As proposed: February 28, 2006
BY-LAWS
of the
POWER AUTHORITY
OF THE STATE OF NEW YORK
Statutory Authority
Public Authorities Law §1004
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Originally Adopted....................................................... April 9, 1954, |
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and amended............................................................. July 28, 1954; |
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September 28, 1956; |
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May 1, 1961; |
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December 19, 1966; |
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July 1, 1968; |
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April 27, 1978; |
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November 28, 1978; |
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October 31, 1979; |
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December 18, 1984; |
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January 22, 1985; |
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October 29, 1985; |
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April 29, 1986; |
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February 28, 1989; |
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February 22, 1994; |
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April 26, 1994; |
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August 29, 1995; |
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December 17, 1996; |
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September 11, 1997; |
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December 15, 1998; |
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October 26, 1999; |
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November 28, 2000; |
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and April 30, 2002;. |
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and February 28, 2006. |
Power Authority of the State of New York
30 South Pearl Street
Albany, New York 12207
BY-LAWS
of the
POWER AUTHORITY
OF THE STATE OF NEW YORK
Table of Contents
TOC \o "1-3" \u ARTICLE I - Offices........................................................................................... PAGEREF _Toc11046252 \h 1
Section 1. Principal Office....................................................................... PAGEREF _Toc11046253 \h 1
Section 2. Other Offices............................................................................ PAGEREF _Toc11046254 \h 1
Section 3. Books and Records.................................................................. PAGEREF _Toc11046255 \h 1
ARTICLE II - Trustees...................................................................................... PAGEREF _Toc11046256 \h 1
Section 1. Number, Term, Appointment and Vacancies............... PAGEREF _Toc11046257 \h 1
Section 2. Powers and Duties.................................................................. PAGEREF _Toc11046258 \h 1
ARTICLE III - Trustees' Meetings.............................................................. PAGEREF _Toc11046259 \h 2
Section 1. Place of Meetings................................................................... PAGEREF _Toc11046260 \h 2
Section 2. Annual Meeting...................................................................... PAGEREF _Toc11046261 \h 2
Section 3. Regular Meetings................................................................... PAGEREF _Toc11046262 \h 2
Section 4. Special Meetings..................................................................... PAGEREF _Toc11046263 \h 2
Section 5. Quorum........................................................................................ PAGEREF _Toc11046264 \h 2
ARTICLE IV - Officers..................................................................................... PAGEREF _Toc11046265 \h 3
Section 1. Officers........................................................................................ PAGEREF _Toc11046266 \h 3
Section 2. Election and Appointment of non-statutory Officers PAGEREF _Toc11046267 \h 3
Section 3. Term of Office........................................................................... PAGEREF _Toc11046268 \h 3
Section 4. Vacancies.................................................................................... PAGEREF _Toc11046269 \h 4
Section 5. Removal....................................................................................... PAGEREF _Toc11046270 \h 4
Section 6. Powers and Duties.................................................................. PAGEREF _Toc11046271 \h 4
A. Chairman.................................................................................................. PAGEREF _Toc11046272 \h 4
B. Vice Chairman......................................................................................... PAGEREF _Toc11046273 \h 4
C. President and Chief Executive Officer................................................ PAGEREF _Toc11046274 \h 6
D. Vice Presidents........................................................................................ PAGEREF _Toc11046275 \h 6
E. Executive Vice President and General Counsel............................... PAGEREF _Toc11046276 \h 7
F. Secretary................................................................................................... PAGEREF _Toc11046277 \h 7
G. Treasurer.................................................................................................. PAGEREF _Toc11046278 \h 8
H. Controller................................................................................................. PAGEREF _Toc11046279 \h 8
I. Deputy and Assistant Secretaries.......................................................... PAGEREF _Toc11046280 \h 9
ARTICLE V - Committees............................................................................... PAGEREF _Toc11046281 \h 9
Section 1. Executive Management Committee............................... PAGEREF _Toc11046282 \h 9
Section 2. Audit Committee.................................................................... PAGEREF _Toc11046283 \h 9
Section 3. Governance Committee...................................................... PAGEREF _Toc11046284 \h 10
Section
43.
Other
Committees..............................................................
