HomeMy WebLinkAbout6 UAMPS bylaws Agenda Item # 6
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TRUCKEE DONNER
CONSENT
To: Board of Directors
From: Stephen Hollabaugh
Date: November 19, 2008
Subject: Amending and Restating Agreement for Joint and Cooperative
Action and Bylaws With UAMPS
1. WHY THIS MATTER IS BEFORE THE BOARD
Only the Board can authorize and execute the attached resolution.
2. HISTORY
The District joined UAMPS in 2000 and executed the UAMPS Amended and Restated
Agreement for Joint and Cooperative Action with DAMPS. This document has been amended
and restated a number of times since UAMPS was formed in 1980 and most recently in 2005
and 2007.
3. NEW INFORMATION
UAMPS has updated their agreement for Joint and Cooperative Action which was approved
by the UAMPS Board of Directors on October 15, 2008. The Joint and Cooperative Action
has been amended and restated a number of times since UAMPS was formed in 1980. Below
is a summary of the most recent revisions that are detailed in the attached letter from
VanCott, Bagley, Cornwall and McCarthy.
• Conform to Current Utah Interlocal Cooperative Act.
• Clarify matters related to Equity Members and Members.
• Clarify matters related to UAMPS' Projects.
• Lessons from Litigation
• General Clean Up
• Conformance to Bylaws
Overall, this amendment and restatement allows UAMPS to continue to comply with the law,
to serve Members efficiently and to maintain maximum flexibility in an increasingly complex
energy market.
4. FISCAL IMPACT
This item does not change the fiscal impact on the District.
5. RECOMMENDATION
Approve and authorize the Board President to sign the certificate and resolution, and the
UAMPS Amended and Restated Agreement for Joint and Cooperative Action and Bylaws.
Stephen Hollabaugh Michael D. Holley
Assistant General Manager General Manager
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October 30, 2008
Mr. Stephen Hollabaugh
P.O. Box 309
Truckee, CA 96160
Dear Steve:
The Board of Directors' approved at its October 15, 2008, meeting an amendment and restatement
of the Agreement for Joint and Cooperative Action ("Amended and Restated JAA") and Bylaws.
The Amended and Restated JAA will become effective upon three fourths of the members'
approval.
Attached for Truckee-Donner PUD approval and execution are: 1) certificate and resolution, and 2)
Amended and Restated JAA. Also attached for your reference are: 1) the Amended and Restated
Bylaws, and 2) an executive summary of the modifications.
Please return the executed certificate, resolution and Amended and Restated JAA to UAMPS no
later than December 12, 2008 and retain a copy of the documents for your official files. Note that
your attorney will need to acknowledge that the Amended and Restated JAA is in proper form and
in compliance with applicable laws.
If you have any questions, please contact me,
Sincerely,
F
( f
Jackie Coombs
Customer Services Administrator
Enclosures
cc: Barbara Cahill (w/o enclosure)
MEMORANDUM
TO: UAMPS
FROM: VanCott, Bagley, Cornwall & McCarthy
DATE: October 20, 2008
RE: Executive Summary'
The Utah Associated Municipal Power Systems ("UAMPS") Agreement for Joint and
Cooperative Action ("JAA") has been amended and restated a number of times since UAMPS
was formed in 1980. The Bylaws of Utah Associated Municipal Power Systems ("Bylaws")
similarly have been amended and restated to address the iterations of the JAA. This memo
summarizes the revisions in the most recent amendment and restatement approved by the
UAMPS' Board of Directors on October 15, 2008.
• Conform to current Utah Interlocal Cooperation Act. The Utah Interlocal Act
(the "Act") was revised to require that interlocal entities such as UAMPS be governed
by public agencies. The provisions of the JAA related to the election of Directors and
the definition of Director has been revised to reflect that only those Members that
are public agencies may participate as Directors. In 2003, UAMPS elected to become
an energy services interlocal entity and take advantage of additional powers granted
under the Act for energy service entities. The JAA has been amended to reflect that
decision by the UAMPS' Board. The Act also requires certain steps as to termination
of the organization. These steps are, as directed by the Act, included in the JAA.
• Clarify matters related to Equity Members and Members. The JAA has been
further defined as to the description of Equity Members and Members. For example,
Equity Members must be public agencies; while Members need not be public
agencies. The names and number of Equity Members and their general percentage
position upon the termination of UAMPS have been set. Appendix B which provides a
list of Equity Member and their general percentages has been added. Additionally,
the current and historic practices of UAMPS related to annual meetings have been
clarified. Provisions related to separate meetings of Equity Members have been
eliminated.
• Clarify matters related to UAMPS' Projects. The JAA has been amended to allow
one Member to form a Project of UAMPS and to permit Projects themselves to join,
act and serve as a member of other Projects. Processes for electing directors and for
governing Projects have been clarified.
' For ease of understanding, the language in this memo referring to the amendments is in
the pluperfect tense and as a result assumes final adoption of the subject changes.
