EXHIBIT 1

 

 

 

Board of Water and Light

of the City of Lansing, Michigan

RULES OF ADMINISTRATIVE  PROCEDURE
AS AMENDED 3/28/0611/19/02

 

I.          MEETINGS

            1.1       Regular Meetings

1.1.1    The Board of Water and Light (BWL) Commissioners shall hold regular bi-monthly meetings on the fourth Tuesday of the month in the Board Room, 1232 Haco Drive or at such other place, as the Board shall determine, unless a regular meeting is rescheduled as provided herein.

1.1.2    A schedule of dates, places and times for each regular bi-monthly  meeting to be held in the calendar year shall be adopted by the Board during November of each year.

            1.2       Special Meetings

1.2.1    Special meetings of the Board may be called by the General Manager or Corporate Secretary on the request of the Chair of the Board or on the request of any two members.

1.2.2    Board membersMembers of the Board shall have at least 18 hours written notice of a special meeting designating the time and purpose of such meeting.  The notice shall be delivered personally to each member of the Board or left at his or her usual place of residence or business by the Corporate Secretary or someone designated by the Corporate  Secretary.

            1.3       Rescheduled Meetings

1.3.1        The Chair may reschedule any regular or special meeting.

1.3.2        Notice of any rescheduled meeting shall be given as required pursuant to Section 1.2.2, and Section 2.2.

            1.4       Conflicting Times

All regular Board meetings shall be scheduled to avoid conflicting with regular meetings of the Lansing City Council.

1.5    Committee of the Whole Meetings

1.5.1    The Board may convene as a Committee of the Whole upon call by the Vice Chair or any two Board members.members of the Board.

1.5.2    Notice shall be provided in accordance with the provisions for special meetings.

1.5.3    The Committee of the Whole shall report its recommendations, if any, for consideration by the Board at a regular or special meeting.

1.6       Closed Meetings

Meetings that are closed to the public may be closed to the public only for those purposes permitted under the Michigan Open Meetings Act, as amended.

II.         NOTICE OF MEETINGS

2.1       Publication of Dates

A notice listing the dates of the regular meetings shall be published  annually in a newspaper of general circulation in Ingham County at least three days prior to the time of the regularly scheduled meeting in January.  At the regularly scheduled meetings in November each year, the Board shall name the newspaper in which the notice shall be published.

2.2       Posting Notice

Notice of all meetings of the Board shall be posted in accordance with state law.

2.3       Designated Person

The Corporate Secretary shall be responsible for posting notices.

III.       QUORUM FOR A REGULAR OR SPECIAL MEETING

3.1       Number Required

The presence of five members of the Board, in person or by telephonic attendance, shall be a quorum for the transaction of business at all regular and Special Meetings; provided a majority of the attending Board members members of the Board are present at the location designated in the public notice.

3.2       Lack of Quorum

In the absence of a quorum, those present may adjourn any meeting or hearing to a later date or hold the meeting for the purpose of considering such matters as are on the agenda.  No action taken in the absence of a quorum shall be valid or effective unless and until ratified and confirmed at a subsequent regular or special meeting at which a quorum is present and at which five affirmative votes are given for ratification.

IV.       OFFICIAL ACTION AT REGULAR OR SPECIAL MEETINGS

4.1       The concurring vote of five (5) members shall be necessary for official action and such vote may only take place at regular or special meetings of the Board on the following items:

4.1.1    Adopting the annual fiscal year budget and any amendments thereto.

4.1.2    Adopting rates for furnishing electric, water, and steam service.

4.1.3    Appointment or removal of the Director, Internal Auditor, and Secretary.

4.1.4    Purchase and sale of real property.

4.1.5    Sale or exchange of facilities as set forth in 5-207 of Lansing's City Charter.

4.1.6    Providing compensation, benefits, conditions of employment, and retirement plans.

4.2  4.2 Except as may be required by law or by section 10.310.1.4, all other matters considered by the Board shall require the affirmative vote of a simple majority of members present at a regular or special meeting.

