§ 1021-B — North Country power authority

§ 1021-b. North Country power authority. 1. A corporation known as the\nNorth Country power authority is hereby established and charged with the\nduties and having the powers provided in this title. The authority shall\nbe a state authority, a body corporate and politic constituting a public\nbenefit corporation, a political subdivision of the state, exercising\ngovernmental and public powers, perpetual in duration, capable of suing\nand being sued and having a seal, and which shall have the powers and\nduties enumerated in this title, together with such others as may be\nconferred upon it by law.\n 2. The authority shall be governed by a board of directors consisting\nof nine directors, to be residents of the service area, and to be\nappointed by the governor. Seven such directors shall be appointed upon\nthe recommendation of the supervisors and mayors of the municipalities\nwithin the following regions, with the designations to be made in the\nfollowing manner: the village of Potsdam will designate one designee to\nbe forwarded to the governor; the village of Canton and the town of\nCanton will jointly designate one designee to be forwarded to the\ngovernor; the towns of Bombay, Brasher, Fort Covington, Moira and\nWestville will jointly designate one designee to be forwarded to the\ngovernor; the towns of Fowler and Gouverneur will jointly designate one\ndesignee to be forwarded to the governor; the towns of Lisbon,\nLouisville, Madrid, Norfolk and Waddington will jointly designate one\ndesignee to be forwarded to the governor; the towns of Potsdam,\nStockholm, Colton and the village of Norwood will jointly designate one\ndesignee to be forwarded to the governor; and the towns of DeKalb,\nEdwards, Hermon, Russell and Pierrepont will jointly designate one\ndesignee to be forwarded to the governor. Every decade the directors\nshall examine the population of the seven regions, and if needed, adjust\nthe make-up or demarcation of the regions, for the necessity or\nconvenience of performing its functions and administering its affairs\nand to maintain a reasonable equality of population between the regions.\nThe governor shall select one of the directors to serve as chair, and\nsuch chair shall serve at the pleasure of the governor. The term of\noffice of a director, including the director serving as chair, shall be\nfive years, but in the first instance such directors shall be appointed\nto hold office as follows: three for one year; three for three years;\nand three for five years. Upon resignation of a director, or a vacancy\noccurring in any other manner, such vacancy shall be filled by\nappointment for the unexpired term. In other respects, all vacancies\nshall be filled in the manner corresponding to the original appointment.\nEach director shall continue to hold office and serve until a successor\nis appointed, qualified and assumes office.\n 3. The members of the board shall serve without compensation but shall\nbe entitled to reimbursement of their actual and necessary expenses\nincurred in the performance of their official duties, as may be\nauthorized by the directors, in each case upon appropriate documentation\nby the submitting director. No director or any entity, the majority of\nwhich is owned or controlled by any director, shall receive any\nadditional compensation from NCPA or be employed by NCPA in any other\ncapacity by whatever means.\n 4. Five directors shall constitute a quorum for the transaction of\nbusiness, and the affirmative vote of five directors at a meeting shall\nbe necessary to the validity of any resolution, order or determination.\nThe directors, in by-laws or by resolution, may allow for attendance at\na meeting of the directors by speaker phone or any other electronic\nmeans by which all meeting participants can hear one another.\n 5. The directors shall appoint an executive committee of not less than\nthree directors and shall delegate such duties and responsibilities of\nthe directors to the executive committee as it may determine from time\nto time, except that the directors shall not delegate to the executive\ncommittee the power to authorize the issuance of securities. The\ndirectors may appoint such additional committees with such duties and\nresponsibilities as they may determine from time to time.\n 6. (a) The directors shall from time to time select such officers and\nemployees, including a chief executive officer and such engineering,\nmanagement and legal officers, and other professional employees,\nincluding but not limited to accounting, planning, construction,\nfinance, appraisal, banking and trustee services, as the directors may\nrequire for the performance of their duties and shall prescribe the\nduties and compensation of each such officer and employee.\n (b) If any employees are hired as a consequence of an acquisition of\nthe assets of National Grid, they shall be hired subject and be entitled\nto all applicable provisions of (i) any existing contract or contracts\nwith labor unions and (ii) all existing pension or other retirement\nplans. Notwithstanding the provisions of any general, special or local\nlaw, the board may determine that such class of employees of the\nauthority may elect to become members of the New York state employees'\nretirement system on the basis of compensation payable to them by the\nauthority.\n 7. (a) The authority shall be subject in all respects to the general\nsupervision and jurisdiction of the public service commission in the\nsame manner as a municipal electric utility is subject to the\njurisdiction of the public service commission under the public service\nlaw.\n (b) The authority shall not make any commitment, enter into any\nagreement nor incur any indebtedness unless prior approval has been\nreceived from the New York state public authorities control board\npursuant to article one-A of this chapter.\n (c) In addition to all of the powers of the public service commission,\nprior to acquiring any property and commencing operations, the authority\nshall secure an order from the commission authorizing such acquisition\nand commencement. The commission shall have the power to deny the\nauthority's application to acquire property and commence operations. The\nauthority shall comply with any and all requests for documents,\nmaterials, and testimony that the commission may seek. The commission\nshall consider, including but not limited to, the following factors\nbefore issuing an order: ratepayer impacts; system reliability;\nenvironmental impacts, conservation of energy resources; preservation or\ncreation of economic opportunities; power efficiency and availability;\npublic health and welfare; and any other factor it deems relevant. The\nauthority granted pursuant to this paragraph shall terminate upon\ncommencement of distribution of power.\n 8. The authority and its corporate existence shall continue until\nterminated by law, provided, however, that no such law shall take effect\nso long as the authority shall have securities outstanding, unless\nadequate provision has been made for the payment thereof.\n 9. In the event that the authority does not commence delivering\nelectric power within ten years of the effective date of this title, the\nauthority shall cease to exist and the provisions of this title shall be\nof no further force and effect, subject to the terms of any bonds, notes\nor other debt obligations then outstanding.\n