EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEEMENT is entered into by and between ▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇, ▇▇. ("▇▇▇▇▇▇▇▇")and Chugach Electric Association, Inc. an Alaska
electrical cooperative association headquartered in Anchorage, Alaska
("Chugach" or "Employer"), to be effective on and as of May 1, 2002.
WITNESSETH:
WHEREAS, Chugach is engaged in the business of production,
transmission and distribution of electricity in Alaska;
WHEREAS, ▇▇▇▇▇▇▇▇ has skills and experience in electric utility
management generally and with the business and technology associated with the
production, transmission and distribution of electricity; and
WHEREAS, Chugach desires to obtain ▇▇▇▇▇▇▇▇'▇ services as the Chief
Executive Officer of its Business, and ▇▇▇▇▇▇▇▇ desires to be employed in that
position by Chugach;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein set forth, the parties hereto agree as follows:
1. Employment. Chugach hereby employs ▇▇▇▇▇▇▇▇ as its Chief Executive
Officer, and ▇▇▇▇▇▇▇▇ hereby accepts such employment upon the terms and
conditions hereinafter set forth.
2. Duties.
▇. ▇▇▇▇▇▇▇▇ shall serve as Chugach's Chief Executive Officer
and shall perform his services as such within the framework of Chugach's Bylaws,
policies, procedures and goals as Chugach's Board of Directors shall from time
to time determine, including but not limited to the following:
(i.) Board Policy 106, Delegations of Authority from the
Board of Directors to the Chief Executive Officer,
Appendix A hereto;
(ii.) Board Policy 107, Board of Directors - Chief
Executive Officer Relationship, Appendix B hereto;
(iii.) Board Policy 118, Delegation of Certain of the
Secretary's and Treasurer's Duties to the Chief
Executive Officer, Appendix C hereto; and
(iv.) Chief Executive Officer Position Description,
Appendix D hereto.
In such capacity, ▇▇▇▇▇▇▇▇ (i) shall exercise general supervisory responsibility
and management authority over Chugach and all of its controlled affiliates and
(ii) shall perform such other duties commensurate with his position as may be
assigned to him from time to time by the Chugach Board of Directors.
▇. ▇▇▇▇▇▇▇▇ shall devote substantially all his business time,
attention and energies to the performance of his duties and functions under this
Employment Agreement and shall not during the term of his employment hereunder
be engaged in any other substantial business activity for gain, profit or other
pecuniary advantage. ▇▇▇▇▇▇▇▇ shall faithfully, loyally and diligently perform
his assigned duties and functions and shall not engage in any activities
whatsoever that conflict with his obligations to Chugach during the term of his
employment hereunder. Notwithstanding the foregoing, nothing in the foregoing
shall be construed so as to limit or prohibit personal investments by ▇▇▇▇▇▇▇▇;
provided that such investments shall not amount to a controlling interest in any
entity (other than trusts, limited partnerships or other entities adopted by
▇▇▇▇▇▇▇▇ for estate planning purposes). ▇▇▇▇▇▇▇▇ also agrees that he will not
participate in any political activity that will or may reflect adversely upon
Chugach without obtaining the prior consent of Chugach's Board of Directors.
c. Chugach shall furnish ▇▇▇▇▇▇▇▇ with an office and other
facilities at Chugach's headquarters location and services that are suitable to
his position and adequate for the performance of his duties and functions
hereunder.
3. Term. The term of this Employment Agreement shall commence on the
date hereof (the "Commencement Date") and, unless terminated earlier pursuant to
paragraph 10 hereof, shall continue through March 31, 2006 with a one year
option wherein either party may elect to renegotiate the agreement or do
nothing, in which case the option year is in effect through March 31, 2007 (the
"Initial Term"), thereafter this contract shall continue unless and until such
time as (i) either party hereto notifies the other, upon sixty (60) days prior
written notice, that this Employment Agreement will be terminated at the end of
the current annual term or the later expiration of such sixty day notice period,
or (ii) ▇▇▇▇▇▇▇▇'▇ employment is otherwise terminated pursuant to paragraph 10
hereof (the "Extended Term") (the Initial Term, together with the Extended Term,
if any, being referred to herein as the "Employment Term").
4. Compensation. Chugach shall pay to Griffith, in consideration of and
as compensation for the services agreed to be rendered by ▇▇▇▇▇▇▇▇ hereunder,
the following:
a. Base Salary. During the Employment Term, Chugach shall pay
to ▇▇▇▇▇▇▇▇ an annual salary of One Hundred Eighty-Eight Thousand, Severn
Hundred Eighteen Dollars ($188,718 as adjusted for CPI) (the " Base Salary").
The Base Salary shall, subject to the modifications contained in the Performance
Appraisal/Bonus Program section contained below, be adjusted annually each
January based upon the Anchorage CPI-U (July statistic) published by the Bureau
of Labor Statistics. The Base Salary shall be payable in accordance with
Chugach's normal payroll schedule, less withholdings required by law or
authorized by ▇▇▇▇▇▇▇▇.
b. Performance Appraisal/Bonus Program. Chugach and ▇▇▇▇▇▇▇▇
agree that ▇▇▇▇▇▇▇▇'▇ total compensation under this Employment Agreement shall
be tied directly to his performance. Accordingly, the parties agree that
▇▇▇▇▇▇▇▇ and Chugach's Board of Directors, by mutual agreement, shall by January
31 of each year develop reasonable objectives ("stated objectives") by which to
measure ▇▇▇▇▇▇▇▇'▇ performance for the upcoming year. Each year in January, the
parties shall then review the agreed upon stated objectives for the past year
and determine whether ▇▇▇▇▇▇▇▇ has met or failed to meet the stated objectives.
(i) Bonus of Meeting or Exceeding Stated Objectives.
In the event that ▇▇▇▇▇▇▇▇ meets or exceeds the stated objectives, he shall be
entitled to a bonus of up to twenty percent (20%) of his Base Salary. The exact
percentage of the bonus (`bonus amount") shall be at the discretion of the Board
of Directors in consideration of the level of goal achievement including both
quantitative and qualitative measures of merit.
(ii) Salary Reduction for Failing to Meet Stated
Objectives. In the event that the Board of Directors determines that ▇▇▇▇▇▇▇▇
has substantially failed to meet the stated objectives, the Board of Directors
is entitled to reduce ▇▇▇▇▇▇▇▇'▇ Base Salary for the upcoming year by an amount
not to exceed ten percent (10%) of the previous year's Base Salary. The precise
amount of the salary reduction shall be at the discretion of the Board of
Directors in consideration of the extent of ▇▇▇▇▇▇▇▇'▇ failure to meet the
stated objectives and taking into account any mitigating factors outside of
▇▇▇▇▇▇▇▇'▇ control which substantially affected his ability to meet the stated
objectives.
(iii) Reversion to Base Salary After Reduction for
Failure to Meet Stated Objectives. In the event ▇▇▇▇▇▇▇▇'▇ base salary is
reduced for failure to meet the stated objectives, his salary shall revert to
the previous year's Base Salary in January of the next year (e.g., 2002 - Base
Salary of $185,000 as corrected for CPI in accordance with paragraph 4.a).
(iv) Future Deferred Compensation Plans. In the event
that the Board of Directors adopts and makes available a new deferred
compensation plan during the Employment Term under which eligible employees may
defer portions of their income (and thereby defer tax liability associated with
that income), ▇▇▇▇▇▇▇▇ shall be entitled to participate in such plan(s) to the
extent that he is eligible to do so. If the plan permits, ▇▇▇▇▇▇▇▇ may defer
some or all of the bonus amounts, leave or other compensation payable to him
pursuant to this Employment Agreement.
c. Use of Company Vehicles. During the Employment Term, ▇▇▇▇▇▇▇▇ shall
be permitted to use Chugach vehicles on company business on a de minimus basis.
