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Council Bylaws
January 16, 2002 | document 2002-2
This document has been replaced by 2003-19
Chapters
Chapter 1. Authority
The Pacific Northwest Electric Power and Conservation Planning Council,
also known as the Northwest Power Planning Council, was authorized on
December 5, 1980 by Congress in the Pacific
Northwest Electric Power Planning and Conservation Act, Public Law
96-501. The Council was established as an interstate agency on April 28,
1981, by agreement among the states of Idaho, Montana, Oregon, and
Washington.
Chapter 2. Purpose
The Northwest Power Planning Council was created by Congress and the
states of Idaho, Montana, Oregon, and Washington to provide planning and
policy leadership on regional electric power and fish and wildlife issues.
The Council develops a plan, which, if implemented, will ensure the region
a safe, reliable, and economical power system with due regard for the
environment. The Council also prepares a program to protect, enhance, and
mitigate fish and wildlife affected by the Columbia River hydroelectric
system.
In the development of its plan and program, the Council provides a
forum for public involvement, makes certain the public interest is
represented, and balances competing interests.
The Council monitors and promotes the implementation of the plan and
program.
Chapter 3. Council Membership
- Membership: The Council consists of eight members, two each from the
states of Idaho, Montana, Oregon, and Washington, who have been
certified as members by the Governors of their respective states.
- Compensation: The salaries of the Council members are determined by
their respective states, provided that the maximum salary for a
Council member may not exceed the rate prescribed for Federal officers
at step 1 of level 18 of the General Schedule.
- State officers: The Council members are officers employed by their
respective states and are not officers or employees of the United
States.
Chapter 4. Election of Officers
- Elections: At the first meeting of each calendar year, the members
of the Council shall elect a Chair and Vice Chair. If there is no
majority for any candidate for Chair, the Vice Chair in office just
before the election shall become Chair.
- Committee chairs: The chairs of Council member committees, including
the Power Planning Committee, the Fish and Wildlife Committee, and the
Executive Committee, are appointed by the Chair of the Council.
- Service until successors chosen: So long as they remain members of
the Council, all officers of the Council shall serve until their
successors are elected or appointed.
Chapter 5. Chair
- Presiding officer: The Chair presides over all meetings of the
Council, unless the Chair designates another member to preside.
- Meetings: The Chair sets the date, time, place, and agenda of all
Council meetings, subject to the provisions of Chapter 12 of these
By-Laws.
- Authorized signatory: The Chair may execute all documents,
pleadings, or the like which must be executed in the name of the
Council.
- Emergencies: The Chair may take action on behalf of the Council in
emergencies which arise between meetings of the Council, provided
that, where practicable, the Chair shall advise all members by
telephone of the action proposed to be taken.
- Central staff: The Chair and the Executive Committee represent the
Council in providing oversight and overall direction of the central
staff.
- Delegation of duties: The Chair may delegate to other Council
members duties and responsibilities which are assigned to the Chair.
Chapter 6. Vice Chair
- Acting Chair: The Vice Chair acts as Chair whenever the Chair is
absent or unavailable.
- Completion of unexpired term: In the event that a vacancy occurs in
the office of Chair, the Vice Chair succeeds to the office of Chair,
and serves as Chair for the remainder of the term. By majority vote,
the Council may extend the term to include the remainder of the
unexpired term plus a full year's term.
- Filling vacancies: If a vacancy occurs in the Vice Chair before the
completion of a full term, the office may be filled by special
election at a regular Council meeting. The Council may fill such
vacancy for the remainder of the unexpired term plus a full year's
term.
- Maintenance of records: The Vice Chair is responsible for recording
all votes of the Council, preparing and certifying minutes of all
Council meetings, and for maintaining the records of the Council. The
Vice Chair may certify any official Council document. The Vice Chair
may designate one member of the staff as Secretary of the Council and
may delegate to that Secretary any of the duties described in this
paragraph.
Chapter 7. Offices
and staff
- Central office: The Council's central office is located in
Portland, Oregon.
- State offices: Council members may establish offices in their
respective states for the conduct of Council business within their
states.