110:343768 v2
• Lessons from Litigation. The JAA has been clarified to require that active UAMPS'
"protagonists" (including any Member of UAMPS that is an adverse or potentially
adverse party) are not allowed to participate in, attend, monitor by electronic means, '
otherwise the discussions of such proceedings by UAMPS regardless of the Member's
then current membership status with or within UAMPS.
• General Clean Up. The JAA had not been fully restated for almost ten years.
Accordingly, the JAA has been generally revised to correct minor issues and to
conform to current law and the historic and current practice(s) of UAMPS.
• Conformance of Bylaws. The Bylaws have been conformed to include all the
current amendments to the JAA and to conform to current practices of the
organization.
We hope this information is helpful as each Member goes through the approval process with
their respective governing bodies. Overall, this amendment and restatement allows UAMPS
to continue to comply with the law, to serve Members efficiently and to maintain maximum
flexibility in an increasingly complex energy market.
MFM/KSC
2
110 :393768v2
Truckee Donner Public Utility District
STATE OF CALIFORNIA )
COUNTY OF NEVADA )
I, the undersigned, do hereby certify to Utah Associated Municipal Power Systems
("UAMPS") that I am the duly qualified and acting Clerk of the Board of Truckee Donner Public
Utility District (the "Member"). I further certify to UAMPS, according the records of the
Member in my official possession, and upon my own knowledge and belief, that:
(1) the Member is duly organized and validly existing as a public utility district
and public agency of the State of California; the legislative powers of the Member are
vested in a Board of Directors (the "Legislative Body"); and neither the corporate
existence of the Member, nor the titles of the members of the Legislative Body or the
officers of the Member are being contested; and
(2) the Member is a member of UAMPS and has previously executed and
delivered the Utah Associated Municipal Power Systems Amended and Restated
Agreement for Joint and Cooperative Action, dated as of February 17, 1999, as amended
(the "Organization Agreement");
(3) the Legislative Body met in its regular public session on , 2008, (the
"Meeting"), to consider and act upon the items listed on the Notice of Public Meeting
attached as EXHIBIT A hereto (the "Notice"), which included, among other things,
consideration of the resolution attached hereto as EXHIBIT B (the "Resolution");
(4) the Meeting was held at the regular meeting time and place of the Legislative
Body within the boundaries of the Member; and the Meeting was noticed to the public
and conducted in accordance with California law;
(5) a quorum of the Legislative Body was present and acting throughout the
Meeting; during the Meeting, the Resolution was introduced in written form and pursuant
to motion duly made and seconded was adopted and approved by a vote of at least a
majority of the Members of the Legislative Body present and voting at the meeting;
(6) the Resolution was signed by the President, was sealed, attested, and
countersigned by the undersigned, as Clerk of the Board, and the Resolution, its exhibits,
and the minutes of the Meeting are recorded in the official records of the Member kept in
the office of the Clerk of the Board;
(7) pursuant to the authority vested in them by the Resolution, multiple
counterparts of the Utah Associated Municipal Power Systems Amended and Restated
393151 v.3 298
EXHIBIT A
[Attach Public Notice of Meeting]
393151 v.3 298
RESOLUTION NO.
A RESOLUTION AUTHORIZING THE EXECUTION AND
DELIVERY OF THAT CERTAIN UTAH ASSOCIATED MUNICIPAL
POWER SYSTEMS AMENDED AND RESTATED AGREEMENT
FOR JOINT AND COOPERATIVE ACTION; AND RELATED
MATTERS.
WHEREAS, Truckee Donner Public Utility District (the "Member") is a member
of Utah Associated Municipal Power Systems ("UAMPS') pursuant to the
provisions of the Utah Associated Municipal Power Systems Amended and Restated
Agreement for Joint and Cooperative Action dated as of February 17, 1999 as
amended (the "Organization Agreement");
WHEREAS, it has been determined to be necessary, desirable, and in the
best interest of the Member and the other parties to the Organization Agreement to
amend and restate the same; and
WHEREAS, the Member now desires to authorize the Utah Associated
Amended and Restated Agreement for Joint and Cooperative Action (the
"Restated Agreement") and the taking of other necessary action in connection
therewith;
Now, THEREFORE,BE IT RESOLVED by the Board of Directors of Truckee
Donner Public Utility District as follows:
Section 1. Execution, Delivery and Filing of the Restated Agreement. That
the Restated Agreement in substantially the form presented at the meeting at
which this resolution is adopted, is hereby authorized and approved, and the
President is hereby authorized, empowered and directed to execute and deliver
the Restated Agreement on behalf of the Member, and the Clerk of the Board is
hereby authorized, empowered, and directed to attest, countersign and affix the
corporate seal of the Member to the Restated Agreement, with such changes to
the Restated Agreement from the form attached hereto as are approved by the
President, his execution thereof to constitute conclusive evidence of such
approval. Promptly upon its execution, the Restated Agreement shall be filed in
the official records of the Member as required by Section 11-13-209, Utah Code
Annotated 1953, as amended (the "Utah Code').
Section 2. Public Purposes, Powers, Effective Date of, and Other Actions with
Respect to the Restated Agreement.