▇▇▇▇▇▇▇▇ shall not be entitled to a company vehicle for personal use.
5. Benefits. During the Employment Term, ▇▇▇▇▇▇▇▇ shall be entitled to
participate in all group health, pension, 401(k), 457 and other benefit plans
maintained by Chugach and provided to its salaried administrative personnel, on
the same terms as apply to participation therein by such personnel generally
(except as otherwise provided herein). Further, during the Employment Term,
▇▇▇▇▇▇▇▇ shall be entitled to participate in all fringe benefit programs and
shall receive all perquisites if and to the extent that Chugach's Board of
Directors establishes and makes such benefits and perquisites available to its
salaried administrative personnel generally, including, but not limited to,
Employer-paid long-term disability insurance and life insurance coverage.
6. Expenses. During the Employment Term, Chugach shall reimburse
▇▇▇▇▇▇▇▇ for all reasonable travel, entertainment and other business expenses
incurred or paid by ▇▇▇▇▇▇▇▇ in performing his duties and functions hereunder,
subject to ▇▇▇▇▇▇▇▇'▇ accounting for and reporting such expenses pursuant to
applicable Chugach policies.
7. Holidays, Sick Leave and Annual Leave. ▇▇▇▇▇▇▇▇ shall be entitled to
such holidays, sick leave and annual leave as are provided to its salaried
administrative personnel generally, which paid time off work shall continue to
accrue at the same rate(s) as ▇▇▇▇▇▇▇▇ accrued holidays, sick leave and annual
leave as an Executive Manager. . For example, ▇▇▇▇▇▇▇▇ shall continue to accrue
annual leave at the rate of 9.23 hours per pay period (i.e., at the rate of 30
days per year). ▇▇▇▇▇▇▇▇ shall carry over to this Employment Agreement all
annual leave previously accrued as of the Commencement Date of this Employment
Agreement, provided, however, that all such carried over annual leave shall be
valued at ▇▇▇▇▇▇▇▇'▇ rate of compensation as Executive Manager immediately prior
to the Commencement Date. Additionally, ▇▇▇▇▇▇▇▇ shall either use or cash out
annual leave that accrues to his account after the Commencement Date so that he
does not add more six (6) weeks of annual leave to his pre-Commencement Date
annual leave balance. Chugach agrees to reconsider this six-week cap on
additions to ▇▇▇▇▇▇▇▇'▇ annual leave balance if ▇▇▇▇▇▇▇▇ is unable to take leave
for business-related reasons. ▇▇▇▇▇▇▇▇ shall be entitled to such vacations,
taken at such time or times, as ▇▇▇▇▇▇▇▇ shall determine in his reasonable
discretion, consistent with the performance of ▇▇▇▇▇▇▇▇'▇ obligations hereunder
and the direction of Chugach's Board of Directors.
8. Non-Competition. During the Employment Term and for a period of one
(1) year thereafter, ▇▇▇▇▇▇▇▇ shall not enter into or participate in any
business competitive to the business carried on by Chugach in Southcentral
Alaska or at such additional locations, if any, outside Southcentral Alaska at
which Chugach conducts business. (This paragraph 8 does not apply to a
Termination Other Than For Cause pursuant to paragraph 10(b) hereof.) As used
herein, the term "business competitive to the business carried on by Chugach"
means any business that involves the production, transmission or distribution of
electricity, and the words "Southcentral Alaska" mean a business conducted in
whole or in part within the boundaries of the Municipality of Anchorage, the
Kenai Peninsula Borough, or the Matanuska-Susitna Borough. The provisions of
this paragraph 8 shall survive the expiration and/or termination of this
Employment Agreement. If a court of competent jurisdiction should declare any or
all of this provision unenforceable because of any unreasonable restriction of
duration and/or geographical area, then such court shall have the express
authority to reform this provision to provide for reasonable restrictions and/or
to grant Chugach such other relief, at law or in equity, as are reasonably
necessary to protect its interests.
9. Confidential Information. During the Employment Term and for so long
thereafter as the information remains confidential, ▇▇▇▇▇▇▇▇ will not use for
his own advantage or disclose to any unauthorized person any confidential
information relating to the business operations or properties of Chugach and any
affiliate of Chugach. Upon the expiration or termination of the Employment Term,
upon Chugach's request, ▇▇▇▇▇▇▇▇ will surrender and deliver to Chugach all
documents and information of every kind relating to or connected with Chugach
and its affiliates. As used herein "confidential information" means all
information, whether written or oral, tangible or intangible, of a private,
secret, proprietary or confidential nature, of or concerning Chugach and its
business and operations, including without limitation, any trade-secrets or
know-how, computer software programs in both source code and object code,
information regarding any product or service, development, technology,
technique, process or methodology, any sales, promotional or marketing plans,
programs, techniques, practices or strategies, any expansion or acquisition
plans, any operational and management guidelines, any cost, pricing or other
financial data or projections, and any other information which is to be treated
as confidential because of any duty of confidentiality owed by Chugach to any
third party or any other information that Chugach shall, in the ordinary course
of its business, possess or use and not release externally without restriction
on use or disclosure. The foregoing confidential information provision shall not
apply to information which: (i) is or becomes publicly known through no wrongful
act of ▇▇▇▇▇▇▇▇, (ii) is rightfully received from any third party without
restriction and without breach by ▇▇▇▇▇▇▇▇ of this Employment Agreement; or
(iii) is independently developed by ▇▇▇▇▇▇▇▇ after the term of his employment
hereunder or is independently developed by a competitor of Chugach at any time.
The provisions of this paragraph 9 shall survive the expiration and/or
termination of this Employment Agreement.
10. Termination.
a. Termination for Cause. Chugach may terminate ▇▇▇▇▇▇▇▇'▇
employment for "cause" immediately upon written notice to ▇▇▇▇▇▇▇▇, provided,
however, that ▇▇▇▇▇▇▇▇ has been given ten (10) days written notice of cause for
termination and has failed to, or is unable to, cure such cause within that
time. Such notice shall specify in reasonable detail the nature of the cause.
For purposes of this Employment Agreement, "cause" means a business-related
reason that is not arbitrary, capricious or illegal and which is based on facts
(i) supported by substantial evidence and (ii) reasonably believed by the Board
of Directors to be true. Examples of "cause" for termination of employment are
provided in Chugach Operating Policy 013 dated September 19, 2001, and are
incorporated herein by reference to the extent they are consistent with this
Employment Agreement. In the event of the involuntary termination of his
employment for cause, ▇▇▇▇▇▇▇▇ shall not be entitled to receive any compensation
hereunder other than his Base Salary and employee benefits and leave as accrued
through the effective date of such termination. ▇▇▇▇▇▇▇▇'▇ obligations under
Paragraphs 8 and 9 shall continue under the terms and conditions of this
Employment Agreement.
b. Termination Other Than for Cause. Chugach shall have the
right to terminate ▇▇▇▇▇▇▇▇'▇ employment for any reason, upon thirty (30) days
prior written notice to ▇▇▇▇▇▇▇▇, whereupon ▇▇▇▇▇▇▇▇'▇ employment pursuant to
this Employment Agreement shall terminate as of the effective date of
termination. In the event of the involuntary termination of his employment other
than for cause, ▇▇▇▇▇▇▇▇ shall be entitled to receive: (i) his Base Salary,
bonus amount, leave and employee benefits as accrued through the effective date
of such termination; (ii) an amount equal to ▇▇▇▇▇▇▇▇'▇ Base Salary and benefits
for a period equal to five (5) months following the effective date of
termination; and (iii) a pro-rata portion of the bonus amount for that period.