- State staff: Subject to the funding established for such purposes in
the Council's annual budget, Council members may appoint staff in
their state offices, fix compensation for them, and assign and
delegate duties to them. State staff will be considered employees of
their respective state offices and are subject to the supervision and
direction of the appointing Council member or members.
- Central staff: The staff located in the Council's central office
are employees of the Council as a whole and are subject to the
guidance and direction of the Council through the Chair and the
Executive Director.
Chapter 8. Executive Director
- Chief executive officer: The Executive Director is the chief
executive officer for the Council and conducts the day-to-day business
of the Council under the direction of and in consultation with the
Chair.
- Responsibility for central staff: Subject to oversight by the
Executive Committee and the Chair, the Executive Director directs the
Council's central staff. The Executive Director approves personnel
actions, including reassignments, promotions, transfers and
suspensions. Subject to approval by the Executive Committee, the
Executive Director may adopt rules and procedures governing the
central staff. Before any major personnel action becomes effective,
the Executive Director shall confer with the Chair and receive
approval from the Chair and the Executive Committee. Major personnel
actions include appointments, dismissals, creation or deletion of
staff positions and the like. The Chair shall report all such major
personnel actions to the Council.
- Staff performance reviews: The Executive Director shall conduct
annual performance evaluations of the central staff and recommend
salary adjustments and bonuses consistent with Council policy.
However, before such evaluations and recommendations become effective,
the Executive Director shall confer with the Chair and receive
approval from the Chair or the Council of the evaluations and
recommendations. It is intended that evaluations and recommendations
relating to Division Directors be reviewed in some detail and approved
by the Chair in consultation with the Executive Committee. The
Executive Director shall provide the Chair with a more general
overview of the evaluations and recommendations relating to other
staff members.
- Severance agreements: The Executive Director or his designee shall
negotiate all employee severance agreements for employees who are
involuntarily separated, consistent with the Council's severance
policy. No severance agreement shall become effective, however, until
approved by the Council.
- Contracts: The Executive Director is the contracting officer for the
Council. He may approve and enter into contracts on behalf of the
Council, or take similar action committing the Council to the
expenditure of funds, for the acquisition of any property or service
having a value that does not exceed $25,000 individually.
- Financial authority: On behalf of the Council, the Executive
Director may sign or endorse all checks, drafts and other orders for
payment or collection of money, notes or other evidences of
indebtedness, with the countersignature of a division director or
other staff member designated by the Council.
- Service of process: The Executive Director may accept service of
process on behalf of the Council.
- Signatory: At the direction of the Chair, the Executive Director may
execute documents, pleadings, or the like in the name of the Council.
- Other responsibilities and actions: The Executive Director shall
undertake such other responsibilities as may from time to time be
delegated to him by the Council and may take such other actions as are
necessary or appropriate to ensure the efficient and effective
operation of the Council staff.
- Delegation of duties: The Executive Director may delegate any of the
authorities or responsibilities assigned to him.
- Executive Director performance reviews: Consistent with the Council
Compensation Plan (IV-6, adopted October 15, 1987, as amended) the
Council Chair shall, on or about August 1 of each year, conduct a
performance achievement evaluation of the Executive Director. The
Chair will, in writing, prepare and submit to the Council a
preliminary performance achievement evaluation. The Council will then
proceed to adopt or amend, by majority vote, the preliminary
evaluation. The final evaluation shall be adopted by majority vote of
the members present and voting. The majority evaluation shall be
distributed and recorded as provided in the Compensation Plan, Council
By-Laws, or common Council practice. Minority evaluations may be
submitted by Council members, but without the usual publication,
distribution, or recording. Minority evaluations may be given to the
Executive Director and Council members only. Executive Director merit
awards shall follow the above procedure and Compensation Plan
guidelines and shall be determined separately from performance
achievement evaluations. Executive Director evaluations and merit
awards shall be conducted in executive sessions.
Chapter 9. Executive Committee
- Membership: The Executive Committee shall have one member from each
of the states. The Chair of the Council shall serve as Chair of the
Executive Committee.
- Authority: The Executive Committee, in consultation with the
Executive Director, shall develop and provide oversight over the
implementation of all administrative, operational and personnel
policies. Such policies may include, but are not limited to: major
personnel actions; budget development; annual audit recommendations;
financial oversight; contract matters; facilities, such as office
space and major equipment leases and purchases; and travel. Major
personnel actions include appointments, dismissals, creation or
deletion of staff positions and the like.