4.3  The Board speaks through resolutions. A member of the Board shall may only speak on the Board’s behalf in accordance with its resolutions. See 18.2.3.

 

V.        VOTING

5.1       Roll Call Vote

            A roll call vote shall be required for holding a closed meeting as specified byunder the Open Meetings Act or upon request of any Board member., for holding a closed meeting, or as determined by the Chair of the Board.

5.2       Unanimous Consent

            If there is no objection to the proposed action, the action may be taken by unanimous consent, except actions required by roll call vote pursuant to these rules, the Charter of the City of Lansing, or the law of the State of Michigan.

VI.       ANNUAL ORGANIZATION

The Board shall organize at its first regular meeting following July 1st or as soon thereafter as is reasonably convenient, by selecting one of its members as Chair and, one of its members as Vice Chair and one of its members as Chair Pro Tem, each of whom shall serve until the first regular meeting in the following July or a successor has been selected.

VII.      DUTIES OF OFFICERS

7.1       Chair

            The Chair shall preside at all regular or special meetings of the Board, see that all orders and regulations are executed and complied with, see that all legal contracts with the BWL for or in the name of the City are performed, and shall perform such other duties as may be from time to time lawfully required of the Chair.  The Chair shall also be an ex officio member of all committees of the Board, unless the Chair is an official member of a Committee. If the Chair is an official member of a Committee, she or hethey shall possess all voting privileges.  It shall not be necessary for the Chair to relinquish the chair for the purpose of participating in debate or for the making of routine motions and resolutions.

7.2       Vice Chair

            In the absence of the Chair, the Vice Chair shall perform all the duties and have all the powers of the Chair. The Vice Chair shall also preside over meetings of the Committee of the Whole.

7.3              Past Chair

The Past Chair shall assume the duties of the Chair when neither the Chair nor the Vice Chair is present.

7.3       Chair Pro Tem

            The Chair Pro Tem shall perform all the duties and have all the powers of the Chair in the absence of the Chair and Vice Chair; the Chair Pro Tem shall also preside over meetings of the Committee of the Whole.

VIII.     CHARTER POSITIONS

8.1       Director, Secretary and Internal Auditor

            The Board shall, at its first regular meeting following July 1st of each year, or as soon as practicable thereafter, or as soon thereafter as may be, appoint a Director, an Internal Auditor and a Secretary.  The Director shall also be known as the General Manager, and shall be the highest executive officer of the Board of Water and Light.  The Secretary shall also be known as the Corporate Secretary.  The Internal Auditor shall also be known as the Director of Internal Audits.  These positions shall be contract positions, shall report directly to the Board of Commissioners, and shall serve at the pleasure of the Board of Commissioners.   who shall also be known as the General Manager.  The Director shall be the executive officer of the Board of Water and Light and be directly responsible to the Board.  The Director shall serve for the fiscal year or until a successor is appointed, whichever last occurs.

 

 

8.2       Secretary

            The Board shall at its first regular meeting following July 1st of each year, or as soon thereafter as may be, appoint a Secretary who shall also be known as the Corporate Secretary.  The Secretary shall be responsible to the Board and shall serve for the fiscal year or until a successor is appointed, whichever last occurs.

8.3       Internal Auditor

            The Board shall at its first regular meeting following July 1st of each year, or as soon thereafter as may be, appoint an Internal Auditor who shall also be known as the Director of Metrics and Audits.  The Internal Auditor shall report directly to the Board and shall serve for the fiscal year or until a successor is appointed, whichever last occurs.

8.2       Unless otherwise determined by the Board of Commissioners, contract rReviews for of the Charter Position employeescontracts shall commence no later than sixty (60) days prior to the end of the fiscal year and be completed no later than the start of the next fiscal year.