▇▇▇▇▇▇▇▇ will be entitled to receive the aforementioned amounts in this
Paragraph 10(b), if and only if ▇▇▇▇▇▇▇▇ signs a valid general release of all
claims against Chugach in a form provided by Chugach. All payments shall be made
at normal Chugach payroll periods, less withholdings required by law, unless
otherwise mutually agreed to in writing by ▇▇▇▇▇▇▇▇ and Chugach. ▇▇▇▇▇▇▇▇'▇
obligations under Paragraph 9 shall continue under the terms and conditions of
this Employment Agreement.
c. Voluntary Termination. ▇▇▇▇▇▇▇▇ may voluntarily terminate
his employment under this Agreement at any time upon thirty (30) days' prior
written notice to Chugach's Board of Directors, whereupon Chugach's employment
of ▇▇▇▇▇▇▇▇ shall terminate at the end of the thirty (30) day notice period. In
the event of ▇▇▇▇▇▇▇▇'▇ voluntary termination of employment, he shall not be
entitled to receive any compensation hereunder other than his Annual Salary and
employee benefits as accrued through the effective date of such termination.
▇▇▇▇▇▇▇▇'▇ obligations under Paragraphs 8 and 9 shall continue under the terms
and conditions of this Employment Agreement.
d. Death or Disability. ▇▇▇▇▇▇▇▇'▇ employment pursuant to this
Agreement shall terminate automatically on the date of ▇▇▇▇▇▇▇▇'▇ death or
disability. Upon ▇▇▇▇▇▇▇▇'▇ death or disability, no compensation shall be
payable to ▇▇▇▇▇▇▇▇ under this Agreement except for ▇▇▇▇▇▇▇▇'▇ Base Salary,
bonus amount and employee benefits as accrued through the date of his death or
disability, whichever is applicable, including any employee benefits payable in
the event of ▇▇▇▇▇▇▇▇'▇ death or disability, whichever is applicable. For
purposes of this Employment Agreement, ▇▇▇▇▇▇▇▇ shall be deemed to be disabled
(as medically determined by an independent physician), if for a period of at
least three (3) consecutive months he is unable to perform the essential
functions of his position with Chugach, with or without reasonable
accommodation. For purposes of this Agreement, if ▇▇▇▇▇▇▇▇'▇ employment
terminates by reason of his disability, his employment termination date shall be
deemed to be the last day of the three (3) month period described in this
paragraph.
e. Excess Parachute Payment. In the event that Chugach treats
any portion of ▇▇▇▇▇▇▇▇'▇ payments or benefits hereunder as an "excess parachute
payment" within the meaning of Section 280G of the Internal Revenue Code
("Code") or any comparable provision of state or local tax law, or it is
otherwise asserted (including on an audit of either Chugach or ▇▇▇▇▇▇▇▇) that
any portion of such payments or benefits is such an "excess parachute payment,"
Chugach shall prior to the date on which any amount of excise tax (or penalty or
interest) must be paid in respect thereof, promptly make an additional lump sum
payment in cash to ▇▇▇▇▇▇▇▇ in an amount sufficient, after giving effect to all
federal, state and other taxes and charges (including interest and penalties, if
any) with respect to such payment to make ▇▇▇▇▇▇▇▇ whole for all taxes
(including withholding and social security taxes) imposed under Section 4999 of
the Code, or any comparable provision of state or local tax law, with respect to
the "excess parachute payment" and all associated interest and penalty amounts.
▇▇▇▇▇▇▇▇ shall cooperate in all reasonable respects with Chugach to attempt to
minimize any such tax liability.
f. Miscellaneous. In the event of any termination or attempted
termination hereof: (i) if multiple events, occurrences or circumstances are
asserted as bases for such termination or attempted termination, the event,
occurrence or circumstance that is earliest in time, and any termination or
attempted termination found to be proper hereunder based thereon, shall take
precedence over the others; (ii) no termination of this Employment Agreement
shall relieve or release either party from liability hereunder based on any
breach of the terms hereof by such party occurring prior to the Termination
Date; and (iii) the terms of this Employment Agreement relevant to performance
or satisfaction of any obligation hereunder expressly remaining to be performed
or satisfied in whole or in part at the Termination Date shall continue in force
until such full performance or satisfaction has been accomplished and otherwise
neither party hereto shall have any other or further remaining obligations to
other party hereunder.
g. No Set-off; No Duty of Mitigation. There shall be no right
of setoff or counterclaim, in respect of any actual or alleged claim, debt or
obligation, against any payments or benefits required to be made or provided to
▇▇▇▇▇▇▇▇ hereunder (including, without limitation, pursuant to subparagraphs
10(a) and 10(b)). In the event of any termination of ▇▇▇▇▇▇▇▇'▇ employment under
this paragraph 10, ▇▇▇▇▇▇▇▇ shall be under no obligation to seek other
employment and shall be entitled to all payments or benefits required to be made
or provided to ▇▇▇▇▇▇▇▇ hereunder, without any duty of mitigation of damages and
regardless of any other employment obtained by ▇▇▇▇▇▇▇▇.
11. Injunctive Relief. It is agreed that the services of ▇▇▇▇▇▇▇▇ are
unique and that any breach or threatened breach by ▇▇▇▇▇▇▇▇ of any provision of
this Employment Agreement cannot be remedied solely by damages. Accordingly, in
the event of a breach by ▇▇▇▇▇▇▇▇ of his obligations under this Employment
Agreement, Chugach shall be entitled to seek and obtain interim restraints and
permanent injunctive relief, restraining ▇▇▇▇▇▇▇▇ and any business, firm,
partnership, individual, corporation or entity participating in such breach or
attempted breach. Nothing herein, however, shall be construed as prohibiting
Chugach from pursuing any other remedies available at law or in equity for such
breach or threatened breach, including the recovery of damages and the
termination of the services of ▇▇▇▇▇▇▇▇.
12. Arbitration. Any dispute or controversy arising out of or relating
to this Employment Agreement or any claimed breach hereof shall be resolved, at
the request of either party, by a private arbitration proceeding. The
arbitration proceeding shall be conducted pursuant to the Alaska Uniform
Arbitration Act, AS 09.43.010 - 09.43.180 (the "Act") and the Model Employment
Arbitration Rules (the "Arbitration Rules") of the American Arbitration
Association ("AAA"), each of which is incorporated herein by this reference to
the extent that the Act and the Arbitration Rules are consistent with this
Employment Agreement. The arbitrator shall be an impartial arbitrator qualified
to serve in accordance with the Arbitration Rules. The arbitrator shall be
selected by mutual agreement of the parties. If the parties are unable to agree
to a mutually acceptable arbitrator within twenty-one (21) days of the request
for arbitration, Chugach shall request that the AAA submit a list of seven (7)
arbitrators. After a coin toss to determine who makes the first strike, the
parties shall strike names from the AAA list alternately until the name of one
arbitrator remains. That arbitrator shall be deemed mutually acceptable to both
parties unless the arbitrator is unavailable, in which case the last arbitrator
whose name was struck shall be deemed acceptable to the parties, and so on. The
arbitration hearing shall be held in Anchorage, Alaska, or in such other place
as may be mutually agreed upon by the parties, at a time and location determined
by the arbitrator. Within thirty (30) days of the close of the arbitration
hearing, the arbitrator shall hand down a written decision and award. The
decision shall explain the basis for the arbitrator's award. The arbitrator
shall have authority to interpret and enforce this Employment Agreement, but
shall not have authority to alter, amend or supercede any provision of this
Employment Agreement. The decision and award shall be final and binding on the
parties, subject only to such appeal rights as are available under the Act.