Chapter 10. Meetings
- Council meetings: All meetings of the Council are open to the public
and all persons are permitted to attend except when the Council meets
in executive session.
- Executive sessions: Executive sessions of the Council may be held
only for the consideration of the following matters:
- internal personnel matters;
- real estate leases and acquisitions;
- Council participation in civil litigation, or in mediation or
negotiation undertaken in lieu of likely civil litigation;
- trade secrets or other confidential commercial or financial
information;
- information the premature disclosure of which would be likely to
significantly frustrate implementation of an agency action; or
- Council retreats to discuss Council organization, structure,
procedure, or personnel issues.
- Movement of executive session matters to open meeting: During the
course of an executive session, any member may request that the matter
under discussion be moved into an open meeting. Upon receiving such
request, the Chair will poll the members present in the executive
session. If a majority agree to move the matter into an open meeting,
the Chair will conclude the discussion and schedule the matter for
consideration at the next open meeting of the Council.
- Executive session under premature disclosure exception:
Notwithstanding the above, a unanimous vote of the members present is
required to approve holding an executive session under the premature
disclosure exception. During an executive session under this
exception, upon the request of any member to move the discussion into
an open meeting, the Chair will conclude the discussion and schedule
the matter for consideration at the next open meeting of the Council.
- Definition of Council meeting: A meeting of Council members occurs
whenever five or more Council members are present and the members are
deliberating together on matters within the authority of the Council
or receiving information upon which such deliberations may be based.
Site visits by a quorum of Council members are not considered to be
meetings of the Council; however, whenever feasible, interested
members of the press will be invited to accompany the Council on site
visits.
Attendance of five or more Council
members at a conference or convention which is open to the press or
the public is not considered to be a meeting of the Council, so long
as no more than four Council members join with one another in
discussions of Council-related matters. Similarly, the presence of
five or more Council members at a social occasion does not make the
social occasion into a meeting of the Council so long as there are no
discussions of Council-related matters in groups where more than four
Council members are present.
- Committee meetings: It is the intention of the Council that
committee meetings should generally be open, and that such meetings
should be closed only when, in the judgment of the committee members,
the reasons for closing the committee meeting clearly exceed the
merits of public disclosure. Unanimous consent of the members is
required to close a committee meeting.
Council committees are primarily for the
purpose of giving guidance to staff, for staff briefings, for
identifying ideas for issue papers, and for other preliminary
discussions. Except as provided in these By-Laws in the case of the
Executive Committee, Council committees are not authorized to make
decisions on behalf of the Council.
- Movement of matters from closed committee meetings to open meeting:
During the course of a closed committee meeting, any member may
request that the matter under discussion be moved into an open
meeting. Upon receiving such request, the committee Chair will
conclude the discussion, and either move the matter into the next open
meeting of the committee or request the Council Chair to schedule the
matter for consideration at the next open meeting of the Council.
- Definition of committee: A committee is a regularly organized group
of four or fewer Council members. Council committees include the Power
Planning Committee, the Fish and Wildlife Committee the Public Affairs
Committee and the Executive Committee. Council committees also include
any other committee or subcommittee that conducts hearings, takes
public testimony, or otherwise acts to implement the plan, program or
other Council decisions. An "ad hoc" working group is not a
committee, and two Council members from one state are not, by
themselves, a committee.
- Notification by Chair: Whenever a matter is proposed for
consideration in an executive session of the Council, the Chair shall
notify each Council member in advance of the matter proposed for
consideration and of the ground or grounds for closing the meeting.
- Application of federal open meetings law: The Council finds that
sections 1-9 above represent an appropriate adaptation of the federal
open meetings law, as permitted under Section 4(a)(4) of the Northwest
Power Act. For matters not specifically described in sections 1-9, the
intent of the Council is that the provisions of the federal open
meetings law, 5 U.S.C. ?552b, shall generally govern the conduct of
the Council's meetings. However, when notice is required, notice of
meetings shall be given in the Council newsletter, Update, or by such
other means as are reasonable in the circumstances.
