MINUTES OF A SPECIAL MEETING

OF THE

POWER AUTHORITY OF THE STATE OF NEW YORK

 

May 29, 2007

 

Table of Contents

 

            Subject                                                                                                                                      

 

1.              Election of Non-Statutory Officer                                                                                                                                

2.              Next Meeting                                                                                                                

3.              Closing                                                                                                                             

 

Minutes of a Special Meeting of the Power Authority of the State of New York held via video conference at the following participating locations at 3:03 p.m.:

1)       New York Power Authority, 123 Main Street, White Plains, NY

2)       New York Power Authority, Niagara Power Project, 5777 Lewiston Road, Lewiston, NY

3)       New York Power Authority, 30 South Pearl Street, Albany, NY

The following Members of the Board were present at the following locations:

                                Frank S. McCullough, Jr., Chairman (White Plains, NY)

                                Elise M. Cusack, Trustee (Lewiston, NY)

                                Joseph J. Seymour, Trustee (Albany, NY)

                                Leonard N. Spano, Trustee (White Plains, NY)

 

              The following Members of the Board participated by phone but did not vote:

 

                                Michael J. Townsend, Vice Chairman

                                Thomas W. Scozzafava, Trustee

 

               Robert E. Moses, Trustee - Excused

                                 

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Timothy S. Carey                                 President and Chief Executive Officer

Thomas J. Kelly                                    Executive Vice President and General Counsel

Vincent C. Vesce                                  Executive Vice President – Corporate Services and Administration

Angelo S. Esposito                              Senior Vice President – Energy Services and Technology

Brian Vattimo                                        Senior Vice President – Public and Governmental Affairs

Anne B. Cahill                                      Corporate Secretary

Michael A. Saltzman                            Director – Media Relations

Joann Willmott                                     Community Relations Manager

Jack Murphy                                         Temporary PR Counsel

Roger B. Kelley                                    Nominee for President and Chief Executive Officer

 

 

 


Chairman McCullough presided over the meeting.  Corporate Secretary Cahill kept the Minutes.

 


1.             Election of Non-Statutory Officer

 

The Executive Vice President and General Counsel submitted the following report:

 

SUMMARY

“The Trustees are requested to consider the election of Roger B. Kelley of East Amherst, New York as President and Chief Executive Officer of the Authority, effective July 1, 2007, with service to the Authority to commence June 25, 2007, as President and Chief Executive Officer-Elect.

BACKGROUND AND DISCUSSION

“On May 24, 2007, Timothy S. Carey, President and Chief Executive Officer of the Authority, announced his retirement from the Authority, effective June 30, 2007.  The Trustees, after due consideration, have determined that Roger B. Kelley of East Amherst, New York, shall succeed Timothy S. Carey as President and Chief Executive Officer of the Authority.  Therefore, pursuant to Article IV, Section 2 of the Authority’s By-Laws, “Election of Certain Non-Statutory Officers by the Trustees,” the Trustees make the following recommendation:   

RECOMMENDATION

“It is recommended that the following non-statutory officer provided for in Article IV of the By-Laws, adopted December 18, 1984, and last amended on April 24, 2007, be elected as President and Chief Executive Officer, effective July 1, 2007, and commence service with the Authority as President and Chief Executive Officer-Elect, effective June 25, 2007, and to hold such office of President and Chief Executive Officer for a term expiring at the next annual meeting of the Trustees in March 2008, or until his successor is elected:

Roger B. Kelley                                    President and Chief Executive Officer

“The Board of Trustees and I concur in the recommendation.”

 

Chairman McCullough welcomed Mr. Kelley to the meeting and thanked President Carey for his years of service to the Authority.  President Carey thanked God and also thanked former Governor Pataki for the opportunity to serve, saying that he hoped his legacy, first as a Trustee and then as the President and Chief Executive Officer of the Authority, would be that during his tenure the Authority received new 50-year licenses for the Niagara and St. Lawrence power projects, that the new 500 MW power plant in Queens was commissioned and that the Rappleyea Building was designated by the U. S. Green Building Council as the first facility in New York State with a Gold ranking in the Council’s Leadership in Energy and Environmental Design (LEED) Program for Existing Buildings.  President Carey said that this LEED Gold ranking was consistent with his work on the construction of the LEED Gold-ranked Solaire residential building while he was the President of the Battery Park City Authority.  He added also that he was proud to be the founder of the Irish Hunger Memorial, established while he was at the Battery Park City Authority.

                Chairman McCullough said that Mr. Kelley had excellent credentials and that he looked forward to a long and fruitful association with him. 

Mr. Kelley said that he was honored that Governor Spitzer had considered him for this position and recommended his election to the Trustees.  He said that he was looking forward to working with everyone at the Authority.  Mr. Kelley also thanked President Carey for his years of public service and wished him much success in the future.  

The following resolution, as submitted by the Executive Vice President and General Counsel, was unanimously adopted.

 

RESOLVED, That  pursuant to Article IV, Section 2 of the Authority’s By-Laws, the following individual is hereby appointed to the position listed next to his name for a term expiring at the next annual meeting of the Trustees in March 2008, or until a successor is elected: 

 

Roger B. Kelley                  President and Chief Executive Officer

 

AND BE IT FURTHER RESOLVED, That Roger B. Kelley’s service with the Authority shall commence as President and Chief Executive Officer-Elect effective June 25, 2007.



                    


2.             Next Meeting

               

The next Regular Meeting of the Trustees will be held on Tuesday, June 26, 2007, at 11:00 a.m., at the Clark Energy Center, Marcy, New York, unless otherwise designated by the Chairman with the concurrence of the Trustees.

 

 


Text Box: MAYSPECMTGMINS.07

 

3.             Closing

 

On motion duly made and seconded, the meeting was adjourned by the Chairman at approximately
3:15 p.m.

 

 

 

 

Anne B. Cahill

Corporate Secretary