 

IX.       STANDING COMMITTEES

9.1       Committees

9.1.1    In order to carry out its policymaking obligations, the Board of Water and Light Commissioners shall meet as often as needed, as one or more standing committees, in the Board Room, 1232 Haco Drive or at such other place, as the Board shall determine.  Notice of these meetings shall be provided in accordance with the Lansing City Charter and state law.

            9.2       Committees and Duties

9.2.1        9.2.1    The following standing committees shall be appointed by the Chair:

 

            Finance

            Nominating

            Human Resources

            Executive

9.2.2    The Finance Committee shall have oversight responsibility for financial performance measures and audits, capital expenditures and returns, bond indebtedness and credit rating, annual O&M budget, and rate review, and the investment policies of the retirement plans.

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9.2.3    The Nominating Committee shall at its first regular meeting following July 1st of each year, nominate a slate of officers at its annual organizational meeting and shall endeavor to rotate officers of the Board annually.  The Nominating Committee may suggest candidates to serve on the Board.  The Board shall review suggestions made by the Nominating Committee and may make recommendations to the Mayor.

9.2.4    The Human Resources Committee shall have oversight responsibility for non-bargaining salary adjustments, employee survey results, labor relations, performance appraisal review for Board-appointed positions, Board staff appointments, salary, wages, and employee benefits. , and the investment policies of the retirement plans.

 

9.2.5    The Executive Committee shall possess the authority of the Board to direct the management of the affairs and business of the BWL.  During the intervals between the Board of Commissioners' meetings, The Executive Committee shall assist in the development of the BWL’s position on major issues and submit and recommend this position to the Board for consideration and action.  The Executive Committee shall consider all matters not specifically assigned to other standing committees.  The Executive Committee shall consider and act upon such other activities as directed or referred to it by the Board or as otherwise specified in these Rules.

9.3       Appointment of Standing Committees

            The Chair shall appoint the standing committees and such other special committees as the Board may from time to time establish.  The first member named on each committee shall be the Chair of the committee.

            All committees, except the Executive Committee, shall have four (4) regular members and two (2) alternates who shall serve in the absence of regular member(s).  The Executive Committee shall consist of the Chair, Vice Chair and most immediate Past Chair and one (1) Commissioner elected by the Board, whose term shall be concurrent with the terms of the Officers. If no Past Chair is present on the Board, the Board shall elect a second Executive Committee member.The Executive Committee shall consist of the Board Chair, Vice Chair, and Chair Pro Tem and one (1) Commissioner, elected by the Board, whose term shall be concurrent with the terms of the Officers.

            The Nominating Committee shall not consist of any members who intend to run for an officer position.

9.4       Sub-Committees Authorized

            The standing Executive Committee shall establish such sub-committees as deemed necessary.

9.5       Quorum for Committee Meetings

            A quorum for a standing committee shall be twothree.

9.6       Committee Meetings

meetings of standing committees may be called by the General Manager or Corporate Secretary on the request of the Chair of the boardBoard, Chair of a committee or any two committee members.

9.7       Committee Reports

Each standing committee shall report its recommendation, if any, for consideration by the Board at a regular or special meeting.

Upon adoption of a motion to accept (or approve) a committee report, the recommendation of the committee becomes the action of the Board; provided, however, if any resolutions are necessary to carry out the report, they shall be enacted separately pursuant to section 17.5.18.5.

9.8       Committee Resolutions

            Committee reports recommending action by the Board shall have incorporated in the report the necessary resolutions or motions to accomplish the action.

9.9       Discharge of Consideration

            A committee shall be discharged of any matter referred to it by an affirmative vote of two-thirds of the Board. members.

X.        AGENDA FOR REGULAR MEETINGS

10.1     Order of Business

10.1.1              The order of business at any regular meeting of the Board shall be as follows:

1.         Roll Call

2.         Approval of Minutes

3.         Public Comments on agenda items shall be limited to three (3) minutes unless waived at the discretion of the Chair

4.         Communications

5.         Committee Reports

6.         Manager's Recommendations

7.         Unfinished Business</