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Council Bylaws
as revised through October 15, 2003 | document 2003-19
(replaces 2002-2)
Chapters
CHAPTER 1 - AUTHORITY
The Pacific Northwest Electric Power and Conservation Planning Council,
also known as the Northwest Power and Conservation 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 and Conservation 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 assure the region of 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.
- 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 AND APPOINTMENT OF OFFICERS
- Elections: At the first meeting of each calendar year, the
members of the Council shall elect a Chair and Vice Chair. The
meeting shall not adjourn until the elections have been
completed.
- Committee chairs: The chairs of all Council committees are
appointed by the Chair of the Council. The Chair, at its sole
discretion, shall give high priority to balancing the leadership of
the Council among the four states, recognizing that the Chair and
Vice-Chair are elected by the full 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.
- Meeting: The Chair sets the date, time, place, and agenda of
all Council meetings, subject to the provisions of Chapter 12 of the
By-Laws.
- Authorized signatory: The Chair may execute all documents,
pleadings, or the like that must be executed in the name of the
Council.
- Emergencies: The Chair may take action on behalf of the
Council in emergencies that 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 that 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: If 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.
- 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
duties described in this paragraph.
CHAPTER 7 - CENSURE OF OFFICERS
A member may move that the Council consider censure of the Chair or
Vice-Chair or the Chair of any standing committee. Censure may
include a statement of no confidence. Once the motion is seconded,
the maker of the motion shall state the grounds for censure before Council
discussion. The motion must be voted on at the meeting at which it
is offered and requires a simply majority for adoption. A subsequent
motion to censure may be made at the Council?s next regularly scheduled
meeting and requires a majority of six members, including at least one
member from each state for adoption.
CHAPTER 8 - 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 Executive
Director.
CHAPTER 9 - 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, consistent with the
Council?s severance policies. No severance agreement shall
become effective, however, until approved by the Executive Committee
and two business days have elapsed after the full Council has been
given actual notice and no Council member has requested
reconsideration of the agreement.
- 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 annually 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 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 session.
CHAPTER 10 - 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.
CHAPTER 11 - 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, or the
potential for civil litigation associated with alternative courses
of Council action;
- trade secrets or other confidential commercial or financial
information;
- information the premature disclosure of which would be likely to
frustrate significantly implementation of a Council 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 the
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.
- 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. Notwithstanding the foregoing, a Council meeting does
not occur when the Governors ask the members to attend a meeting
called by the Governors to discuss policy issues pursuant to an agenda
established by the Governors. Nor does a Council meeting occur
even though a quorum of members participates in a meeting convened by
an entity other than the Council, provided: (1) the agenda is
set by the other entity, (2) any resultant action is not a Council
action, (3) no more than four Council members join with one another in
discussions of Council-related matters, (4) the meeting is open to the
public, and (5) the Council gives public notice of member attendance
at such meeting.
- Site visits by a quorum of Council members are not considered to be
meetings of the Council so long as no more than four Council members
join with one another in discussions of Council-related matters.
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 that 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 on the Council?s
website, 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 after notifying the Chair, provided that all
members so participating, and members of the public in attendance, can
hear each other. A public meeting space shall be provided so the
public may participate by speaker-phone or similar equipment.
CHAPTER 12 - 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 proposal related to 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.
- A motion to suspend the By-Laws requires a three-fourths majority,
including at least one member from each state.
- 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 13 - AGENDAS
- Council meeting agendas: The agenda for each Council meeting
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 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 that 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.
- 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, 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
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. 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 14 - 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 that were
produced during the term of their service on the Council.
- Public right of inspection: Any Council document that 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 15 - 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.
The 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 16 - 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, the Freedom of Information
Act (FOIA), and petitions for rulemaking.
Consistent with other provisions of the 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 17 - 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 18 - ADVISORY COMMITTEES
The Council may establish such advisory committees as a majority of its
members deem appropriate to assist it in carrying out its functional and
responsibilities. The Chair may appoint such committees of Council
members, as he deems necessary.
CHAPTER 19 - 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 20 - 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, 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 other, 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 the 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 of 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 the 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.
Judi Danielson, Chair
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