- Call of Council meetings: The Council meets at the call of the Chair
or upon the request of any three members.
- Location of meetings: The regular meetings of the Council will be
rotated among the states of Idaho, Montana, Oregon, and Washington
unless special circumstances dictate to the contrary. The Council may
hold other meetings at any appropriate location, inside or outside of
the Northwest.
- Conference calls: Council members may participate in a Council
meeting through the use of conference telephone or similar
communications equipment with the consent of the Chair, provided that
all members so participating, members at the meeting, and attending
members of the public, can hear each other.
- Work sessions: The Chair may designate all or a portion of a Council
meeting as a work session. Such sessions are informal meetings,
typically for such purposes as initial presentation of issue papers,
consultation with interest groups, presentation of progress reports,
and preliminary discussion of issues by the Council. Such matters as
final decisions, formal deliberations, rulemaking procedures, and
approval of minutes will not ordinarily be taken up in work sessions
but will be reserved for formal Council meetings.
Chapter 11. Voting and Procedure
- Quorum: Five members of the Council constitute a quorum.
- Majority vote: Unless otherwise specified in these By-Laws, all
actions and decisions of the Council shall be by majority vote of the
members present and voting.
- Super-majority vote: Adoption or amendment of the Power Plan, the
Fish and Wildlife Program, and these By-Laws shall be by
rollcall vote and requires a majority of the members, including at
least one member from each state or the affirmative vote of at least
six members.
- Special majority for 6(c): A Council determination of the
consistency or inconsistency of a major resource with the Power Plan
under Section 6(c) of the Act shall be by majority vote of all members
of the Council.
- Proxy: Voting by proxy is not permitted.
- Statements: Any member of the Council may submit a statement for the
Council record or to accompany any matter transmitted by the Council
setting forth such member's disagreement with the Council decision
or additional views and the reasons for such disagreement or views.
- Procedure: Any proposed Council action must be moved by a Council
member and seconded by another Council member before a vote may be
taken by the Council. Other questions of procedure will be decided by
reference to generally accepted principles of parliamentary procedure,
as determined by the Chair or his designee.
- Record of voting: All votes and major actions of the Council shall
be set out in the minutes of the meeting.
Chapter 12. Agendas
- Council meeting and Council work session agendas: The agenda for
each Council meeting and Council work session will be prepared by the
Chair, and shall set out all matters expected to come before the
Council at the meeting.
- Public comment: Each Council meeting agenda shall include an
opportunity for public comment by interested parties who wish to
address the Council. The Chair may limit the time members of the
public may address the Council in order to accommodate as many who
wish to address the Council as is feasible.
- Agenda items from committee meeting: If the Chair of a committee of
Council members requests the opportunity for discussion by the Council
of an item which was discussed within the past 30 days during a
committee meeting, the Chair shall place the item on the agenda of the
next Council meeting or work session.
- Council member request: If any two Council members request that an
item (other than an item described above in paragraph 3) be placed on
the agenda of a Council meeting or Council work session, the Chair
shall place it on the agenda.
- Public request: If any person other than a Council member wishes to
have an item placed on the agenda of a Council meeting or Council work
session or wishes the Council to take action on a particular matter,
the person must submit the request in writing to the Executive
Director at least 20 days prior to the meeting or Council work
session. The Chair may place the item on the agenda in his discretion.
Any item placed on the agenda upon such request shall be identified on
the agenda and shall state the name of the person making the request.
Chapter 13. Books and Records
- Audit: The Council shall keep correct and complete books and records
of account and shall establish an adequate accounting system so that
its finances can be audited. The Council shall provide annually for an
independent audit of its finances by a certified public accountant.
- Minutes: The Council shall keep minutes of its proceedings at its
principal office and shall provide those minutes to each Council
member.
- Council member right of inspection: All documents and physical
properties of the Council may be inspected by any Council member or
his agent at any reasonable time. The right of inspection includes the
right to copy and make extracts. Former Council members may inspect
all books, records, and documents which were produced during the term
of their service on the Council.
- Public right of inspection: Any Council document which would be
available to the public under the federal Freedom of Information Act
if held by a federal agency is available for public inspection upon
request.
