July (pdf) - New York Power Authority

July 26, 2011
13. Amendments to the Authority’s By-laws
The Chairman submitted the following report:
“The Trustees are requested to amend the Authority’s By-laws for the purpose of: (1) implementing further
changes regarding the powers and duties of the Chair and the Trustees consistent with Chapter 506 of the Laws of
2009, which amended the Power Authority Act and other provisions of the Public Authorities Law, including the
New York Public Authorities Accountability Act; and (2) making other conforming and non-substantive changes.
“A redlined version of the proposed amended By-laws is attached as Exhibit ‘13-A.’ Deletions are shown
by strikethroughs in brackets; additions are shown by bolded and underscored text. The final version of the
proposed amended By-laws is attached as Exhibit ‘13-B.’
“The Acting General Counsel and I recommend that the Trustees approve the proposed By-laws
amendments.”
Chairman Townsend presented highlights of the recommendation the Trustees. In response to a
question from Trustee Nicandri, Chairman Townsend said that the Public Authorities Accountability Act
(“PAAA”) has been amended to state that the Chairman of a Board and the President and Chief Executive
Officer can be the same person. Ms. Judith McCarthy confirmed this and added that the Authority’s By-laws, as
amended, are consistent with the change in the law. Trustee Dyson added that in addition to Board confirmation
of the position of Chairman and President and Chief Executive Officer, Senate confirmation is also required,
under the amended PAAA. In response to further question from Trustee Nicandri, Ms. McCarthy said that there
is a change in the reporting structure for the General Counsel and the Chief Financial Officer under the
proposed amended By-laws.
The following resolution, as submitted by the Chairman, was unanimously adopted.
RESOLVED, That the revisions to the By-laws (originally adopted on
April 9, 1954, and last amended on October 26, 2010) discussed in the
foregoing report of the Chairman and attached hereto as Exhibit “13-B,” be
hereby adopted; and be it further
RESOLVED, That the Chairman, the Vice Chairman, the President
and Chief Executive Officer, the Chief Operating Officer and all other
officers of the Authority are, and each of them hereby is, authorized on behalf
of the Authority to do any and all things and take any and all actions and
execute and deliver any and all agreements, certificates and other documents
to effectuate the foregoing resolution, subject to the approval of the form
thereof by the Acting General Counsel.
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