Either party may seek entry of judgment upon such decision and award in any
court having jurisdiction over the parties. The expenses of the arbitration
proceeding shall be borne by Chugach,. Each party shall pay for and bear the
cost of its own experts, witnesses and legal counsel in such arbitration
proceeding.
13. Indemnification.
a. Chugach shall indemnify ▇▇▇▇▇▇▇▇ (as a "protected person")
to the fullest extent permitted by AS 10.25.145 (the terms of which are
incorporated herein by this reference) against all costs, expenses, liabilities
and losses (including, without limitation, attorneys' fees, judgments, penalties
and amounts paid in settlement) reasonably incurred by ▇▇▇▇▇▇▇▇ in connection
with any action, suit or proceeding, whether civil, criminal, administrative or
investigative in which ▇▇▇▇▇▇▇▇ is made, or is threatened to be made, a party to
or a witness in such action, suit or proceeding by reason of the fact that he is
or was an officer or agent of Chugach or of any of Chugach's controlled
affiliates or is or was serving as an officer, trustee, agent or fiduciary of
any other entity at the request of Chugach (a "Proceeding").
b. Chugach shall advance to ▇▇▇▇▇▇▇▇ all reasonable costs and
expenses incurred by him in connection with a proceeding within twenty (20) days
after receipt by Chugach of a written request for such advance, accompanied by
an itemized list of the actual or anticipated costs and expenses and ▇▇▇▇▇▇▇▇'▇
written undertaking to repay to Chugach on demand the amount of such advance if
it shall ultimately be determined that ▇▇▇▇▇▇▇▇ is not entitled to be
indemnified against such costs and expenses. ▇▇▇▇▇▇▇▇ shall periodically account
to Chugach for all such costs and expenses incurred by ▇▇▇▇▇▇▇▇ in connection
with his defense of the proceeding.
c. The indemnification provided to ▇▇▇▇▇▇▇▇ hereunder is in
addition to, and not in lieu of, any additional indemnification to which he may
be entitled pursuant to Chugach's Certificate of Incorporation or Bylaws, any
insurance maintained by Chugach from time to time providing coverage to ▇▇▇▇▇▇▇▇
and other officers and directors of Chugach, or any separate written agreement
with ▇▇▇▇▇▇▇▇. The provisions of this paragraph 13 shall survive any termination
of this Employment Agreement.
14. Amendment and Modification. This Employment Agreement contains the
entire agreement between the parties with respect to the subject matter hereof,
and supersedes any and all prior agreements, arrangements or understandings
between the parties hereto with respect to the subject matter hereof, whether
written or oral. Subject to applicable law and upon the consent of Chugach's
Board of Directors, this Employment Agreement may be amended, modified and
supplemented by written agreement of Chugach and ▇▇▇▇▇▇▇▇ with respect to any of
the terms contained herein.
15. Waiver of Compliance. Any failure of either party to comply with
any obligation, covenant, agreement or condition on its part contained herein
may be expressly waived in writing by the other party, but such waiver or
failure to insist upon strict compliance shall not operate as a waiver of, or
estoppel with respect to, any subsequent or other failure. Whenever this
Employment Agreement requires or permits consent by or on behalf of any party,
such consent shall be given in writing.
16. Notices. All notices, requests, demands and other communications
required or permitted hereunder shall be in writing and shall be deemed to have
been duly given if delivered by hand, sent by registered or certified U.S. Mail,
postage prepaid, commercial overnight courier service or transmitted by
facsimile and shall be deemed served or delivered to the addressee at the
address for such notice specified below when hand delivered, upon confirmation
of sending when sent by fax, on the day after being sent when sent by overnight
delivery or five (5) days after having been mailed, certified or registered,
with postage prepaid:
If to Chugach: If to ▇▇▇▇▇▇▇▇:
-------------- --------------
Chugach Electric Association, Inc. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
P.O. Box 196300 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile:
Attention: Chairman of Board of Directors (▇▇▇) ▇▇▇-▇▇▇▇
or, in the case of either such party, to such substitute address as such party
may designate from time to time for purposes of notices to be given to such
party hereunder, which substitute address shall be designated as such in a
written notice given to the other party addressed as aforesaid.
17. Assignment. This Employment Agreement shall inure to the benefit of
▇▇▇▇▇▇▇▇ and Chugach and be binding upon the successors and general assigns of
Employer. This Employment Agreement shall not be assignable, except to the
extent set forth in paragraph 20.
18. Enforceability. In the event it is determined that this Employment
Agreement is unenforceable in any respect, it is the mutual intent of the
parties that it be construed to apply and be enforceable to the maximum extent
permitted by applicable law.
19. Applicable Law. This Employment Agreement shall be construed and
enforced in accordance with the laws applicable to contracts executed, delivered
and fully to be performed in the State of Alaska.
20. Beneficiaries: Executive's Representative. ▇▇▇▇▇▇▇▇ shall be
entitled to select (and to change, from time to time, except to the extent
prohibited under any applicable law) a beneficiary or beneficiaries to receive
any payments, distributions or benefits to be made or distributed hereunder upon
or following ▇▇▇▇▇▇▇▇'▇ death. Any such designation shall be made by written
notice to Chugach. In the event of ▇▇▇▇▇▇▇▇'▇ death or of a judicial
determination of ▇▇▇▇▇▇▇▇'▇ incompetence, references in this Employment
Agreement to ▇▇▇▇▇▇▇▇ shall be deemed, as appropriate, to refer to his
designated beneficiary, to his estate or to his executor or personal
representative ("▇▇▇▇▇▇▇▇'▇ Representative") solely for the purpose of providing
a clear mechanism for the exercise of ▇▇▇▇▇▇▇▇'▇ rights hereunder in the case of
▇▇▇▇▇▇▇▇'▇ death or disability.
IN WITNESS WHEREOF, the parties have executed this Employment Agreement
to be effective on and as of the day and year first above written.
CHUGACH ELECTRIC ASSOCIATION, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chairman
Date: April 27, 2004
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Date: May 5, 2004
CHUGACH ELECTRIC ASSOCIATION, INC.
BOARD POLICY: 106 Date: June 18, 2003
DELEGATIONS OF AUTHORITY
FROM THE BOARD OF DIRECTORS TO
THE CHIEF EXECUTIVE OFFICER
I. OBJECTIVE
To define the delegations of authority from the Board of Directors to
the Chief Executive Officer to enable adequate direction of the
operations of the Association and to report to the Board on the results
achieved.
II. CONTENT
A. Planning
1. Policies
To formulate with his/her staff, as appropriate, the
Board policies to be recommended to a committee of
the Board for their consideration and to participate
with the Board Operations Committee and the Board in
the development of Board policies. To formulate, in
consultation with the Board of Directors and staff,
the Operating Policies of the Association. Such
policies shall be reviewed by the Chief Executive
Officer as periodically necessary and a report made
to the Board or a Board Committee.
2. Objectives
To develop, in consultation with the Board of
Directors and staff, goals and objectives of the
Association for presentation to and approval by the
Board of Directors. To review annually these goals
and objectives, as well as the results achieved.