PAGEREF _Toc11046284 \h 10
ARTICLE VI - Corporate Seal................................................................. PAGEREF _Toc11046285 \h 10
Section 1. Seal............................................................................................. PAGEREF _Toc11046286 \h 10
ARTICLE VII - Fiscal Management........................................................ PAGEREF _Toc11046287 \h 11
Section 1. Fiscal Year............................................................................... PAGEREF _Toc11046288 \h 11
Section 2. Strategic Plan....................................................................... PAGEREF _Toc11046289 \h 11
Section 3. Annual Budgets..................................................................... PAGEREF _Toc11046290 \h 11
Section 4. Capital Expenditure Plan................................................ PAGEREF _Toc11046291 \h 11
Section 5. Expenditure Authorization Procedures................... PAGEREF _Toc11046292 \h 11
Section 6. Disbursement of Funds........................................................ PAGEREF _Toc11046293 \h 11
ARTICLE VIII - Execution of Instruments........................................ PAGEREF _Toc11046294 \h 12
Section 1. Execution of Instruments................................................. PAGEREF _Toc11046295 \h 12
ARTICLE IX - Amendment............................................................................. PAGEREF _Toc11046296 \h 12
Section 1. Amendment.............................................................................. PAGEREF _Toc11046297 \h 12
ARTICLE X - Miscellaneous..................................................................... PAGEREF _Toc11046298 \h 12
Section 1. Additional Appointments................................................ PAGEREF _Toc11046299 \h 12
Section 2. Annual Reports..................................................................... PAGEREF _Toc11046300 \h 12
Section 3. Defense and Indemnification of Trustees and Employees PAGEREF _Toc11046301 \h 12
Section 4. Corporate Policies and Procedures............................. PAGEREF _Toc11046302 \h 13
The principal office of the Power Authority of the State of New York (hereinafter referred to as the "Authority") shall be its Albany Office.
The Authority may also have offices at such other places as the Trustees may from time to time determine or the business of the Authority may require.
Except as otherwise determined by the Trustees, or as the business of the Authority may require, all books and records of the Authority shall be kept at its principal office.
The number and term of Trustees and the appointment and process of filling vacancies shall be governed by Title 1 of Article 5 of the Public Authorities Law, Chapter 870, Laws of New York, 1939, as amended (hereinafter referred to as "Power Authority Act").
The powers and duties of the Trustees shall be governed by the Power Authority Act. To implement these power and duties, the Trustees shall oversee the Authority’s chief executive and other senior management in the effective and ethical management of the Authority; understand, review and monitor financial, management and operational decisions of the Authortiy and approve annually the salary, compensation, and benefits, as well as time and attendance policies, of the chief executive and all senior management.
Meetings of the Trustees shall be
held at the principal office of the Authority or at such other place as the Trustees may from time to time designate.
The annual meeting of the Trustees shall be held in April of each year, unless otherwise determined by them and at such time and place as the Trustees may from time to time designate.
Regular meetings of the Trustees shall be held in accordance with a schedule adopted annually by the Trustees for that purpose and may be changed from time to time within that year by the Chairman in consultation with the Trustees.
Special
meetings of the Trustees may be called by the Chairman or Vice Chairman or upon
the request of any
two
three Trustees. The Secretary shall give notice of the time, place
and purpose or purposes of each special meeting by mail at least three days
before the meeting or in person or by telephone or facsimile at least two days
before the meeting to each Trustee. The notice required to be given under this
section may be waived by the Trustee to whom such notice is required to be
given.
At all
Trustees' meetings, the presence of
three
four Trustees shall be necessary to constitute a quorum and shall
be sufficient for the transaction of business. Any act shall be sufficient for
the transaction of business if such
three
four Trustees are in agreement and any act of such
three
four Trustees present at a meeting and which constitutes a quorum
shall be an act of the Trustees.
The
statutory officers of the Authority shall be a Chairman and a Vice Chairman,
whose offices are created by and named in Section 1004 of the Public Authorities
Law and who shall be chosen from among the Trustees; the non-statutory officers
of the Authority shall be a President and Chief Executive Officer,
a Chief Operating Officer, one or more Executive Vice Presidents,
a Secretaryan
Executive Vice President and General Counsel,
a Secretary, one or more Senior Vice Presidents, one or more Vice
Presidents, one Deputy General Counsel, a Treasurer, a Controller and one or
more Deputy and/or Assistant Secretaries, all of whom shall be employees of the
Authority.
