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.

.

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

8.         New Business

9.         Resolutions

10.       Manager's Remarks

11.       Remarks by members of the Board. Board Members

12.       Motion of Excused Absence

13.       Public Comments on BWL-related matters shall be limited to three (3) minutes unless waived at the discretion of the Chair

14.       Adjournment

10.1.2                In the absence of any objection, the presiding officer
            shall have the discretion to vary the order of
            business.

            10.1.3              Preparation of Agenda

                        The agenda shall be prepared by the General Manager and be available for distribution three days preceding a regular or special meeting.

10.1.4              Additions to Agenda

                        In the absence of any objection, the General Manager or any member may add an item to the agenda at a meeting.  In the event of objection, an affirmative vote of the majority of the Board shall be required to add an item to the agenda.

10.1.5              Public Comments

                        Immediately following Approval of Minutes, the Chair will announce that members of the public are invited to address the Board regarding any item on the agenda. or any other subject now, or immediately prior to adjournment.  Anyone wishing to comment on any matter not on the agenda may do so immediately prior to adjournment.  The Chair may exercise its discretion in prescribing how members of the public will seek recognition, or imposing reasonable time limits for comments under the circumstances, or in limiting remarks to the subject matter under discussion.

10.1.6              Reports and Recommendations of Director and General Manager

                        The Director and General Manager shall advise the Board by mail of Reports and Recommendations to be considered at each regular meeting.

XI.       AGENDA FOR COMMITTEE MEETINGS

            11.1     Order of Business

11.1.1              The order of business at any committee
            meeting of the Board shall be as follows:

1.                  Roll Call

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

3.                  Approval of minutes

                                                4.         Agenda Topics

                                                5.         Other

                                                6.         Adjourn

11.1.2              A concurring vote of a majority of
            committee members present shall be
            necessary to move a recommendation to
            the Board.

XII.      MEMBERS OF THE BOARD

            12.1     Attendance

Each member of the Board shall attend all meetings of the Board in person or by teleconference unless otherwise excused.  Each member must attend at least fifty (50) percent of regular or special meetings of the Board and fifty (50) percent of assigned committee meetings during any fiscal year.  Failure to do so will be brought to the attention of the Mayor and may be grounds for removal by the Mayor from the office as a Board member of the Board.

12.1.1 Attendance in person by members of the Board at all meetings of the Board is encouraged.  If personal attendance is not possible, attendance may be by teleconference as long as the telephonic call is required to be open to the public at the location specified in the notice of the meeting and a majority of the Board is physically present at the location specified in the notice of the meeting.  All votes taken during a teleconferenced meeting shall be by roll call.

12.1.1    Attendance in person by members of the Board at all meetings of the Board and Committees is encouraged. If personal attendance is not possible, attendance may be by teleconference or videoconference as long as the member’s comments are heard by the entire assembly and not translated. Further, a majority of the Board or Committee must be physically present at the location specified in the notice of the meeting. All votes taken during a teleconference meeting shall be by roll call.

Should a member participate in a Closed Meeting, in accordance with 1.6, via teleconference or videoconference, such member shall affirmativelytruthfully state for the record whether an that no unauthorized person is present at their remote location and/or is able to can hear or view the contents of any portion of the Closed Meeting.  Telephonic or videoconference participation in Closed Meetings is only permissible if the conversation cannot be overheard by unauthorized individuals.

            12.2     Disqualification to Vote

Any member of the Board having a direct or indirect financial interest in any matter before the Board, or who may stand to gain or lose financially or otherwise due to action of the Board on any matter, shall indicate such interest to the Board and be disqualified from voting on such matter as set forth in Section 5-505 of the Lansing City Charter.

XIII.     RECONSIDERATION OF ACTION

Any member may move to reconsider a previous action of the Board.  Such motion to reconsider shall be made not later than the next regular Board meeting.

XIV.    MINUTES

            14.1     Preparation and Filing

The Secretary shall keep minutes of regular and special meetings of the Board and shall file a copy in the office of the City Clerk as a public record.  No official action taken by the Board shall be valid or effective until a copy of the minutes of the meeting at which such action was taken shall have been filed with the City Clerk.

            14.2     Corrections

Corrections in the regular or special meeting minutes shall be made not later than the next meeting after the meeting to which the minutes refer.  The corrected minutes shall show both the original entry and the correction.

            14.3     Delivery to Members

The Secretary shall provide each member of the Board with a copy of the regular or special meeting minutes as soon as it has been filed with the City Clerk.  Corrected minutes shall be available no later than the next subsequent meeting after correction.

            14.4     Public Inspection

Proposed minutes will be available for public inspection not more than eight (8) business days after the meeting to which the minutes refer.  Approved minutes will be available for public inspection not later than five (5) business days after the meeting at which the minutes are approved.  Copies of the minutes will be made available to the public at a reasonable estimated cost for printing or copying.  (1976 Public Act 267).

