(a)The Governor, or the Governor’s designee, may incorporate Golden State Energy as a nonprofit public benefit corporation pursuant to the Nonprofit Public Benefit Corporation Law (Part 2 (commencing with Section 5110) of Division 2 of Title 1 of the Corporations Code) for the purpose of owning, controlling, operating, or managing electrical and gas services for its ratepayers and for the benefit of all Californians.
(b)
(1)Golden State Energy’s initial board of directors shall consist of nine members.
(2)
(A)The initial board members shall be appointed as follows: five members
appointed by the Governor, two members appointed by the Senate Committee on Rules, and two members appointed by the Speaker of the Assembly.
(B)Of the initial board members, one appointee from each of the
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(a)
The Governor, or the Governor’s designee, may incorporate Golden State Energy as a nonprofit public benefit corporation pursuant to the Nonprofit Public Benefit Corporation Law (Part 2 (commencing with Section 5110) of Division 2 of Title 1 of the Corporations Code) for the purpose of owning, controlling, operating, or managing electrical and gas services for its ratepayers and for the benefit of all Californians.
(b)
(1)
Golden State Energy’s initial board of directors shall consist of nine members.
(2)
(A)
The initial board members shall be appointed as follows: five members
appointed by the Governor, two members appointed by the Senate Committee on Rules, and two members appointed by the Speaker of the Assembly.
(B)
Of the initial board members, one appointee from each of the appointing authorities shall initially serve a two-year term, three appointees by the Governor shall initially serve four-year terms, and one appointee from each of the appointing authorities shall initially serve a six-year term.
(3)
(A)
The initial board of directors shall amend Golden State Energy’s bylaws to include procedures for the transition to a board consisting of three appointed members, with one member appointed by each of the appointing authorities specified in paragraph (2), who shall serve four-year terms, and six members elected by Golden
State Energy’s customers, who shall serve a maximum of six-year terms. The procedures for the transition shall provide for the following:
(i)
The initial board members serving the two-year term shall be replaced by elected members.
(ii)
The initial board members serving the four-year term shall be replaced by elected members.
(iii)
The initial board members serving the six-year term shall be replaced by appointed members, with one member appointed by each of the appointing authorities. The appointing authority may reappoint a board member whose term has expired.
(B)
Election procedures adopted by the initial board shall include all of the following:
(i)
Nomination of members for election to the board shall be based on a matrix of skills, including the following expertise and experience:
(I)
Wildfire safety, preparedness, prevention, mitigation, response, or recovery.
(II)
Workforce safety and safety culture.
(III)
Nuclear generation safety.
(IV)
Leadership in the energy or utility industry.
(V)
Utility operations and engineering.
(VI)
Innovation and technology in renewable energy.
(VII)
Risk management, including enterprise risk management.
(VIII)
Climate change mitigation or climate resilience.
(IX)
Financial performance and planning.
(X)
Legal, regulatory, or government experience related to utilities.
(XI)
Audit.
(XII)
Corporate governance or executive compensation.
(XIII)
Labor relations.
(XIV)
Large-scale customer experience.
(XV)
Utility board experience.
(ii)
Measures to maximize board member diversity and the selection of California residents located in the service territory of Golden State Energy.
(iii)
Selection by the board, or a committee of the board, of a slate of candidates for election that shall include no less than two candidates for each open board seat using search firms to identify, evaluate, and recommend the most qualified candidates for election.
(iv)
Incorporation of stakeholder input into the board selection process.
(C)
All elected or appointed members of the board, including those appointed pursuant to paragraph (2), shall be free of conflicts of interest that violate state law or the
by-laws of Golden State Energy, and shall have demonstrated expertise or experience in one or more of the areas listed in subclauses (I) to (XV), inclusive, of clause (i) of subparagraph (B).
(4)
The initial board of directors shall amend Golden State Energy’s bylaws to include provisions that do all of the following:
(A)
Ensure that the purposes and functions of Golden State Energy are consistent with the purposes and functions of nonprofit, public benefit corporations in the state, including duties of care and conflict-of-interest standards for officers and board members of a corporation.
(B)
Maintain open meeting standards and meeting notice requirements consistent with the general policies of the Bagley-Keene
Open Meeting Act (Article 9 (commencing with Section 11120) of Chapter 1 of Part 1 of Division 3 of Title 2 of the Government Code) and affording the public the greatest possible access, consistent with other duties of the corporation.
(C)
Provide public access to corporate records consistent with the general policies of the California Public Records Act (Division 10 (commencing with Section 7920.000) of Title 1 of the Government Code) and affording the public the greatest possible access, consistent with the other duties of the corporation.
(5)
Upon the adoption or amendment of Golden State Energy’s bylaws, the board shall submit the adopted or amended bylaws to the Governor, the Legislature, and the commission.