HomeMy WebLinkAboutBOARD OF WATER AND LIGHT Rules of Procedures
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BOARD OF WATER AND LIGHT
OF THE CITY OF LANSING, MICHIGAN
RULES OF PROCEDURE
APPROVED BY BWL COMMISSION: MAY 26, 2015
CITY COUNCIL EFFECTIVE: JUNE 8, 2015
I. MEETINGS
1.1 Regular Meetings
1.1.1 The Board of Water and Light (BW L) Commissioners shall
hold regular bi-monthl y meetings on the fourth Tuesday of the
month in the REO Depot, 1201 S. Washington Ave., Lansing,
Michigan 48910 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 the preceding year.
1.2 Special Meetings
1.2.1 Special Meetings of the Board shall be called b y the General
Manager or Secretar y on the request of the Chair of the
Board or on the request of an y two Voting Members.
1.2.2 Members 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 Secretar y or someone designated by the Secretary.
1.3 Rescheduled Meetings
1.3.1 The Chair ma y reschedule an y 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
The schedule of regular Board meetings shall not conflict with
regular meetings of the Lansing City Council.
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1.5 Committee of the Whole Meetings
1.5.1 The Board ma y convene as a Committee of the Whole
upon call b y the Vice Chair or an y two Voting
Members of the Board.
1.5.2 Notice shall be provided in accordance with the
provisions for Special Meetings and State law.
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
1.6.1 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.
1.6.2 No Non-voting Member shall participate in any closed
meeting the subject of which the Non-voting Member
or the municipality(s) they represent has a conflict of
interest or a financial interest other than as a citizen of
the municipality. If a conflict of interest question is
raised under this section at any Board meeting prior to
going into closed session, such question shall be
determined by a majority of those Voting Members
present and qualified to vote before the main question
shall be voted on. If the Non-voting Member is
recused, they shall be prohibited from voting on or
participating in the closed session.
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 Count y at
least three da ys prior to the time of the regularl y scheduled meeting in
Januar y. At the regularl y 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 Secretary shall be responsible for posting notices.
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III. QUORUM FOR A REGULAR OR SPECIAL MEETING
3.1 Number Required
The presence of five Voting Members of the Board shall be a
quorum for the transaction of business at all regular and Special
Meetings.
3.2 Lack of Quorum
In the absence of a quorum, those present ma y 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. OFF IC IAL ACTION AT REGULAR OR SPECIAL MEETINGS
4.1 The concurring vote of the majority of all Voting Members of the Board
serving shall be necessary for official action and such vote ma y 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 an y
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 Secretar y.
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.
4.1.7 Removal of a Member from service as an officer,
except at the expiration of the officer’s term.
4.2 Except as may be required by law or b y section 10.1.4, all other matters
considered by the Board shall require the affirmative vote of a majority of
Voting Members present at a regular or Special Meeting.
4.3 The Board speaks through resolutions. A Member of the Board
ma y onl y speak on the Board’s behalf in accordance with its
resolutions. See19.2.3.
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V. VOTING
5.1 Roll Call Vote
5.1.1 A roll call vote shall be required for holding a closed
meeting as specified by the Open Meetings Act or
upon request of any Voting Member.
5.1.2 All Voting Members and Non-voting Members shall
be required to participate in a vote to go into closed
session as required by the Open Meetings Act.
5.2 Unanimous Consent
If there is no objection to the proposed action, the action may be taken b y
unanimous consent, except actions required b y roll call vote pursuant to
these rules, the Charter of the City of Lansing, or the law of the State of
Michigan.
5.3 Conflict of Interest
If a Board Member has a conflict of interest on an issue before the
Board, he or she shall reveal the conflict, not participate in discussion
or any decision regarding the issue, and shall refrain from discussing
the issue with any other Board Member or staff.
VI. ANNUAL ORGAN IZATION
The Board shall organize at its first regular meeting following July 1st or as
soon thereafter as is reasonably convenient, b y selecting one of its Voting
Members as Chair and, one of its Voting Members as Vice Chair, 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
and public hearings conducted by the Board, see that all orders and
regulations are executed and complied with, see that all legal contracts
with the BW L 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
he shall possess all voting privileges. It shall not be necessar y 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
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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 most immediate past Chair of the Board who is not currentl y
serving as Chair or Vice Chair of the Board shall be designated “Past
Chair.” If
no Past Chair is serving on the Board, the Voting Members of the
Board shall select a Voting Member to assume the duties of the Past
Chair as set forth in these Rules of Administrative Procedure. The
Past Chair shall assume the duties of the Chair when neither the Chair
nor the Vice Chair is present.