3. Short-Range and Long-Range Plans
a. To conduct studies, with staff and outside
consultants if necessary, and recommend to
the Board of Directors short-range and
long-range plans, including plans in
such areas as power supply, power
requirements and load forecasts, need for
generation and transmission facilities,
procurement of fuel, financing, energy
management and marketing, member and
public relations, materials management,
construction, etc., and to report to the
Board on results achieved compared to such
plans.
4. Membership Meetings
To develop, with staff, plans for annual and other
meetings of the Members and to make appropriate
recommendations to the Board of Directors.
5. Annual Work Plans and Budgets
To formulate, with staff, annual work plans and
budgets for the Association and recommend them to the
Board for their consideration and approval and to
provide detailed reports monthly on revenue, expenses
and other results compared to such plans.
6. Legislation
To analyze and determine with staff, state and
federal legislative and regulatory matters to be
proposed, supported, or opposed consistent with
established Board policy. Reports will be submitted
to the Board on a regular basis.
7. Retail and Wholesale Rates and Service Rules and
Regulations
To periodically study and analyze the Association's
retail and wholesale rates and service rules and
regulations and make appropriate recommendations to
the Board.
B. Organization
1. Organizational Structure
a. To periodically review activities of the
Association and to determine, with staff,
the organizational structure best suited to
carry out the overall objectives of the
Association, within the limitations of the
budget and Board Policy and priorities.
b. To determine, with the appropriate staff
members, the need for additional positions,
the transfer, reassignment, or elimination
of present positions, and to effect such
changes, provided they are within the
limitations of the personnel costs of the
approved budget. Reports should be made
annually to the Board, or a committee of the
Board, on the number of positions by
organizational units as compared to previous
years.
2. Selection of Personnel
a. To develop or approve standards and
qualifications for use in recruitment,
transfer and promotion of personnel. Such
standards and qualifications should meet all
federal and state legal requirements.
b. To hire, transfer, promote, and terminate
personnel.
3. Training
a. To ensure that the Association staff is
trained in accordance with the requirements
of their positions.
b. To initiate and promote, through staff,
appropriate management, professional and
technical training programs for all
personnel within the limitations of the
approved budget and Board policy, including
sending personnel to appropriate training
programs outside the organization.
4. Performance Appraisals
a. To appraise, at least annually, the
performance of the immediate staff and to
counsel with them and assist them to develop
and improve.
b. To ensure that an annual performance
appraisal program is established and carried
out for all personnel.
5. Position Descriptions
To ensure that written position descriptions and job
specifications are prepared and reviewed annually for
all personnel. Such completed descriptions will not
require Board approval.
6. Fringe Benefits
To administer or approve activities and actions with
respect to vacations, holidays, sick leave and other
fringe benefit programs for the employed personnel
within established policies, within the limitations
of the budget, and as provided in collective
bargaining agreements. A report shall be presented
annually to the Board or a committee of the Board
describing the various benefits and the employee and
employer contribution, if any, and what percent
fringes are of payroll.
7. Overtime
To ensure that overtime is controlled and to report
annually to the Board on overtime as a percent of
payroll compared to previous years and the results of
the efforts to control this expense.
8. Consultants
To select and retain consultants, other than the firm
performing the independent financial audit. The
selection of any consultants working in areas which
affect the functions of the Board requires the
approval of the Board.
9. Wage and Salary Administration
a. To develop a systematic wage and salary plan
for non-bargaining unit employees and
present it to the appropriate committee of
the Board of Directors for its review and
for them to make an appropriate
recommendation to the Board regarding its
approval.
b. To determine all salary adjustments, except
the Chief Executive Officer's, within the
Board-approved wage and salary plan and
policy and within the limitations of the
budget. A report is to be provided to the
Board annually on the administration of the
wage and salary plan.
c. To evaluate new positions and reevaluate
existing positions. If their
responsibilities and authorities
substantially change, and if appropriate,
place these positions in the Board-approved
wage and salary plan.
d. To conduct labor surveys, as necessary, to
determine wages and salaries paid for
comparable jobs in the area in which the
Association recruits personnel, and make
recommendations to a committee of the Board
of Directors on any revisions required in
the wage and salary plan for non-bargaining
unit employees, taking into account the
financial condition of the Association.
10. Labor Relations
a. To negotiate bargaining unit contracts and
make appropriate recommendations to the
Board.
b. To administer the approved labor contracts
and see that appropriate managers and
supervisors understand the provisions of the
contracts and their administration.
11. Employee Relations
To ensure that two-way communication between
employees and management is established providing
opportunities for feedback and employee involvement
and participation as appropriate.
C. Operations
1. Overall Administration
a. To direct and manage the day-to-day
operations and activities of the Association
in accordance with the policies of the Board
of Directors and in accordance with all
contracts and lending institution policies
and procedures, as well as applicable
federal, state and local laws.
b. To delegate appropriate authority to
immediate staff and authorize further
delegation of authority to any level of
management with full recognition that the
Chief Executive Officer cannot be relieved
of overall responsibility or any portion of
accountability.
c. To designate an appropriate person to serve
as Acting Chief Executive Officer in the
absence of the Chief Executive Officer.
d. To ensure that staff advice and assistance
is available to the Board of Directors and
its committees.
e. To accept invitations to participate in or
designate other staff members to participate
in national, state and local meetings which
further the best interest of the
Association, within the limitations of Board
policy and the approved budget.
Participation by the Chief Executive Officer
in such activities which requires
considerable time over a sustained period
requires approval of the Board.
f. To determine the transportation needs of the
Association, with the understanding that the
number of company-owned or leased cars
individually assigned to employees will be
minimized, and a pool of company-owned or
leased cars will be utilized, and both
activities will be accomplished in the most
economical and practical extent possible.
Such company-owned or leased cars shall be
used only for trips that are primarily
official business.
g. To serve as the authorized spokesperson for
the Association on major issues impacting
the Association and to keep the Board up to
date and well informed on such issues.
2. Membership Services
To direct appropriate and efficient membership
services in such areas as, but not necessarily
confined to, public and member relations, load
management, energy conservation, marketing
communications, and research.
3. Legislation
a. To develop and carry out, consistent with
Board policy 121, a legislative program
furthering the Association's objectives and
policies. Such a program will include, but
not be limited to, research, preparation of
testimony, presentation of testimony before
appropriate committees, consultation with
members of Congress, the state legislature,
and state and federal administrative and
regulatory agencies.
b. To participate with allied groups to obtain
their increased understanding and support of
the Association's legislative and regulatory
objectives and programs.
4. Financial
a. To administer the approved budget, including
approval of non-budgeted items or budget
changes of not more than $1,000,000 or all
non-budgeted items which, in his or her
judgment, are vital to effect unanticipated
emergency maintenance or repairs.
Non-budgeted items or budget changes
exceeding $500,000 must be reported to the
Board of Directors.
b. To invest or reinvest funds, cash
investments when due, and cash government
bonds when, and if, necessary to protect the
Association's cash position, and to carry
out an effective cash management program.
c. To authorize and approve the travel expenses
of personnel, except the Chief Executive
Officer's, on company business within the
limitations of the budget and within
established policy. All such expenses shall
be supported by itemized expense accounts
with receipts attached, as appropriate.