The
President and Chief Executive Officer,
the Chief Operating Officer, the Executive Vice President,
Secretary and General Counsel, the Executive Vice President - Power
Generation,
and the
Executive Vice President -
Business
Corporate Services and Administration
and the Secretary shall be elected annually at the annual Trustees'
meeting. In addition, such officers may be elected from time to time at any
regular or special meeting of the Trustees. All other officers of the Authority
shall be appointed by and serve at the pleasure of the
ChairmanPresident
and Chief Executive Officer, except that the
Inspector
General, Deputy General Counsel and Deputy and Assistant
Secretaries shall be appointed by and serve at the pleasure of the Executive
Vice President,
Secretary and General Counsel
and
the
Secretary, as the case may be,
and the Director – Internal Audits and
Corporate Compliance
shall be appointed by and serve at the pleasure of the Audit Committee.
The
President and Chief Executive Officer,
the Chief Operating Officer,
the Executive Vice President,
Secretary and General Counsel,
the Secretary,
the Executive Vice President - Power Generation, and
the Executive Vice President -
Business
Corporate Services and Administration shall hold office for a term
expiring at the next annual Trustees' meeting or until their successors are
elected.
The Trustees may leave unfilled for any
such period any office except those of Chairman, Vice
Chairman, President and Chief Executive Officer,
or Executive Vice President,
Secretary and General Counsel,
or
Secretary.
Any
officer elected by the board
or appointed pursuant to Section
two
herein shall be subject to removal at any time by the
Trustees
appointing authority with or without cause.
The
Chairman shall preside at all
meetings
of the Trustees
and where
elected by the Trustees, may also be the Chief Executive Officer of the
Authority and shall
exercise such
duties and powers as hereinafter described and as customarily pertain to the
Office of Chairman. In carrying out the policies as determined by the Trustees,
the Chairman shall have the general supervision and control of the affairs of
the Authorityon
behalf of the Trustees oversee the Authority’s chief executive and senior
management in the effective
and
ethical management of the Authority. The Chairman may appoint such
assistants and employees as he may deem necessary in order to
administer the
affairs of the Authorityperform
such function and may fix their power, duties and compensations.
The Chairman may delegate to the Vice Chairman, President and Chief Executive
Officer, or other officer or officers such of the Chairman's powers and
functions in the general supervision,
administration and control of the business of the Authority.
The Vice Chairman shall possess such powers and shall perform such duties as may be assigned to him from time to time by the Trustees. The Vice Chairman shall be Acting Chairman in the absence or incapacity of the Chairman and shall assume the powers and perform all duties of the Chairman if the Chairman is unable to perform such duties for any reason. The Vice Chairman, when acting in the capacity of Acting Chairman under this section, may delegate the powers or duties of Chairman to another Trustee or the President and Chief Executive Officer during the period of disability or incapacity of the Chairman.
The
President, where elected by the Trustees,
may alsoshall
be the Chief Executive Officer of the Authority and subject to such supervision
as the Chairman or the Trustees may from time to time exercise, shall have such
duties and powers as hereinafter described and as customarily pertain to such
office
of officers. Except as may be prescribed by the Chairman or the
Trustees, the President and Chief Executive Officer shall have general
supervision over the property, business and affairs of the Authority and over
its several officers, employees and agents other than the Chairman, the Vice
Chairman and those officers reporting directly to the Chairman. The President
and Chief Executive Officer may sign, execute and deliver in the name of the
Authority powers of attorney, contracts, agreements, leases, notes, checks,
drafts, bonds, obligations and such documents other than those required by these
By-laws, law or resolution to be executed by the Chairman and/or the Secretary.
The President and Chief Executive Officer may delegate to such officers as he or
she appoints such of the President and Chief Executive Officer's powers and
functions in the general supervision and control of the business of the
Authority as he or she deems appropriate.
Executive Vice Presidents, Senior Vice Presidents, Vice Presidents and Inspector
General, shall have such powers and perform such duties as customarily pertain
to such officers and as may be assigned to them by the Chairman, Trustees, or
the President and Chief Executive Officer, subject, however, at all times to the
supervision and control of the Chairman and Trustees and subject further to any
limitations which the Chairman or Trustees may from time to time prescribe. The
activities of the Authority shall be organized into offices and departments as
determined by the President and Chief Executive Officer after consultation with
the Chairman and Trustees. In addition to the foregoing, there shall be
a separate
departments of
Inspector General and
Office of Internal Audit
and
Corporate Compliance
which shall report to the
Executive Vice
President, Secretary and General CounselAudit
Committee. The Inspector General
and Director of Internal Audit and
Corporate Compliance
shall meet at least
annually
three times per year with
a
the Audit Ccommittee
of Trustees composed of Trustees other than the Chairman. All other
departments of the Authority
except for the
Law Department shall report directly to the President and Chief
Executive Officer. Any Senior or Executive Vice President at the direction of
the Chairman, Trustees or President and Chief Executive Officer, may perform any
of the duties of the President and Chief Executive Officer.