VIII. CHARTER POS ITIONS
8.1 Director, Secretar y and Internal Auditor
The Voting Members of the Board shall, at its first regular meeting
following July 1st of each year, or as soon as practicable thereafter,
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 Internal
Auditor shall also be known as the Director of Internal Audit. 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.
8.2 Unless otherwise determined by the Board of Commissioners,
contract reviews for the Charter Position employees 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 carr y out its policymaking obligations, the
Board of Water and Light Commissioners shall meet
as often as needed, as one or more standing
committees or ad hoc committees, in the REO Depot,
1201 S. Washington Ave., Lansing, Michigan 48910
or at such other place, as the Board shall determine.
Notice of these meetings shall be provided in
accordance with the Lansing Cit y Charter and state
law.
9.2 Standing Committees
9.2.1 The following standing committees shall be appointed
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by the Chair as provided in 9.4:
Finance
Human Resource
Nominating
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 Operations &
Maintenance budget, 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.
9.2.4 The Human Resources Committee shall have
oversight responsibility for non-bargaining salar y
adjustments, employee survey results, labor relations,
performance appraisal review for Board-appointed
positions, Board staff appointments, salary, wages, and
employee benefits.
9.2.5 The Executive Committee shall, during the intervals
between the Board of Commissioners' meetings, assist
in the development of the BW L’s position on major
issues and submit and recommend the position to the
Board for consideration and action. The Executive
Committee shall consider and act upon such other
activities as directed or referred to it b y the Board or
as otherwise specified in these Rules.
9.3 Ad Hoc Committees
Ad hoc committees shall convene whenever the need arises to address
an issue or topic that would not appropriately fall within any of the
other standing committees and would not require the attention of the
Committee of the Whole.
9.4 Appointment of Standing and Ad Hoc Committees
The Chair shall appoint Members to the standing committees and such
other ad hoc committees as the Board may from time to time establish.
The first Voting Member named on each committee shall be the Chair
of the committee.
Standing Committees: All standing committees, except the Executive
Committee, shall have four (4) regular Voting Members and two (2)
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alternate Voting Members who shall serve in the absence of regular
Voting Member(s). The Executive Committee shall have four (4)
Voting Members, including the Chair, Vice Chair and Past Chair and
one (1) Member elected by the Voting Members, whose term shall be
concurrent with the terms of the Officers. The Chair may appoint
additional Non-voting Members to any committee.
The Nominating Committee shall not consist of any Members who
intend to run for an officer position.
Ad Hoc Committees: The Chair shall appoint Members of an y ad hoc
committee. An ad hoc committee may have any number of Members.
9.5 Sub-Committees Authorized
The Executive Committee shall establish such sub-committees as
deemed necessary.
9.6 Quorum for Committee Meetings
A quorum for a standing or ad hoc committee shall be three (3) Voting
Members of the Board.
9.7 Committee Meetings
Meetings of standing or ad hoc committees may be called b y the
General Manager or Secretar y on the request of the Chair of the Board,
Chair of a committee or any two Voting Members on the committee.
9.8 Committee Reports
Each standing or ad hoc 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 carr y out
the report, they shall be enacted separatel y pursuant to section 19.5.
9.9 Committee Resolutions
Committee reports recommending action b y the Board shall
have incorporated in the report the necessar y resolutions or
motions to accomplish the action.
9.10 Discharge of Consideration
A committee shall be discharged of an y matter referred to it
b y an affirmative vote of two-thirds of the Board.
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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. General Manager's Recommendations
7. Unfinished Business
8. New Business
9. Resolutions
10. Manager's Remarks
11. Remarks b y Members of the Board.
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 an y objection, the presiding officer
shall have the discretion to var y the order of business.
10.1.3 Preparation of Agenda
An agenda shall be prepared by the General Manager
and made available for distribution three days
preceding a regular or Special Meeting for
informational purposes only. However, the agenda is
subject to unilateral change b y the General Manager
before the meeting.