XV.      CONFIDENTIALITY CONFIDENTIAL COMMUNICATIONS

15.1     Communications

Any communications or memoranda addressed to Board members of the Board by the General Counsel or the General Manager (when marked "Confidential") shall not be released to any unauthorized person until such time as the writing has been declassified by the Chair or General Manager or made a part of the proceedings of a regular or special meeting or committee meeting.  No documents shall be withheld when requested by a member of the public unless the withholding of such documents is authorized by Public Act 442, 1976, or by any other provision of law.Members of the Board shall treat all information marked “confidential” or “privileged” accordingly and shall not release such information to unauthorized individuals, unless disclosure is required by law.  All such information shall be returned to the Corporate Secretary or destroyed.

15.2          Closed Session

All written and verbal information obtained and/or discussed in Closed Session shall be confidential and never discussed or shared outside of Closed Session, unless otherwise specified by law.

 

XVI.    CONTRACT LIMITATIONS

The Board shall not have the power to make any contract with or give any official position to any person who is known to be in default to the City.

XVII.   AMENDMENTS

Any member of the Board may initiate amendments to the Rules of Administrative Procedure by presenting them in writing at any regular meeting.  All Board membersmembers of the Board must be notified of such amendments mailed at least four (4) days before the amendment is to be voted upon.  The affirmative vote of five (5) members shall be required to amend the rules of procedure.

XVIII.  MISCELLANEOUS

            18.1     Parliamentary Procedure

            All questions of procedure not covered by these rules or the City Charter of the City of Lansing shall be governed by the provisions in "Robert’s Rules of Order.”

           

18.2     News Media Regulations

18.2.1              Members of the news media shall be provided with a table in the Board Room for their use.  They shall have made available to them, upon request, a copy of the General Manager's Recommendations and any data accompanying the recommendations not marked "Confidential" at 10:00 a.m. one working day prior to the date of the meeting.

18.2.2              Following the adjournment of a Board meeting, members of the news media may request interviews of Board members of the Board.

18.2.3              All policy statements shall be made on behalf of the Board by the Chair. See 4.3.1.

            18.3     Vacancy, Resignation, Absence of Elected Officers

18.3.1              In the event the office of Chair shall become vacant by death, resignation or otherwise, the Vice Chair shall assume the office of Chair, and the most immediate Past ChairChair Pro Tem shall assume the office of Vice Chair and the Board shall elect a Chair Pro Tem.

18.3.2              In the absence of the Chair, Vice Chair and Past Chair Chair Pro Tem, a tTemporary Chair Pro Tem shall be elected, who would hold office during the session, unless such office is terminated by the entrance of the Chair, Vice Chair or Past ChairChair Pro Tem.until the return or election of the Chair, Vice Chair or Past Chair.

18.4     Freedom of Information

It shall be the policy of this Board to follow the provisions of Public Act 442, 1976, as it may be amended by legislative enactment of or judicial decision.

18.5     Resolutions

Any Board membermember of the Board may sponsor a resolution.  Any resolution may be co-sponsored by other Board membersmembers of the Board.  A resolution must be submitted for placement on the Agenda as specified under Article X - Agenda.  The sponsor of a resolution may withdraw the resolution at any time prior to enactment.  Consent of the co-sponsors to withdrawal is not required.

18.6          Reimbursement of Expenses

18.6.1    Board Member Travel Expenses: The Board recognizes the value of membership and attendance at conferences, workshops, and meetings at the state, regional, and national levels that are appropriate and necessary to carry out Board of Water and Light business.  As such, the Board encourages:

1.      The attendance of its members in at least one out-of-state and one in-state conference seminar per year.

2.      Each newly appointed Mmember of the Board is encouraged to attend a formal workshop on governance as offered by the American Public Power Association.

Exceptions to the above Additional travel must be pre-approved by the Board Chair Executive Committee.

Travel expenses shall be reimbursed in accordance with the Board’s Travel Expense Policy.

 

18.6.2    Board Member Miscellaneous Expenses: Members of the Board may incur additional business expenses while representing the Board of Water and Light in the community. Business expenses such as cell phone, business luncheons, and parking are such examples of legitimate business expenses. Upon filing a claim in the prescribed form, each member of the Board shall be reimbursed for reasonable and necessary expenses incurred in the discharge of the Board Member’s official duties.

The Executive Committee shall review Commissioner expenses on a quarterly basis.

_________________________

Adopted by the Board 5/8/79, and amended 8/14/79, 11/14/79, 3/11/80, 11/11/80, 7/14/81, 8/11/81, 7/13/82, 7/26/83, 6/26/84, 3/5/85, 12/18/90, 1/5/91, 7/28/98, 1/23/01, 11/19/02, 3/28/06.