(a) The public purposes of the Restated Agreement are those listed in Section
4.1 of the Restated Agreement; the powers, duties, and functions of UAMPS are those
listed in Section 12 of the Restated Agreement and in Section 11-13-204 of the Utah
393151 v.3 298
ADOPTED AND APPROVED this day of , 2008.
Truckee Donner Public Utility District
President
ATTEST AND COUNTERSIGN:
Clerk of the Board
[SEAL]
393151 v.3 298
PREFERRED MEANS OF NOTICE
DAMPS Member Truckee Donner Public Utility District
Member Representative Stephen Hollabuagh
Regular Meetings
Please indicate your preferred means of receiving notice of regular DAMPS Meetings:
[Check one]
n Collaboration Portal
n U.S. Mail
Please list the address
Special Meetings
Please indicate your preferred means of receiving notice of special UAMPS Meetings:
[Check one]
❑ Email
Please list the email address
Facsimile❑
Please list the fax number
Signature of Member Representative
393151 v.3 298
WHEREAS, the Members deem it necessary and desirable to enter into this Joint
Action Agreement to amend, supersede, and replace the Restated Agreement; and
WHEREAS, UAMPS has developed facilities, systems, and personnel that enable
UAMPS to provide a range of wholesale electric utility services to its Members and in
furtherance of the purposes of UAMPS, to better promote and foster the benefits of
public power, and to better achieve economies of scale, efficiencies, and other benefits
to the Members, each of the Members now desires to enter into this Joint Action
Agreement.
Now, THEREFORE, the Members hereby agree as follows:
Section 1. Definitions.
Capitalized terms used herein and in the recitals shall have the
meanings ascribed to such terms in the recitals above and the meanings set
forth below:
1.1 Act means the Interlocal Cooperation Act, Title 11, Chapter
13, Utah Code Annotated 1953, as amended.
1.2 Board means the Board of Directors of UAMPS established
pursuant to Section 9 hereof.
1.3 Director means each Member Representative elected or
deemed elected as a Director. Only those Member Representatives who
represent Public Agencies may be elected or deemed elected as a Director. Any
alternates shall not be entitled to act as a Director in the event of the absence or
unavailability of a Director.
P,
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380462v.10
requirements of Section 5 hereof. The term "Member" as used in this Joint
Action Agreement is generic and includes Equity Members.
1.11 Member Representative means the person appointed by a
Member to be such Member's Representative to UAMPS and all applicable
Project Management Committees. Each Member shall appoint one Member
Representative and may appoint up to two alternates. Member Representatives
and alternates shall not be members of the board of directors or governing body
of or be employed by any electric utility which is not a Member of UAMPS or of
any other organization which is not a Member of UAMPS which provides service
in competition with UAMPS or any Member. No individual shall serve as the
Member Representative for more than one Member, except for the Chair of a
Project Management Committee who serves as a Project's Member
Representative to another Project as provided in Section 9.6. In the event an
individual is a Member Representative of one Member and an alternate for
another Member, such individual may not represent more than one Member at
any annual, regular, or special meeting of the Members. An alternate appointed
by such Member shall serve as such Member's alternate in the event of the
absence or unavailability of such Member's Representative.
1.12 Percentage Entitlement Share means a Member's
respective percentage share pursuant to the document(s) that govern a Project.
For Projects that provide multiple activities or services with different entitlement
shares, a Member's Percentage Entitlement Share for such Project shall be
calculated based on the financial responsibilities for the entire Project rather than
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380462v.10
facilities which are for the purpose of providing electric service to direct
consumers of electric power within the boundaries of a Member's service area
and which are interconnected directly with such customers shall not be included
within any Project for purposes of this Joint Action Agreement.
1.14 Public Agency means a "Public Agency" as defined in the
Act.
Section 2. Creation of DAMPS.
2.1 Pursuant to the Act, the Members hereby ratify and reaffirm
creation of a Utah Interlocal Entity and an Energy Services Interlocal Entity,
known as UTAH ASSOCIATED MUNICIPAL POWER SYSTEMS to accomplish
the purposes of their joint and cooperative action as set forth herein.
2.2 UAMPS shall continue to exercise such rights and powers
and have such duties and obligations as provided for in the Act and herein.
From and after the Effective Date, this Joint Action Agreement shall supersede
and replace the Restated Agreement, as heretofore amended, without calling
into question or casting doubt upon actions previously taken by UAMPS under
the Original Agreement or the Restated Agreement as amended.
2.3 Without limiting the foregoing, from and after the Effective
Date, UAMPS shall be bound by each and every resolution, contract, and
agreement, adopted or executed by UAMPS prior to the Effective Date, including
without limitation all resolutions, bond resolutions and indentures, ownership
agreements, participation agreements, transmission service contracts,
transmission purchase contracts, power sales contracts and power purchase
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(d) planning, financing, development, acquisition, construction,
reconstruction, improvement, enlargement, betterment, operation,
and/or maintenance of one or more Projects for the benefit of all or
some of the Members,
to enable the Members to provide services and facilities consistent with the
forms of governmental organization that will accord best with geographic,
economic, population and other factors influencing the needs and development
of local communities, and to provide the benefits of economies of scale,
economic development and utilization of natural resources.