There
shall be an Executive Vice President and General Counsel
of the Authority, who
may also serve
as Secretary, shall report to
both the
Chairman
Trustees and
the
President and Chief Executive Officer and
shall
be the chief legal officer of the Authority
and i.
In that capacity,
he shall advise and represent the Authority generally in all legal
matters and proceedings, including legislative proceedings, shall designate
those employees who shall be eligible to accept service of process on behalf of
the Authority; and possess such powers and shall have general supervision over
the property, business and affairs of the
legal,
secretaries, inspector general and internal audit offices
Office of the General Counsel and shall perform such other duties
as customarily pertain to such office or may be from time to time assigned by
the Chairman or prescribed by the Trustees,
or by the President and Chief Executive Officer, subject, however,
at all times to the supervision and control of the Chairman,
and
the Trustees
and
the
President and Chief Executive Officer and subject further to any
limitations which the Chairman or Trustees may from time to time prescribe. The
Deputy General Counsel shall have such powers and perform such other duties of
the Executive Vice President and General Counsel as customarily pertain to the
office in the absence or disability of the Executive Vice President and General
Counsel.
The
Secretary shall
report to the Chairman and Board of Trustees and attend all
meetings of the Trustees and
act as Secretary
thereof and record all votes and shall keep a record of the
proceedings of the Trustees in a Minute Book to be kept for that purpose. The
Secretary shall cause notice to be given of all meetings of the Trustees and
shall be custodian of the records of the actions of the Trustees and shall keep
in safe custody the seal of the Authority and shall have the authority to affix
such seal to all documents and papers authorized to be executed by the Trustees
or officers of the Authority requiring such seal to be affixed. The Secretary
shall attest to the signatures of the Trustees and officers of the Authority and
shall have the authority to cause copies to be made of all minutes, resolutions,
records and documents of the Authority and to deliver certificates under seal to
the effect that such copies are true and accurate and that all persons dealing
with the Authority may rely on same. The Secretary shall appoint one or more
Deputy and/or Assistant Secretaries and shall possess such powers and perform
such other duties as customarily pertain to the office or may be from time to
time assigned by the Chairman, President and Chief Executive Officer or
prescribed by the Trustees, subject, however, at all times to the supervision
and control of the Chairman and the Trustees and subject further to any
limitations which the Chairman or the Trustees may from time to time prescribe.
The Treasurer shall have general custody of all funds and securities of the Authority and have general supervision of the collection and disbursement of Authority funds and shall endorse on behalf of the Authority for collection checks, notes and other obligations, and shall deposit the same to the credit of the Authority in such bank or banks or depositories as the Trustees may designate. The Treasurer may sign with the President, or such other person or persons as may be designated for such purpose by the Trustees, all bills of exchange or promissory notes of the Authority and shall possess such powers and shall perform such other duties as customarily pertain to the office or as may be assigned from time to time by the President and Chief Executive Officer or prescribed by the Chairman or Trustees, subject, however at all times to the supervision and control of the President and Chief Executive Officer, Chairman and the Trustees and subject further to any limitations which the President and Chief Executive Officer, Chairman or Trustees may from time to time prescribe.
The Controller shall be in charge of the accounting operations, the preparation of fiscal accounts and the coordination of all external audits of the Authority and shall possess such powers and shall perform such duties as customarily pertain to the office or as may be assigned by the President and Chief Executive Officer or prescribed by the Chairman or Trustees, subject, however, at all times to the supervision and control of the President and Chief Executive Officer, Chairman and the Trustees and subject further to any limitations which the President, Chairman or Trustees may from time to time prescribe.
The Deputy and Assistant Secretaries shall possess such powers and shall perform such duties as may be assigned from time to time by the Secretary or Chairman or prescribed by the Trustees, subject, however, at all times to the supervision and control of the Secretary, Chairman and the Trustees and subject further to any limitations which the Secretary, Chairman or the Trustees may from time to time prescribe. Each Deputy and Assistant Secretary may, in the absence or incapacity of the Secretary, assume and perform all powers and duties of the Secretary.
