may be amended at any time pursuant to Section 5.10.4 of the Bylaws. 1. The Chair, Vice Chair, and Secretary/Treasurer shall be elected by an affirmative vote under Section 5.10.3 of the Bylaws. Each voting member of the Committee shall have one vote in this election. 2. The Chair, Vice Chair, and Secretary/Treasurer shall serve for a term of one year or until their resignation or removal, if earlier. 3. 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. 4. 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. 5. The elections of the Chair, Vice Chair, and Secretary/Treasurer 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. 6. Seven days prior to the Annual Meeting the supervisor of the election shall notify the Committee member representatives that nominations for Chair, Vice Chair, and Secretary/Treasurer of the Committee will be open for 72 hours. 7. Voting members of the Committee may nominate any voting Committee member’s representative to serve as Chair, Vice Chair, or Secretary/Treasurer. Self-nominations are allowed. 8. 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, Vice Chair, or Secretary/Treasurer as applicable, if elected. 9. 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. 10. At the commencement of the Annual Meeting, each of the nominees shall be given an opportunity to address the Committee if they so desire. 11 11. 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. 12. 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 voting 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. 13. Step 11, and as necessary Step 12, shall be repeated until one candidate receives the requisite majority of the votes and so is elected Chair, Vice Chair, or Secretary/Treasurer of the Committee. RTO Proposed Meeting Schedule February 28, 2025 10:00 am (Teams Meeting only) March 21, 2025 12:00 pm (Following BPMC Meeting) April 18, 2025 10:00 am (Teams Meeting only) May 2, 2025 12:00 pm (Following BPMC Meeting) May 30, 2025, 10:00 am (Teams Meeting only) June 20, 2025 12:00 pm (Following BPMC Meeting)