4.2 In connection with a Project, UAMPS may acquire capacity,
services, facilities and/or resources in excess of those needed to meet the
requirements of the Member(s) as may be necessary to accomplish the
purposes of UAMPS and to provide the benefits of economies of scale,
interconnected systems, acquisition of all or parts of existing electric facilities,
and adaptation of a Project to the unique needs of the Member(s) of that Project.
Section 5. Qualification and Admission of Members.
5.1 Additional entities may become Members of UAMPS upon
request and upon satisfaction of the qualifications and procedures set forth in
this Section 5.
5.2 To become a Member of UAMPS an entity must (i) own and
operate an Electric System for the provision of electric service at retail to the
general public within its service area, (ii) be eligible for a preference contract
from a federal power marketing agency, (iii) be accepted as a Member of a
Project by a Project Management Committee, (iv) be approved as a Member of
such Project by the Board, and (v) pay a minimum amount, as determined by the
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380462v.10
Section 6. B laws.
6.1 The Bylaws of UAMPS shall be established and amended
from time to time by the Board and shall provide, among other things, for (i) the
calling and holding of Meetings, (ii) powers and duties of officers, and (iii) rules
governing the manner of election of Directors.
Section 7. Meetings of Members.
7.1 Members shall meet no less frequently than annually.
7.2 The business of annual Meetings will be (i) election or
removal of Directors, and (ii) other matters relating to the organization of
UAMPS.
7.3 Notice of annual Meetings shall comply with the Bylaws and
with Utah State law governing notices of public meetings. Member
Representatives shall receive notice of each annual Meeting and will have the
right to attend each such annual Meeting.
7.4 Annual Meetings shall be convened in accordance with the
requirements of the Bylaws and Utah State law governing open and public
meetings.
7.5 Annual Meetings may be closed to the public in accordance
with Utah State law governing open and public meetings. Member
Representatives and all other persons associated with or purportedly
representing a Member shall withdraw from annual Meetings that have been
properly closed when the purpose for the closed meeting involves strategy
ma .
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8.4 Decisions relating to a Project shall require a majority vote of
the Directors elected or deemed elected from such Project who are present and
voting at such meeting, unless any Director elected or deemed elected from such
Project calls for a weighted voted on a matter relating to such Project. If a
weighted vote is called, decisions relating to a Project shall require the vote of
both (i) a majority of the Directors elected or deemed elected from such Project
that are present and voting at such Meeting and (ii) a majority of the Percentage
Entitlement Shares for such Project. A majority of the Percentage Entitlement
Shares for purposes of a weighted vote shall be determined by dividing the total
Percentage Entitlement Shares represented by Directors who vote in favor of the
decision by the total Percentage Entitlement Shares represented by Directors at
the Meeting.
8.5 In the event of a weighted vote, Member Representatives for
those Members participating in the Project that are neither elected nor deemed
elected as a Director may designate a Director to vote such Member's
Percentage Entitlement Share by written proxy. Any Meeting of the Board shall
recess following a call for a weighted vote until proxies for those Directors
present and voting at such meeting can be completed.
8.6 Decisions related to Projects with only one Member shall be
reported to the Board by the Director for such Project.
8.7 Except for the initial election of Directors after the formation
of a Project, Directors shall serve for a term of four years. To ensure continuity,
historical perspective, and organizational memory, when a Project is initially
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380462v.10
established by the Board from time to time, are hereby established, ratified and
confirmed. The Executive Committee shall consist of the Chair, Vice-Chair,
Secretary, and Treasurer of DAMPS. All other committees, except for the
Project Management Committees, shall consist of Member Representatives
appointed by the Chair. Each Project Management Committee shall consist of
the Member Representatives of the Members of the Project.
9.2 The Chair of UAMPS shall serve as Chair of the Executive
Committee and shall appoint the Chair of each other committee except for the
Project Management Committees, each of which shall annually elect a Chair
from among the Member Representatives for that Project. No Chair shall serve
more than three consecutive terms. Committees shall hold meetings from time
to time as called by each Committee's Chair.
9.3 The Members intend that the Board shall (i) defer to the
particular expertise of each Project Management Committee with respect to the
Project that is governed by such Committee and (ii) act upon and in furtherance
of the recommendations of each such Project Management Committee with
respect to the Project governed by such Committee. Except for those matters
described in Section 8.3 hereof, the Board shall take action with respect to a
Project only upon the specific recommendation of the Project Management
Committee for such Project and shall not have the power to change, modify, or
substitute any such recommendation.
9.4 The Members in each Project shall have one vote on all
matters before a Project Management Committee Meeting and a majority of the
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380462v10
9.7 The Project Management Committees and the several
Committees of the Board shall meet at such times and places as the Chair of
such Committees shall direct. Meetings of such Committees shall be convened
in accordance with the requirements of the Bylaws and Utah State law governing
open and public meetings. Meetings of Committees may be closed to the public
in accordance with such law.
9.8 Member Representatives and all other persons associated
with or purportedly representing a Member shall withdraw from Meetings of
Committees that have been properly closed when the purpose for the closed
meeting involves strategy sessions to discuss pending or reasonably imminent
litigation in which that Member is, or could be, an adverse party.
