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Minutes of the Annual Meeting of the Power - New York Power ...

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April 24, 2007<br />

16. Election <strong>of</strong> Authority Non-Statutory Officers and Amendment <strong>of</strong> <strong>Annual</strong> <strong>Meeting</strong> Date<br />

SUMMARY<br />

The Corporate Secretary submitted <strong>the</strong> following report:<br />

“The Trustees are requested to consider <strong>the</strong> election <strong>of</strong> certain non-statutory <strong>of</strong>ficers <strong>of</strong> <strong>the</strong> Authority and to<br />

amend <strong>the</strong> date <strong>of</strong> <strong>the</strong> Authority’s <strong>Annual</strong> <strong>Meeting</strong> from April to March.<br />

BACKGROUND AND DISCUSSION<br />

“Article IV, Section 2 <strong>of</strong> <strong>the</strong> Authority’s By-laws provides for <strong>the</strong> election <strong>of</strong> certain non-statutory <strong>of</strong>ficers<br />

by <strong>the</strong> Trustees. Section 3 <strong>of</strong> <strong>the</strong> same Article provides that such non-statutory <strong>of</strong>ficers shall hold <strong>of</strong>fice for a term<br />

expiring at <strong>the</strong> Trustees’ next <strong>Annual</strong> <strong>Meeting</strong>, or until <strong>the</strong>ir successors are elected.<br />

“Pursuant to enactment <strong>of</strong> <strong>the</strong> Public Authorities Accountability Act <strong>of</strong> 2005, as Chapter 766 <strong>of</strong> <strong>the</strong> Laws<br />

<strong>of</strong> 2005, <strong>the</strong> date by which various annual reports and o<strong>the</strong>r annual reporting documents <strong>of</strong> <strong>the</strong> Authority must be<br />

filed with <strong>the</strong> Governor’s Office, <strong>the</strong> respective <strong>of</strong>fices <strong>of</strong> <strong>the</strong> legislative leaders and <strong>the</strong> Office <strong>of</strong> <strong>the</strong> State<br />

Comptroller has been amended to require <strong>the</strong> filing <strong>of</strong> such reports and documents by March 31 st . As many <strong>of</strong> <strong>the</strong>se<br />

very same annual reports were previously considered and adopted by <strong>the</strong> Trustees at <strong>the</strong> annual meeting that<br />

traditionally has occurred in April, it now makes sense to amend <strong>the</strong> time <strong>of</strong> <strong>the</strong> Authority’s <strong>Annual</strong> <strong>Meeting</strong> from<br />

April to March.<br />

RECOMMENDATION<br />

“It is recommended that <strong>the</strong> following non-statutory <strong>of</strong>ficers provided for in Article IV <strong>of</strong> <strong>the</strong> By-laws,<br />

adopted December 18, 1984, and last amended on April 28, 2006, be elected by <strong>the</strong> Trustees to hold <strong>of</strong>fice for terms<br />

expiring at <strong>the</strong> next annual meeting <strong>of</strong> <strong>the</strong> Trustees in 2008, or until <strong>the</strong>ir successors are elected:<br />

Timothy S. Carey<br />

Thomas J. Kelly<br />

President and Chief Executive Officer<br />

Executive Vice President and General Counsel<br />

Chief Operating Officer<br />

Vincent C. Vesce<br />

Executive Vice President – Corporate Services and Administration<br />

Executive Vice President – <strong>Power</strong> Generation<br />

Joseph M. Del Sindaco<br />

Anne B. Cahill<br />

Executive Vice President – Chief Financial Officer<br />

Corporate Secretary<br />

“For <strong>the</strong> reasons set forth above, it is recommended that <strong>the</strong> date <strong>of</strong> <strong>the</strong> Authority’s <strong>Annual</strong> <strong>Meeting</strong> be<br />

changed from April to March <strong>of</strong> each year beginning in March 2008.”<br />

The following resolution, as submitted by <strong>the</strong> Corporate Secretary, was unanimously adopted.<br />

RESOLVED, That pursuant to Article IV, Section 2 <strong>of</strong> <strong>the</strong><br />

Authority’s By-laws, <strong>the</strong> following individuals are hereby appointed to <strong>the</strong><br />

position listed next to <strong>the</strong>ir name for terms expiring at <strong>the</strong> next annual<br />

meeting <strong>of</strong> <strong>the</strong> Trustees in 2008, or until <strong>the</strong>ir successors are elected:<br />

44

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