Expenses of the Chief Executive Officer will
be approved by the Chairman of the Board or
the Treasurer of the Board prior to payment.
d. To approve accounting systems, procedures,
statistics and types of reports necessary
for sound financial management of the
Association, and to meet the requirements of
lending and regulatory agencies and for
necessary control, information required by
the Board of Directors.
e. To purchase all equipment, vehicles,
hardware, furniture, materials, and supplies
within the limitations of the budget and
Board policy. All purchases shall comply
with applicable Association bylaws, policies
and procedures. All purchases of major
equipment or large quantities of materials
for generation, transmission and substations
shall be via competitive bids when feasible.
f. To negotiate and approve contracts for
construction in accordance with applicable
Association procedures. Contracts in excess
of $1,000,000 (net to the Association) shall
be submitted to the Board for approval.
g. To approve purchase orders and contracts,
including cumulative changes, if $1,000,000
or less (net to the Association) for
previously Board-approved projects and
report on all active purchase orders and
contracts over $250,000 (gross) each
quarter. Purchase orders and contracts
exceeding $1,000,000 (net to the
Association) will be brought to the Board
for approval prior to any commitments or
expenditures being made.
h. To approve change orders on purchase orders
and contracts previously Board-approved, if
the cumulative value of the changes is less
than 15% of the original value. Change
orders exceeding 15% of the original Board
approved contract value or which cause the
original value to exceed $1,000,000 (net to
the Assocation) will be brought to the Board
for approval prior to any commitments or
expenditures being made.
i. To determine insurance coverages required
for effective risk management and to
negotiate purchase of such coverages within
the limitations of the budget and Board
policy.
j. To authorize individual memberships in civic
clubs and organizations and company
memberships in local organizations in which
membership would be helpful and to authorize
payment of dues by the Association within
the limitations of the budget and
established Board policy.
k. To ensure that an internal auditing function
is in place to carry out necessary studies
with reports to the Board by the Chief
Executive Officer on the results of such
studies as appropriate.
l. After authorization of a bond issuance by
the Board, to ensure that the documentation
necessary for the issuance of bonds is
prepared, and to carry out negotiations with
financing institutions for the sale of such
bonds striving to achieve the lowest cost
financing and to obtain approvals as are
necessary for the sale thereof.
m. Subject to Subsections (f) and (g) above:
To negotiate and execute all documents
relating to the purchase, use, sale,
lease, or other transactions affecting
real property, to exercise the power
of eminent domain to acquire for
projects described in an approved budget
property which the Association has been
unable to obtain by negotiation; to execute
and deliver all environmental studies and
reports; to make application for all
permits relating to the operations of
the Association; to design, route and
determine the site for all facilities
within the limitations of Board policy and
the budget.
n. To perform all acts necessary or incidental
to the management of the operations of the
Association, unless such acts are
specifically reserved to the Board pursuant
to law, the Association's articles of
incorporation and bylaws, or Board policies.
5. Control
a. Operations
To submit periodic and special reports to
the Board of Directors on conformity of
operations with approved policies and
programs and recommend any revisions
requiring Board approval and to direct any
remedial action required.
b. Finances
To submit periodic and special financial
reports to the Board to keep them informed
of the Association's financial position and
conformance to financial plans and
forecasts, and to see that all persons
having access to cash or responsible for
purchasing of materials are properly bonded
in accordance with all requirements of the
lending agencies.
c. Budgets
To report monthly to the Board on revenues
and expenditures compared to budget. To
recommend any revisions required, and to
direct any necessary remedial action.
d. Annual Financial Audit
To participate with the Board in the review,
with the auditor present, of the annual
financial audit and management letter. To
direct any remedial action required and to
ensure that the management letter, along
with the Audit Report, is sent to each Board
member prior to the meeting at which they
are to be discussed.
e. Materials Management
1. To determine the amount of, and
establish proper control of, all
physical inventories to minimize
investment in inventories needed to
meet operating and construction
needs.
2. To ensure that a system is
established to accurately account
for all materials used.
f. Member Complaints
To submit periodically to the Board of
Directors an analysis of Member complaints
and to take any corrective action required
or to recommend appropriate revisions in
Board policy.
g. Reliability of Service
To submit annually to the Board a report on
service reliability and any remedial action
taken.
h. Availability of Power Supply
To report periodically to the Board on load
growth compared to availability of power and
to recommend plans to meet anticipated
growth to ensure an adequate and reliable
supply for the Member at the lower possible
costs consistent with sound business and
management practices.
i. Power Costs
To continually study power costs compared to
projections and to recommend to the Board,
as far in advance as possible, any changes
in power costs necessary to maintain
financial strength and stability and to meet
all requirements of lending and regulatory
agencies.
j. Loss Control
To ensure that a loss control program is
carried out to minimize and control losses
due to accidents, environmental hazards and
other risks.
k. Member Meetings
To report to the Board on the effectiveness
of annual and other member meetings with
recommendations on improvements which can be
made.
III. RESPONSIBILITY
A. The Chief Executive Officer shall report to the Board
periodically on how these delegations are being carried out.
Further delegations to the Chief Executive Officer may be made
as required.
The Chief Executive Officer may delegate any of the foregoing
authorities to the Acting Chief Executive Officer or other
staff and the Acting Chief Executive Officer may act in any or
all of these responsibility areas in the absence of and when
designated to act for the Chief Executive Officer. The Chief
Executive Officer is solely responsible for and accountable to
the Board for the foregoing delegations of responsibility.
B. The Board of Directors is responsible for approving any
changes in the delegations to the Chief Executive Officer .
The Chairman of the Board shall be responsible for ensuring
that the performance of the Chief Executive Officer is
appraised each year by the Operations Committee of the Board
and that a written report is made to the full Board on or
before the second Board meeting in March of each year, but no
later than April 23, on the results of such appraisal,
including a recommendation on a salary adjustment when
appropriate, and that the results of such appraisal are
discussed with the Chief Executive Officer.
Date Approved: June 18, 2003 Attested: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Secretary of the Board
CHUGACH ELECTRIC ASSOCIATION, INC.
BOARD POLICY: 107 Date: June 18, 2003
BOARD OF DIRECTORS - CHIEF EXECUTIVE OFFICER RELATIONSHIP
I. OBJECTIVE
To establish the policy governing the basic relationship between the
Board of Directors and the Chief Executive Officer, including the
principles involving the delegation of authority.
II. CONTENT
The Board of Directors of the Association recognizes, establishes, and
maintains the following guidelines in their relationship with the Chief
Executive Officer:
A. It is recognized that good management is the most important
factor in the success of the Association. This includes a
strong and effective Board, Chief Executive Officer and staff,
as well as dedicated and capable employees. In exercising its
responsibilities, the Board of Directors reserve their
authority to establish policies, approve plans and programs
and delegate authority to their Chief Executive Officer,
except those that are by law, the Articles of Incorporation
and Bylaws, conferred upon or reserved to the members.
B. The Board of Directors recognize their responsibility and
their need to establish policies, approve plans and programs,
appraise results achieved and delegate authority to the Chief
Executive Officer to execute and carry out their plans,
programs and policies. The Chief Executive Officer shall,
among other things, be responsible for the hiring of capable
personnel within the limitations of Board policy and budget
constraints, determining compensation within the approved wage
and salary plan and policy, training, supervising and
terminating if necessary.
C. All policies of the Board of Directors shall be adopted at
regular or special Board meetings acting collectively as a
Board. The Chief Executive Officer is delegated the
responsibility of carrying out such policies and reporting
back to the Board on the results achieved.
D. The Board recognizes that should any Director undertake in
private conversation with others to make commitments for the
Board of Directors, unless directed officially by the Board,
that Director becomes involved in a serious breach of policy
that might disrupt the entire organization. The Board member
shall be subject to reprimand from his or her fellow Board
members should he/she attempt to make commitments unofficially
for the Board.