9.9 Meetings of the Committees may be held through electronic
means, as provided in the Bylaws. A Member Representative participating in a
Meeting through electronic means shall be considered present for purposes of a
quorum and voting.
Section 10. Selection and Qualifications of Officers.
10.1 The officers of UAMPS shall consist of a Chair, a Vice-Chair,
a Secretary, and a Treasurer. Each officer shall be a Director and elected
annually by the Board for a one-year term. No officer shall serve more than
three consecutive terms in the same office. In addition to officers listed above,
the Board may by resolution appoint such assistant officers as the Board may
from time to time determine to be necessary or desirable.
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Section 12. Powers.
12.1 In furtherance of the purposes set forth in this Joint Action
Agreement, UAMPS shall have all powers conferred upon Interlocal Entities and
Energy Services Interlocal Entities pursuant to the Act, and all powers
possessed by each Member with respect to electric utility undertakings, which
powers are hereby delegated to UAMPS. The powers so conferred upon and
delegated to UAMPS shall include, without limitation, the power to
(a) own, purchase, lease, acquire by eminent domain or otherwise,
construct, operate, maintain and repair or cause to be constructed,
operated, maintained and repaired any Project or Projects;
(b) borrow money or incur indebtedness, issue revenue bonds or notes
for the purposes for which UAMPS or a Project was created; and
assign, pledge or otherwise convey as security for the payment of
any such indebtedness, the revenues and receipts derived from or
in connection with a Project or Projects, which assignment, pledge
or other conveyance may, if so determined by UAMPS, rank prior in
right to any other obligation except taxes, or payments in lieu of
taxes, if any, payable to the State of Utah or its political
subdivisions;
(c) contract for the purchase, lease or other acquisition of a supply of
electric power or energy, transmission or other services in
connection therewith;
(d) contract for the construction, operation, maintenance and repair of
a Project or Projects or any part thereof;
(e) exercise all powers conferred upon public power entities by the
Electric Power Facilities Act, Title 54, Chapter 9, Utah Code
Annotated 1953, as amended (or any similar or successor statute);
(f) enter into participation agreements and other contracts pursuant to
which a Project or the benefits of a Project are made available to
some or all of the Members and, if approved by the Board, to one
or more entities not Members, either by sale, lease or other. contract for the use of the Project or any portion thereof;
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(q) include in any contract provisions in contracts with third or outside
parties for the indemnification of the parties upon early termination
or default thereunder, for the rights and remedies of the parties to
the contract to be governed by the laws of another state and
consenting to the jurisdiction of the courts of the United States or
another state over any action brought in connection with such
contract;
(r) create or participate in the creation of one or more nonprofit
corporations and participate in creation or become a member of
interlocal or joint powers entities, whether such nonprofit
corporation or entity is organized under the laws of Utah or of
another state; and
(s) exercise such other powers delegated by the Members and take
such other actions, engage in such other transactions, enter into
such contracts and agreements and do all other things as may be
necessary, convenient, or appropriate to accomplish its purposes
or carry out any of its powers.
12.2 The powers of UAMPS shall be exercised by the Board and,
to the extent properly delegated either under this Joint Action Agreement or
pursuant to action of the Board, by the Project Management Committees, and by
the several Committees of the Board.
Section 13. Financing and Budqet.
13.1 A Project may be financed in whole or in part by the
issuance of bonds and notes of UAMPS payable from and/or secured by the
revenues and receipts derived from the ownership and operation of such Project
including, without limitation, revenues and receipts from:
(a) power sales contracts, transmission service contracts and any
other contracts as to any entitlement to generation, transformation,
transmission and related services, property and facilities provided
by such Project;
(b) the sale of energy, transmission, and other services;
(c) other benefits of such Project; and
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bond and note resolutions and indentures. Collectively, the budgets so adopted
by UAMPS shall account for all of the financial activities of UAMPS, except as
otherwise may be provided in the resolutions, contracts, agreements and other
documents related to such Projects.
Section 14. Relationship and Obligations.
14.1 This Joint Action Agreement shall not create any partnership
or joint venture among the Members and the Members shall not hereunder be
deemed as partners, joint venturers, or associated in any manner which
obligates them for the debts, defaults, or miscarriages of any other Member.
14.2 Except for obligations of individual Members arising under
contracts with UAMPS related to each Project, no Member shall be liable for any
bond, note, indebtedness or other obligation of UAMPS or any other Project; nor
shall any Member be liable for the indebtedness of any other Member or for any
indebtedness or other obligation of a Project in which it does not participate.
Section 15. Limitation on Liability of Directors.
15.1 A Director shall have no liability to any Member for any act
or omission in the performance of his duties as Director. The Members hereby
agree not to make any claim or file any cause of action arising from any act or
omission of Directors in the performance of their duties as Director.
Section 16. Disposition of Assets and Termination.
16.1 The resolutions, contracts, and agreements entered into by
UAMPS and its Members with respect to each Project shall contain such
provisions with respect to the termination of such Project as are necessary or
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Section 18. Effective Date and Approval by Members.