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10.1.4 Changes to the Agenda
In the absence of any objection, the General Manager
or any Voting Member of the Board may add or
subtract an agenda item at a meeting. In the event of
objection, an affirmative vote of the majority of the
Voting Members of the Board shall be required to add
or subtract an agenda item.
10.1.5 Public Comments
The time limits of Section 10.1.1.3 apply to all 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. An yone 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 extending time limits for
comments under the circumstances, or in limiting
remarks to the subject matter under discussion as
provided in 10.1.1.3.
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. Agenda Topics
4. Other
5. Adjourn
11.1.2 A concurring vote of a majority of Voting Members
on the committee present shall be necessary to move a
recommendation to the Board.
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XII. PUBLIC HEAR INGS
12.1 The Board shall hold a public hearing at least thirty da ys before the
effective date of any changes in rate structure. The Board shall comply
with the requirements of Charter Section 5-205.2 for public hearings
regarding changes in the rate structure. The Board ma y also choose to
hold public hearing on other topics as necessar y or appropriate.
12.2 Although the Board will generally hold its public hearings in the REO
Depot, 1201 S. Washington Ave., Lansing, Michigan 48910, the Board
may conduct public hearings at such places that it determines will best
serve the public interest.
12.3 Notice of the hearing will be placed in at least one (1) newspaper of
general circulation in the Lansing, Michigan area, no less than fourteen
(14) days before the public hearing. The notice shall state the date, time,
place and subject of the hearing. Notice shall also be posted electronically
on the LBW L’s website.
12.4 A quorum of the Board shall be necessary to conduct a public hearing.
12.5 No Member shall engage in ex parte conversations about the topic of the
public hearing either before or after the hearing until the full Board takes
action on the topic.
12.6 Public hearings shall be open to the public, in accordance with the Open
Meetings Act.
12.7 Individuals and organizations are invited to comment on the topic of the
public hearing, either orally or in writing. Written comments should be
addressed to the Secretary and should be presented on or before the date of
the hearing. Oral comments shall be presented at the public hearing. The
Chair may set reasonable limits on the length of oral presentations.
Comments or conduct that disrupt the orderl y conduct of meetings or
hearings shall not be permitted.
12.8 A transcript or recording of the hearing shall be made and kept for no less
than three years.
12.9 Public Hearing on Rates: In the case of a rate hearing, the Board may hold
a separate meeting or meetings after the rate hearing to discuss the
proposed changes to the rate structure and vote on the proposed changes.
If the Board’s discussions after the rate hearing indicate that it intends to
raise any customer’s rate higher than proposed during the public hearing,
the Board shall hold an additional public hearing on the proposed higher
rate in accordance with this section before voting on the rates. The Board
is not required to hold any additional hearings in order to approve a rate
lower than the rate proposed at the public hearing.
12.10 If the Board acts on the topic discussed at the public hearing, it shall do so
at a public meeting and shall approve a written resolution describing its
action.
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XIII. MEMBERS OF THE BOARD
13.1 Attendance
Each Member of the Board shall attend all meetings of the Board
in person unless otherwise excused. Each Member must attend at
least fifty (50) percent of regular or Special Meetings of the Board
and fift y (50) percent of assigned committee meetings during any
fiscal year. Failure to do so may be grounds for removal by the
City from the office as a Member of the Board.
13.2 Disqualification to Vote
Any Voting Member of the Board having a direct or indirect financial
interest in any matter before the Board, or who ma y stand to gain or
lose financially or otherwise due to action of the Board on an y matter,
shall indicate such interest to the Board and may be disqualified from
voting on such matter as set forth in the Lansing City Charter.
13.3 Ethics
All Board Members are subject to Article 5, Chapter 5 of the Lansing
City Charter (Ethics) and the Lansing Ethics ordinance.
XIV. RECONS IDERATION OF ACTION
Any Voting 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.
XV. MINUTES
15.1 Preparation and Filing
The Secretary shall keep minutes of regular and Special Meetings of
the Board and committees and shall file a copy of the Board minutes
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 cop y of the
minutes of the meeting at which such action was taken is filed with
the City Clerk.