E. The Board of Directors shall refrain as individuals from
discussing management and personnel problems with personnel of
the Association. The Board of Directors, in consultation with
the Chief Executive Officer, may confer with key personnel at
regular or special meetings of the Board.
F. The "flow" of authority for the management of the Association
shall be through the Board of Directors to the Chief Executive
Officer. The Board of Directors shall require full, complete
and timely information from the Chief Executive Officer
concerning pertinent matters in connection with the management
of the Association as set forth in Board Policies.
G. The Board of Directors recognize that efficient management
of the Association can exist only through mutual
understanding and complete cooperation between the Board of
Directors and the Chief Executive Officer. The Chief
Executive Officer is expected to produce results and give
an account to the Board of Directors for his or her
stewardship. His or her performance cannot be of the best
unless he or she is given latitude to exercise independent
judgment in executing policies of the Board of Directors.
The Board of Directors acknowledges that obligation and
gives the Chief Executive Officer that latitude of
judgment and discretion, and expects faithful performance
in carrying out all of the policies of the Board of Directors.
H. The Board of Directors recognize their responsibility for the
employment of a Chief Executive Officer, and further, the
additional responsibility for a systematic annual appraisal,
no later than April 23 each year, of the Chief Executive
Officer's performance in order that growth, development and
effective improvements are encouraged.
I. The Chief Executive Officer may only be terminated in
accordance with the contract between the Chief Executive
Officer and the Board.
III. RESPONSIBILITIES
A. The Chairman of the Board shall be responsible for bringing
the attention of the Board members to non-adherence to this
policy.
B. The Board of Directors shall be responsible for seeing that
the performance of the Chief Executive Officer is appraised
each year by the Operations Committee, which will make a
written report to the full Board on or before the second Board
meeting in March of each year, but no later than April 23,
including a recommendation on a salary adjustment when
appropriate. Once reviewed with the Board, a written report
should be made to the Chief Executive Officer and discussed
with him or her.
Date Approved: June 18, 2003 Attested: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Secretary of the Board
CHUGACH ELECTRIC ASSOCIATION, INC.
BOARD POLICY: 118 Date: June 18, 2003
DELEGATION OF CERTAIN OF THE SECRETARY OF THE BOARD'S AND TREASURER OF THE
BOARD'S DUTIES TO THE CHIEF EXECUTIVE OFFICER
I. OBJECTIVE:
To specify certain duties of the Secretary of the Board and the
Treasurer of the Board which are delegated to the Chief Executive
Officer, and to supplement the Chief Executive Officer's title
accordingly.
II. CONTENT:
Article VI, Section 8 of the Association's bylaws provides that the
Board may delegate one or more of the duties of the Secretary of the
Board and/or of the Treasurer of the Board to others. By this policy
the Board specifies the duties so delegated and establishes certain
standards and conditions governing these delegations:
A. The duties hereinafter specified are delegated to the Chief
Executive Officer. The Chief Executive Officer may further
delegate these duties to his/her staff, but he/she shall not
be relieved of full accountability for their proper execution.
B. Certain of the Secretary of the Board's duties as set forth in
Article VI, Section 6 of the Association's bylaws are so
delegated as described below:
1. Recording the minutes of the board or member
meetings. However, if the Secretary of the Board is
present at such meetings, this shall be done under
his/her supervision and direction, and the Secretary
of the Board shall be responsible for their accuracy
and shall sign them after they are duly approved.
2. Giving notice of board or member meetings. However,
if the Secretary of the Board so desires, the
Secretary of the Board shall approve the form and
wording of any notice of a special board or member
meeting, in which case such notice shall be sent over
his/her name as Secretary of the Board. The Chief
Executive Officer shall notify the Secretary of the
Board that such a notice is to be given so as to
afford him/her an opportunity to exercise the
prerogative above stated.
3. Serving as custodian of the Association's records and
its official seal. The Secretary of the Board shall,
however, affix or personally supervise the affixing
of the official seal to any document if so required
by law or board resolution.
4. Keeping a register of the names and addresses of all
members.
5. Signing the membership certificates, but only if the
Board has authorized such signing by his/her
facsimile signature.
6. Having general charge of the Association's books in
which a record of the members is kept.
7. Keeping on file copies of the Association's Articles
of Incorporation and Bylaws and being responsible for
furnishing copies thereof to members upon their
request.
8. In general, performing all duties incident to the
office of Secretary of the Board, and such other
duties as from time to time may be assigned by the
Board of Directors.
C. Certain of the Treasurer of the Board's duties as set forth in
Article VI, Section 7 of the Association's bylaws are
delegated to the Chief Executive Officer as described below:
1. Being in charge and having custody of, and being
responsible for, all funds and securities of the
Association. However, the Chief Executive Officer's
duties, responsibilities and authorities in this
respect may be limited or conditioned as otherwise
resolved by the Board, either from time to time or by
separate policy governing the subject.
2. Receiving, receipting, depositing and investing
monies received by the Association. However, the
Chief Executive Officer's duties, responsibilities
and authorities with respect to deposit institutions
and investments shall be within the limitations of
Board policy.
3. In general, performing all the duties incident to the
office of Treasurer of the Board and such other
duties as from time to time may be assigned by the
Board of Directors.
D. The Chief Executive Officer shall also have the titles of
Assistant Secretary of the Board and Assistant Treasurer of
the Board, but these titles need not be stated on the
Association's stationery or other identifying papers, ink
stamps, documents, etc., except when appropriate in the
execution of the duties herein delegated.
III. RESPONSIBILITIES:
It shall be the responsibility of the Board of Directors to administer
this policy.
Date Approved: June 18, 2003 Attested: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Secretary of the Board
CHUGACH ELECTRIC ASSOCIATION, INC.
Anchorage, AK
Position Description
CHIEF EXECUTIVE OFFICER
I. SUMMARY
The Chief Executive Officer develops a vision and the corresponding business
plans for meeting the future challenges and opportunities facing the
Association. Subject to approval by the Association's Board of Directors, the
Chief Executive Officer prepares and implements the approved business plans and
policies of the Association through effective leadership, management, delegation
and other means. The Chief Executive Officer manages, administers and
coordinates the business activities and operations of the Association
accordingly. The Chief Executive Officer reports to the Board and advises the
Board regarding all aspects of the operations and activities of the Association.
In carrying out the responsibility for the overall success of the Association,
the Chief Executive Officer is responsible for the selection of key executives;
delegates authority to responsible executives and holds them accountable for
agreed-upon results; establishes and monitors appropriate controls and
performance measures; maintains an organizational structure and operating
climate which encourages all employees to perform effectively; and continually
reassesses plans and goals to determine their pertinence under varying
conditions.
II REPORTING RELATIONSHIPS
A. Reports to: Board of Directors
B. Supervises: Executive Assistant to the General Manager
Sr. Vice President, Power Delivery & Chief of Staff
Sr. Vice President, Energy Supply
Sr. Vice President, Administration
Chief Financial Officer
Vice President, Human Resources
General Counsel
C. Subject to the terms of employment agreement(s) entered into by the
Board of Directors and the Chief Executive Officer, if any, the Chief
Executive Officer serves the Association at the pleasure of the Board
of Directors. The Chief Executive Officer carries out the delegations
of the board, the board policies and other assignments as directed by
the board in managing the operations of the Association.