18.1 The Effective Date of this Joint Action Agreement and any
amendment shall be the date on which at least three-fourths of the Members
have approved, executed, and filed with the keepers of their records this Joint
Action Agreement or any amendment. The legislative body of each Member
shall approval this Joint Action Agreement and any amendment as required by
the Act or other applicable law.
18.2 This Joint Action Agreement additionally shall be
submitted to an attorney who is duly licensed and practicing within the jurisdiction
of the Member and is authorized to represent the Member approving this Joint
Action Agreement. That attorney shall determine whether this Joint Action
Agreement is in proper form and in compliance with the Act or other applicable
law and shall approve this Joint Action Agreement. If the Member's attorney
determines that this Joint Action Agreement or any amendment does not meet
the conditions set forth in the Act, the attorney shall detail in writing, addressed
to the Board, the specific points in which this Joint Action Agreement fails to
meet the requirements of law. Approval by said attorney shall be by execution of
the endorsement upon the counterpart signature page to this Joint Action
Agreement.
18.3 The legislative body of each Member shall adopt and file
with UAMPS a resolution agreeing to membership in UAMPS, approving the
terms and conditions of this Joint Action Agreement, and acknowledging
compliance with the approval requirements of the Act. In addition, the keeper of
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otherwise rendered unenforceable or ineffectual, the validity of the remaining
portions or provisions shall not be affected thereby.
IN WITNESS WHEREOF, the undersigned Member of UAMPS hereby
acknowledges the terms and provisions of this Joint Action Agreement and agrees that
it shall govern all matters, relationships, and transactions between and among the
Members and UAMPS.
TRUCKEE-DONNER PUD
By: Tim Taylor
Its: Board President
ATTEST:
By:
Its: Clerk of the Board
ATTORNEY ACKNOWLEDGEMENT:
Date
This Joint Action Agreement as acknowledged is hereby approved as being in proper
form and in compliance with applicable laws.
Truckee-Donner PUD Authorized Attorney
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APPENDIX B
EQUITY MEMBER PERCENTAGE
Beaver 1.2739%
Blanding 0.6809%
Bountiful 7.9778%
Enterprise 0.5869%
Ephraim 1.0126%
Fairview 0.3766%
Fillmore 1.8459%
Fredonia 0.0000%
Heber 3.4106%
Holden 0.2217%
Hurricane 2.1637%
Hyrum 2.6147%
Idaho Falls 0.8711%
Kanosh 0.1637%
-- Kaysville 4.5567%
Lehi 2.8029%
Logan 13.9564%
Meadow 0.1136%
Monroe 0.3924%
Morgan 0.7011%
Mt. Pleasant 0.3509%
Murray 16.4823%
Oak City 0.2296%
Paragonah 0.0963%
Parowan 0.5180%
Payson 2.1823%
Santa Clara 0.9782%
Spring City 0.1091%
Springville 5.3642%
St. George 24.3263%
South Utah Valley Electric Service District 1.0692%
Washington 2.4708%
Weber Basin 0.0996%
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Adopted
October 15, 2008
AMENDED AND RESTATED BYLAWS
OF
UTAH ASSOCIATED MUNICIPAL POWER SYSTEMS
ARTICLE I
DEFINITIONS
Capitalized terms used in these Bylaws shall have the meanings set forth in the
Utah Associated Municipal Power Systems Amended and Restated Agreement for Joint
and Cooperative Action as amended (the "Joint Action Agreement").
ARTICLE II
NAME AND LOCATION
The name of this organization is UTAH ASSOCIATED MUNICIPAL POWER
SYSTEMS, herein called "UAMPS", with the principal office for transaction of its business
located at 2825 East Cottonwood Parkway, Suite 200, Salt Lake City, Utah.
UAMPS may also maintain offices at such other places, both within and without the
State of Utah, as the Board may from time to time designate.
ARTICLE III
MEMBERSHIP
The membership of UAMPS consists from time to time of those entities who are
Members of UAMPS pursuant to the Joint Action Agreement.
ARTICLE IV
MEMBER REPRESENTATIVES
Section 1. Appointment of Member Representative. Each Member shall appoint a
Member Representative to act on its behalf in exercising the powers provided for in the
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(d) Notice of Meetings. The Secretary or his or her designee shall send notice by
the preferred means selected by each Member Representative of each annual or special
Meeting of the Members stating the time, place and, in the case of a special Meeting, the
purposes, generally stated, of such Meeting, addressed to each Member Representative
and to each other person who may be designated by the Member at least"I 0 but not more
than 45 days prior to the annual Meeting and at least 24 hours prior to any special Meeting
of the Members. Public notice of such Meeting shall also be given in accordance with
these Bylaws and Utah State law governing open and public meetings.
(e) Waiver of Notice. Before or at any Meeting of the Members, any Member
Representative may, in writing, waive notice of such Meeting and such waiver shall be
deemed equivalent to the giving of such notice. Attendance by a Member Representative
at any Meeting of the Members shall be a waiver of notice by him or her of such Meeting
except where such attendance shall be for the express purpose of objecting that any such
Meeting has been unlawfully convened.