15.2 Corrections
Corrections in the regular or Special Meeting or committee 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 entr y and the correction.
15.3 Delivery to Members
The Secretary shall provide each Member of the Board with a cop y
of the regular or Special Meeting minutes as soon as they are filed
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with the City Clerk. Corrected minutes shall be available no later
than the next subsequent meeting after correction.
15.4 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).
XVI. CONFIDENTIALITY
16.1 Communications
Members of the Board shall treat all information marked “confidential” or
“privileged” accordingl y and shall not release such information to
unauthorized individuals, unless disclosure is required b y law. All such
information shall be returned to the Secretar y.
16.2 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.
XVII. CONTRACT LIMITATIONS
The Board shall not have the power to make an y contract with or give an y
official position to any person who is known to be in default to the City.
XVIII. AMENDMENTS
Any Voting Member of the Board may initiate amendments to the Rules of
Administrative Procedure b y presenting them in writing at any regular meeting.
All Members of the Board must be notified of such amendments mailed at least
four (4) days before the amendment is to be voted upon. An affirmative a
majorit y of Voting Members serving shall be required to amend the rules of
procedure, after which the proposed revisions shall be forwarded to the City in
compliance with Charter Section 5-105.8.
XIX. MISCELLANEOUS
19.1 Parliamentar y 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.”
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19.2 News Media Regulations
19.2.1 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 an y data
accompanying the recommendations not marked
"Confidential" at 10:00 a.m. one working da y prior to
the date of the meeting.
19.2.2 Following the adjournment of a Board meeting,
members of the news media ma y request interviews of
Members of the Board.
19.2.3 All policy statements shall be made on behalf of the
Board by the Chair. See 4.3.
19.3 Vacancy, Resignation, Absence of Elected Officers
19.3.1 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 Chair shall assume the office of Vice Chair.
19.3.2 In the absence of the Chair, Vice Chair and Past Chair,
a Temporar y Chair shall be elected, who would hold
office during the session, until the return or election of
the Chair, Vice Chair or Past Chair.
19.4 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 b y legislative enactment or judicial
decision.
19.5 Resolutions
Any Voting Member of the Board may sponsor a resolution. Any
resolution may be co-sponsored by other Voting Members of the
Board. A resolution must be submitted for placement on the Agenda
as specified under Article X - Agenda. The sponsor of a resolution
ma y withdraw the resolution at an y time prior to enactment. Consent
of the co-sponsors to withdrawal is not required.
19.6 Hiring Consultants
The Board of Commissioners ma y hire external consultants, such as
accountants, but not outside legal counsel. The full Board will meet
before a consultant is hired to determine the scope of the issues to
be addressed by the consultant, the consultant’s budget, and the
scope of contact with the Board. One Board Member may be
authorized as the primar y contact with the consultant. If time
constraints preclude a meeting of the full Board to discuss hiring the
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consultant, the Executive Committee may meet to approve the
initial contact with the consultant, but may not authorize an
expenditure of more than $1,000 to a consultant without the
approval of the full Board. The consultant’s work product shall be
written and shall be immediately transmitted to all Board Members
upon completion of the requested work. All payments to
consultants hired by the Board shall be deducted from the Board’s
budget. Board funds may not be expended to address an issue only
applicable to one Member.
All outside legal counsel must be hired by in-house counsel and in
accordance with the Charter.
19.7 Reimbursement of Board Member Expenses
19.7.1 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 newl y appointed Member of the Board is
encouraged to attend a formal workshop on
governance as offered b y the American Public
Power Association.
Additional travel must be pre-approved b y the Executive
Committee.
Travel expenses shall be reimbursed in accordance with the
Board’s Travel Expense Policy.
19.7.2 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 necessar y expenses
incurred in the discharge of the Board Member’s
official duties, in accordance with the Board’s
Expense Reimbursement Policy.
The Executive Committee shall review Member expenses on
a quarterly basis.
19.8 Definitions As used herein, the following terms mean:
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Member: Any member of the Board, including Voting Members and Non-voting Members. Voting Member: Any Member of the Board appointed pursuant to Lansing City Charter Section 5-103.2 Non-voting Member: Any Member of the Board appointed pursuant to Lansing City Charter Section 5-103.12.
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, 3/3/08, and 5/26/15.
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