III. IMPORTANT SKILLS
A. INNOVATION AND ADAPTABILITY. The Chief Executive Officer should
be able to function effectively within the framework of a
cooperative non-profit utility mission statement, while acting
with some of the attributes of an investor owned utility. The
Chief Executive Officer should be innovative; i.e., the Chief
Executive Officer should have the ability to "think outside of the
box" in finding effective solutions to the challenges and
opportunities facing the Association. The Chief Executive Officer
should be able to quickly adapt to changing circumstances with a
high degree of tolerance for the stress caused by conflicting
organizational, personnel and societal constraints. The Chief
Executive Officer should have the ability to perform under
pressure.
B. LEADERSHIP SKILLS. The Chief Executive Officer should have
outstanding leadership skills. The Chief Executive Officer should
excel in motivating, guiding and training employees to achieve the
Association's objectives. Among other things, the Chief Executive
Officer should have the ability to convey to staff the Chief
Executive Officer's vision for the growth and success of the
Association as well as its policies and objectives in order to
maximize attainment of those policies and objectives.
C. TEAM-BUILIDING SKILLS. The Chief Executive Officer should possess
strong team-building and team-management skills. The Chief
Executive Officer should have the ability to effectively delegate
decision-making authority to subordinates.
D. GOAL-SETTING SKILLS. The Chief Executive Officer should have the
ability to translate, develop and establish goals compatible with
general courses of direction set by the Board of Directors. The
Chief Executive Officer should have the ability to establish
specific short and long-range targets that are achievable and
realistic in the Alaska business climate in which the Association
operates.
E. LABOR RELATIONS SKILLS. The Chief Executive Officer should have a
good understanding of the principles of human resource management
and labor relations administration, including employee motivation,
collective bargaining and contract administration. The Chief
Executive Officer should have the ability to deal effectively with
sometimes adversarial labor relations situations.
F. OTHER SKILLS. The Chief Executive Officer should have strong
skills in the areas of management, written and oral
communications, government relations, financial analysis, business
law and strategic planning. The Chief Executive Officer should be
a good public speaker. The Chief Executive Officer should have
the ability to earn and maintain the support and confidence of a
broad range of constituents including local and national
utilities, local businesses, members/owners and employees. Among
other things, the Chief Executive Officer should have the ability
to recognize and take advantage of growth and development
opportunities for the Association.
IV. IMPORTANT EXPERIENCE
A. EDUCATION. BA/BS degree required; advanced degree preferred.
Additional advanced training in engineering, finance, accounting,
statistics and economics relating to utility management is highly
desirable.
B. INDUSTRY EXPERIENCE. Fifteen years experience in management in the
electric utility industry, including at least five years senior
management experience is preferred. The Chief Executive Officer
should understand generation, transmission and distribution of
electric power. Knowledge of the Alaska electrical utility
industry is highly desirable. Alternatively, other management
experience outside the electric utility industry may be considered
if the candidate has truly outstanding skills in the areas of
leadership, team building, goal setting and labor relations.
C. MANAGEMENT EXPERIENCE. The Chief Executive Officer should have
substantial experience in the areas of organizational management,
board relations, government relations, labor relations, human
resource management, finance and marketing. The Chief Executive
Officer must have a proven record of career success and major
accomplishments with current or former employers.
D. COMMUNITY EXPERIENCE. The Chief Executive Officer should be well
rounded and involved in the community. The Chief Executive Officer
should bring to this position substantial prior leadership
experience in civic, charitable or community organizations.
V. ESSENTIAL JOB FUNCTIONS - INTERNAL RELATIONSHIPS
1. Conducts studies, with staff and outside consultants if necessary,
and recommends to the board of directors short-range and
long-range plans, including plans in such areas as power supply,
power requirements and load forecasts, need for generation and
transmission facilities, procurement of fuel, financing, energy
management and marketing, member and public relations.
2. Develops, in consultation with the Board of Directors and staff,
goals and objectives of the Association for presentation to and
approval by the Board of Directors.
3. Formulates with his/her staff, as appropriate, the Board policies
to be recommended to a committee of the Board for their
consideration and participates with the Board Operations Committee
and the Board in the development of Board policies. Formulates, in
conjunction with staff, the Operating Polices of the Association.
4. Consults and advises the board on matters pertaining to policies,
plans, programs, the need for facilities, financing and operating
requirements and other areas. Keeps the Board fully informed on
the end results of the operations and carries out approved
policies, plans and programs. Seeks advice and obtains necessary
approvals.
5. With the President of the board, prepares the agenda for the Board
and Board Committee Meetings and guides deliberations of those
bodies.
6. Establishes and maintains a sound plan of organization that will
provide the proper framework for accomplishing the Association's
mission and objectives.
7. Develops, generates and maintains team spirit and enthusiasm
throughout the organization by appropriate delegation,
communication, recognition of accomplishments, job enrichment,
training and development, counseling and by advancement according
to merit, interest and ability.
8. Delegates to key executives authority and responsibility for
attaining objectives and for implementing approved policies.
9. Establishes effective controls that will measure the performance
of key executives.
10. Develops positive labor-management relations and formulates
policies and strategies for collective bargaining.
11. Provides for a constant review of the Association's operating
performance in such areas as generating unit efficiency and
availability, system operations, load and sales trends, revenue,
construction projects, preservation and utilization of assets and
work force productivity.
12. Oversees the fiscal affairs of the Association, including
composition of the capital structure, financing arrangements and
margin requirements.
13. Creates within the organization, through personal leadership, a
sense of commitment and an environment conducive to obtaining the
best efforts of all employees.
14. Ensures the continuing visibility of the Association through a
program of executive development and management succession
planning at all key levels in the Association.
15. Keeps abreast of current issues and concerns of Chugach
members/owners.
16. Encourages staff and employees to recognize and accept
responsibilities to the Association's members/owners. Conducts and
implements programs to promote the efficient use of electric
energy.
VI. ESSENTIAL JOB FUNCTIONS - EXTERNAL RELATIONSHIPS
1. Serves as the key representative for the Association promoting the
Association's programs and services, area economic development,
providing information and education to the members/owners, the
public, civic, charitable and community organizations and city and
state government. Resolves problems and develops effective working
relationships.
2. Stays abreast of important local, statewide and national issues.
3. Participates in meetings outside of the Association and serves on
committees, and carries out other activities, which represent the
best interest of the Association.
4. Members/Owners: Maintains open channels of communication with the
membership, resolves problems, and keeps member-owners informed
about Association ideals, objectives policies and progress.
5. Auditors, Consultants and Vendors: Obtains advice and assistance
from the Association's auditors, consultants and vendors. Reviews
and evaluates their services.
6. Alaska Power Association (APA): Maintains relationships and
participates in various programs that are beneficial to the
Association.
7. National Rural Electric Cooperative Association (NRECA): Obtains
advice and assistance from NRECA. Participates in various
programs.
8. Banks and Investment Brokers: Establishes and evaluates services
provided by the Association's banks and investment brokers.
Negotiates contracts and fees for services.
9. General Public and Community Organizations: Represents the
Association at public and at civic, charitable and community
functions and projects.
10. Regulatory Commission of Alaska: Maintains an effective working
relationship with the Regulatory Commission of Alaska.
11. Other Utilities: Maintains effective working relationships with
other utilities, including wholesale customers of the Association.
12. Elected Representatives: Maintains effective relationships with
local, state and national elected representatives.
Accepted by: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Date: May 5, 2004
Chief Executive Officer
Approved by: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Date: April 27, 2004
Board of Directors
Reviewed by: /s/ ▇▇▇▇ ▇▇▇▇▇ Date: April 26, 2004
Vice President, Human Resources