(f) Quorum. The presence by a majority of the Member Representatives (or
their alternates) shall be requisite for, and shall constitute a quorum for, the transaction of
business at all Meetings of the Members. Meetings of the Members may be held in whole
or in part by means of telephonic or other form of telecommunications conference.
Member Representatives participating in a Meeting of the Members by means of telephonic
or telecommunication conference shall be deemed to be physically present for all purposes
of such Meeting, including the formation of a quorum and voting purposes. The Member
Representatives present at a duly organized Meeting of the Members may continue to
transact business until adjournment notwithstanding the withdrawal of sufficient Member
Representatives to leave less than a quorum present at such Meeting, except that no
business may be conducted if there are less than one-third of the Member Representatives
present.
(g) Closed Meetings. Meetings of the Members may be closed to the public in
accordance with these Bylaws and Utah State law governing open and public meetings.
Member Representatives and all other persons associated with or purportedly representing
a Member shall withdraw from Meetings of the Members that have been properly closed
when the purpose for the closed meetinginvolves strategy gy sessions to discuss pending or
reasonably imminent litigation in which the Member they represent is, or could be, an
adverse party.
(h) Adiourned Meetings. If any annual Meeting of the Members cannot be
organized because a quorum shall not be present, the Member Representatives who are
present may reschedule the Meeting of the Members to be held, upon not less than 72
hours' notice to all Member Representatives and such public notice as may be required by
these Bylaws and Utah State law governing open and public meetings.
(i) Organization. Each Meeting of the Members shall be presided over by the
Chair, or, in the Chair's absence, by the Vice-Chair, or, if neither of such officers is present
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Meeting of the Members and a successor may then be elected by the Members to fill the
vacancy thus created. Any Director whose removal has been proposed shall be given
reasonable notice and sufficient time to be heard by the Executive Committee of the Board.
After hearing the matter, the Executive Committee shall make a recommendation in writing
to the Member Representatives stating whether the Director should be or should not be
removed. Before any vote on the matter is taken by the Member Representatives, the
Director whose removal has been proposed shall be given written notice and sufficient time
to prepare for and be heard by the Member Representatives.
Section 6. Resignation of Directors. Any Director may resign at any time by giving
written notice to the Chair or, in the event of the absence or unavailability of the Chair, the
Vice Chair. Any such resignation shall take effect at the time specified in the notice, or if
the time be not specified, upon receipt thereof; and unless otherwise specified therein,
acceptance of such resignation shall not be necessary to make it effective.
Section 7. Compensation and Allowances. Each Director shall receive
compensation for authorized time spent in conducting the affairs of UAMPS,as established
from time to time by the Board. Each Director shall also be reimbursed for all travel and
lodging expenses necessarily incurred in the conduct of business for UAMPS as may be
allowed by the Board.
t .. Section 8. Errors and Omissions Insurance. The Board shall require that all officers
and employees of UAMPS handling or responsible for the funds of UAMPS furnish
adequate errors and omissions insurance coverage. The premiums for such insurance
shall be paid by UAMPS as an administrative and general cost.
Section 9. Meetings of the Board.
(a) Regular Meetings.
(i) Regular Meetings of the Board shall be held monthly or as otherwise
determined by the Directors but in no case less than four times yearly at such time
and place, either within or without the State of Utah, as shall be determined, from
time to time, by a majority of the Directors. Annual notice of the Meeting schedule
of the Board shall be given as and to the extent required by these Bylaws and Utah
State law governing open and public meetings. Notice of and the agenda for
regular Meetings of the Board shall be sent by the preferred means selected by
each Director or shall be communicated to each Director personally at least seven
days prior to the day named for such Meeting. Each notice and agenda shall state
the time and place of such Meeting and, in general terms, the purpose of such
Meeting.
(ii) Each Director shall have an affirmative obligation to notify UAMPS if such
Director has not received notice of any regular Meeting of the Board by the third day
preceding the scheduled date of such Meeting. Any Director who fails to so notify
UAMPS shall be deemed to have waived notice of such Meeting and to have
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litigation in which that Member is, or could be, an adverse party.
(9) Voting Procedures. The voting procedures applicable to any decision before
the Board shall be governed by the provisions of the Joint Action Agreement.
ARTICLE VI
COMMITTEES OF THE BOARD AND
PROJECT MANAGEMENT COMMITTEES
Section 1. Creation of Committees. The Board shall create Committees of the
Board and Project Management Committees in accordance with the terms of Section 9 of
the Joint Action Agreement.
Section 2. Compensation and Allowances. Each Member Representative shall
receive compensation for authorized time spent in Committees of the Board and Project
Management Committees, as established from time to time by the Board. Each Member
Representative shall also be reimbursed for all travel and lodging expenses necessarily
incurred in the conduct of business for Committees of the Board and Project Management
Committees as may be allowed by the Board.
Section 3. Meetings of the Committees of the Board and Project Management
Committees.