- Fiscal year: The fiscal year of the Council commences on the first
day of October of each calendar year, and closes on the 30th day of
September of the following calendar year.
Chapter 14. By-laws
The Council shall adopt By-laws that set forth the Council's
organization, practices and procedures for carrying out its functions and
responsibilities under the Northwest Power Act.
Council shall adopt and amend its By-laws, after opportunity for public
comment, as part of Council business during any regularly scheduled and
noticed Council meeting.
Council By-laws shall be published as an Appendix to the Council's
Annual Report and made available to any person, upon request.
Chapter 15. Business Practices and Procedures
The Council shall develop business practices and procedures necessary
for conducting its administrative and financial operations. These
practices and procedures shall include, but not be limited to the
following:
- financial management, such as budget and audit;
- accounting systems, such as travel reimbursement and expenses;
- procurement, such as contracting, purchasing, or leasing;
- personnel management, such as separation and severance; and
- administration, such as the Privacy Act, FOIA, and petitions for
rulemaking.
Consistent with other provisions of these By-laws, revisions to such
business practices and procedures shall be developed by the Executive
Director, subject to approval of the Executive Committee after opportunity
for public comment. The Executive Committee may, at its discretion,
require these policies to be reviewed and adopted by the full Council
during regularly scheduled Council meetings. Consistent with FOIA and
Privacy Act guidelines, the Council shall make available, upon request,
its business practices and procedures.
Chapter 16. Council Communications
- Chair and Executive Director: The Chair, or the Executive Director
at the request of the Chair, may write letters or make other
communications in the name of the Council without prior authorization
from the Council, provided such letters do not materially affect the
policies and procedures of the Council. The Council shall approve in
advance any letters or other communications that materially affect the
Council's policies and procedures. However, when a delay in sending
a letter or other communication would render it ineffective, the Chair
may take immediate action, which shall be reviewed at the next meeting
of the Council.
- Council members: Council members, other than the Chair, may send
letters or other communications in the name of the Council provided
that they receive prior review by all Council members and approval by
a majority of Council members.
Chapter 17. Advisory Committees
The Council may establish such advisory committees as a majority of its
members deem appropriate to assist it in carrying out its functions and
responsibilities. The Chair may appoint such committees of Council members
as he deems necessary.
Chapter 18. Bonding
All members and employees of the Council handling the funds of the
Council shall be bonded at Council expense in an amount designated by the
Council.
Chapter 19. Indemnification
To the extent permitted by law and as described herein, the Council
agrees to indemnify its members and employees, whether presently or
formerly occupying such positions, and their personal representatives,
heirs, and devisees, against judgments, fines, forfeitures, settlements
and litigation expenses and attorney fees actually and reasonably incurred
or required in defense of any action, suit, or proceeding in which the
member or employee is made a party by reason of his or her having been or
being such a member or employee, including, without limitation, any action
by or in the right of the Council for any breach of duty relating to
assets. Such indemnity shall not extend to liability resulting from
intentional wrongdoing, actions taken in bad faith, actions taken with
willful and wanton disregard for the rights of others, or conduct outside
the scope of employment.
The Council reserves the right to seek indemnity from any present or
former member or employee in the amount of any judgment, plus litigation
expenses and attorney fees, when such judgment, expenses, and fees are
incurred by the Council as a result of intentional wrongdoing, actions
taken in bad faith or with willful and wanton disregard of the rights of
others, or conduct outside the scope of employment.
The Council reserves the right to defend and control all litigation in
which it is a party, and nothing in this Chapter shall require the Council
to waive such right or to provide separate and independent counsel to any
present or former member or employee.
As a condition to indemnification by the Council, a present or former
member or employee shall cooperate fully with the Council in defense of
the action and shall, if requested by the Council, make demand for and
resort to any available indemnity or defense rights made available or
provided by the law of any state.
The obligation to indemnify created by this article shall be solely the
obligation of the Council and shall not be an obligation or liability of
Council members personally. Nothing contained in this article shall
detract in anyway whatsoever from the obligations of the several states to
indemnify their officers and employees except in cases of conflict of
interest between the Council as a body and the individual defendant.
Frank L. Cassidy Jr., Chair
January 16, 2002
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