The
Chairman,
President and Chief Executive Officer,
the Chief Operating Officer, the Executive Vice President,
Secretary and General Counsel, the Executive Vice President - Power
Generation, Executive Vice President -
Business
Corporate Services and Administration and such other officers as
the
Chairman
President and Chief Executive Officer may from time to time
designate shall be members of an Executive Management Committee which shall
periodically review and propose Authority corporate strategies, policies and
programs and shall report on and make recommendations, with the Chairman's
concurrence, to the Trustees. Any officer so designated shall serve at the
pleasure of the
ChairmanPresident
and Chief Executive Officer.
The
President and Chief Executive Officer, or in his absence or disability
the Chairmanhis
designee, shall preside at Executive Management Committee meetings,
which shall meet quarterly or more often as the President and Chief Executive
Officer may designate.
The
Audit Committee shall consist of two Trustees,
other than the Chairman. The Audit Committee
and
shall
have oversight of such activities of the Authority as set forth in the
Audit Committee Charter adopted by the Trustees and may exercise such powers as
the Trustees shall from time to time determine.
The Governance Committee shall consist of two Trustees, and have oversight of such activities of the Authority as set forth in the Governance Committee Charter adopted by the Trustees and may exercise such powers as the Trustees shall from time to time determine.
The Trustees or the Chairman may appoint other committees which shall have and may exercise such powers as shall be authorized by the Trustees or by actions of the Chairman or President and Chief Executive Officer.
The seal of the Authority shall be a design symbolizing its activities and shall be surrounded by the words "Power Authority of the State of New York" as shown by the following impression of such seal:
The Trustees shall have the power to fix, and may from time to time change by resolution, the fiscal year of the Authority. Unless otherwise fixed by the Trustees, the calendar year shall be the fiscal year.
The Trustees shall annually review a strategic plan developed by the Executive Management Committee which shall become the basis for the development of departmental plans, the annual budget and the capital expenditure plan.
The Trustees shall annually adopt an operation and maintenance budget and a capital budget for the Authority's operating facilities and support departments.
The
Trustees shall
annually
review an
annual capital expenditure plan which shall summarize all present
and proposed capital projects.
The Trustees shall adopt expenditure authorization procedures which shall govern the annual budget, capital expenditure plan, contract executions and all approval authorizations.
The Trustees, except as otherwise provided in these By-laws, may authorize any officer or other employee to execute any requisition, voucher, draft or check for the disbursement or transfer of funds of the Authority.
The Trustees, except as otherwise provided in these By-laws, may authorize any officer, employee or agent pursuant to the expenditure authorization procedures or otherwise, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Authority, and such power to execute and deliver may be general or specific; unless so authorized, no officer, employee or agent shall have any power or authority to bind the Authority by any contract or engagement or pledge its credit or to render it liable pecuniarily for any purpose or in any amount.
The Trustees shall have the power to amend, alter or repeal any provision or provisions of these By-laws at any regular or special meeting.
The President and Chief Executive Officer shall appoint all regional managers and site executive officers. The Trustees may extend employment contracts to one or more officers of the Authority, in order to insure continuity of senior management.
The Trustees shall submit an annual report, as prescribed by the Public Authorities Law, within ninety days after the close of the fiscal year.
The provisions of the Defense and Indemnification Policy ("Policy") of the Authority as amended and adopted on April 26, 1994, and the provisions of the resolution as amended and adopted by the Authority on April 26, 1994, conferring the benefits of Section 18 of the New York Public Officers Law ("POL § 18") on the Authority's Trustees and Employees and agreeing to be held liable for the costs thereof, shall constitute a contract between the Authority and each of its Trustees and Employees, as such persons are defined in the Policy, and the Authority agrees that the benefits thereof shall be made available to each Trustee or Employee with respect to any act or omission which has occurred or may in the future occur during the period such Policy and the resolution conferring the benefits of POL § 18 are in effect, and no amendment to such Policy or such resolution which modifies the provisions thereof shall take effect with respect to any act or omission of a Trustee or Employee which occurred prior to the effective date of such amendment unless the effect of such amendment is to increase the defense and indemnification protection afforded to such Trustee or Employee prior to such effective date.
Unless otherwise provided by statute or these By-laws, the Trustees and every officer or employee of the Authority shall be subject to the Authority's corporate policies and procedures as embodied in its corporate policies program.