(a) Regular Meetings
(i) Regular Meetings of the Committees of the Board and the Project
Management Committees will be held on an as needed basis at such time and
place, either within or without the State of Utah, as shall be determined,from time to
time, by the respective Chair of such Committees. Notice of and the agenda for
Meetings of the Committees of the Board and the Project Management Committees
shall be sent by the preferred means selected by the Member Representatives
serving on such Committees at least seven days prior to the day named for such
Meeting. Each notice and agenda shall state the time and place of such Meeting
and, in general terms, the purpose of such Meeting.
(ii) In the event that UAMPS determines that it is necessary or desirable to
amend the agenda for any Meeting of the Committees of the Board and the Project
Management Committees, UAMPS shall amend the agenda, shall notify the Chair
or the General Manager of such amendment, and shall use its best efforts to notify
all Directors of such amendment.
m (iii) Public notice of such regular Meetings of the Committees of the Board
and the Project Management Committees shall be given as required by these
Bylaws and Utah State law governing open and public meetings.
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Meetings of the Committees of the Board and the Project Management Committees that
have been properly closed when the purpose for the closed meeting involves strategy
sessions to discuss pending or reasonably imminent litigation in which the Member they
represent is, or could be, an adverse party.
(9) Voting Procedures. The voting procedures applicable to any decision before
the any Committees of the Board and the Project Management Committee shall be
governed by the provisions of the Joint Action Agreement.
ARTICLE VII
OFFICERS
Section 1. Officers of UAMPS. The officers of UAMPS shall consist of a Chair, a
Vice-Chair, a Secretary, a Treasurer, and such assistant officers as the Board may by
resolution designate from time to time.
Section 2. Election of Officers. The officers of UAMPS shall be elected annually by
secret ballot of the Directors at a Meeting of the Board immediately following the annual
Meeting of the Members and for one-year terms. No officer shall serve more than three
_. consecutive terms in the same office. A vacancy in any office shall be filled by the Board
for the unexpired portion of the term of office of the person vacating such office.
Section 3. Removal of Officers. At any Meeting of the Board, upon an affirmative
vote of seventy-five percent(75%)of the Directors, any officer may be removed for cause,
and his or her successor elected.
Section 4. Resignation of Officers. Any officer may resign at any time by giving
written notice to the Board or to the Chair, the Vice-Chair or the Secretary. Any such
resignation shall take effect at the time specified therein or, if the time be not specified,
upon receipt thereof, and unless otherwise specified therein, no acceptance of such
resignation shall be necessary to make it effective.
Section 5. Chair. The Chair shall preside at all Meetings of the Members and of the
Board and shall also perform such other duties and possess such other powers as shall
from time to time be assigned to him or her by the Board.
Section 6. Vice-Chair. The Vice-Chair shall take the place of the Chair and perform
his or her duties whenever the Chair shall be absent or unable to act and when so acting
shall have all of the powers and be subject to all of the restrictions as are applicable to the
Chair. If neither the Chair nor the Vice-Chair is able to act, the Board shall appoint some
other officer to act on an interim basis. The Vice-Chair shall also perform such other duties
., and possess such other powers as shall from time to time be assigned to him or her by the
Board or the Chair.
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Section 3. Annual Budget. The Board shall annually adopt a budget for the ensuing
fiscal year in accordance with the requirements of Section 13.4 of the Joint Action
Agreement.
Section 4. Inspection of Records. Member Representatives and their designees
may inspect financial reports and records of UAMPS. Such inspections shall be limited to
financial reports and records of Projects in which Members participate; provided, however,
Members may receive written permission from a majority of a Project Management
Committee to inspect the financial reports and records of such Project. Such inspections
shall be limited to information directly related to Projects and shall not include inspection of
any information or data related to individual Members participating in Projects; provided,
however, a Member may grant permission in writing for inspection of its information or
data. For purposes of all inspections, "financial reports and records"shall mean only those
reports and records directly related to UAMPS' annual budgets, annual audits, income,
expenses, assets, and liabilities of Projects. Member Representatives and their designees
may obtain copies of financial reports and records. UAMPS may assess reasonable fees
to cover its actual costs, including, without limitation, reasonable attorney fees and costs
associated with any request(s)for inspection. Such fees shall be assessed to the Member
requesting inspection as a general and administrative cost. To the extent permitted by law
and applicable policies of the Board, UAMPS may classify certain public records as
"protected records" under Utah State law. Any Member Representative or designee
inspecting any such classified records shall not disclose the same to third parties except as
required by law.
Section 5. Execution of Documents. Except as otherwise determined bythe Board,
all notes, bonds, resolutions, contracts, agreements, and other documents shall be
executed on behalf of UAMPS by either the Chair or the Vice-Chair or their designee, and
all checks and drafts shall be executed by either the Chair or Vice-Chair or their designee,
and countersigned by either the Secretary or Treasurer or their designee.
ARTICLE X
LITIGATION
UAMPS shall not initiate or voluntarily participate in any litigation without the
approval of the Board.
ARTICLE XI
RULES OF ORDER
. . The rules contained in Roberts Rules of Order Revised, latest edition, shall
constitute guidelines for governing the Meetings of Member Representatives, the Board,
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