senate Bill S1839

2011-2012 Legislative Session

Enacts small business utility boards act to advocate for small business interests

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Archive: Last Bill Status - In Committee


  • Introduced
  • In Committee
  • On Floor Calendar
    • Passed Senate
    • Passed Assembly
  • Delivered to Governor
  • Signed/Vetoed by Governor

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Actions

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Assembly Actions - Lowercase
Senate Actions - UPPERCASE
Jan 04, 2012 referred to corporations, authorities and commissions
Jan 13, 2011 referred to corporations, authorities and commissions

Co-Sponsors

S1839 - Bill Details

Current Committee:
Law Section:
Public Services
Versions Introduced in 2009-2010 Legislative Session:
S3313

S1839 - Bill Texts

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Enacts the "Small Business Utility Boards Act"; creates one small business utility board as a not-for-profit corporation in each utility service area; promotes adequate representation of small business utility consumers; assists such consumers in complaint proceedings brought before government agencies; provides for the powers, functions and duties of such corporation.

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BILL NUMBER:S1839

TITLE OF BILL:
An act
creating not-for-profit small business utility boards to advocate
small business utility consumer
interests

SUMMARY OF PROVISIONS:
This bill creates not-for-profit corporations to be known as the Small
Business Utility Board, Inc.
in the service areas of the nine major electric and gas utilities and
three major telephone utilities.
The Boards are charged with representing the interests of small
business in electricity, gas, and telephone rate making proceedings
before the PSC, as well as before regulatory agencies.

Membership is open to all small businesses (as defined in the bill) in
each of the designated utility service areas. Membership dues will be
at least $10 per year. The corporations are authorized to solicit
member- ship through enclosures in utility billing envelopes no more
than four times each year and within certain printing and weight
limitations.

The Board of Directors of each corporation shall consist of twelve
small business owners/operators. Terms shall be for three years, and
election of one third of the Board shall take place annually. The
Board of Directors may nominate candidates for election, and
interested members may seek nomination through a petition process.

The Board must approve an annual budget for the corporation, and make
an annual report to the members. The Board is authorized to hire such
staff as is deemed necessary to fulfill these mandates.

Provisions are made for the dissolution of each corporation in the
event membership levels are insufficient to support continued
operation of the corporation.

JUSTIFICATION:
Over the past few years industrial and residential
utility customers have increased their representation at regulatory
proceedings before the Public Service Commission (PSC). Yet small
business (or small commercial class), utility consumers have not
become active participants. While there are private groups to
represent industrial and residential customers, and the Consumer
Protection Board and the Department of Law intervene on behalf of
residential customers, rarely is the small business voice heard. A
search through recent rate increase
hearings for four major electric utilities found not one person or
group intervening on behalf of New York's small business community.

Small businesses are no different than any other class of utility
customer in that they too, depend on a steady and reasonable priced
supply of energy for their livelihood. It is no secret that customers
that are actively represented in rate making cases are able to
structure a negotiated result and those who are not represented often


end up bearing a disproportional share of the burden. Studies by J.
W. Wilson and Associates (for the U.S. Small Business
Administration) and Cabot Consulting Group (for the National
Federation of Independent Business) stress the lack of representation
of small businesses before regulatory bodies as the prime reason for
the higher rates paid by this customer class. Small Businesses do not
currently have the resources to organize effectively to represent
themselves before the PSC. Therefore, setting up private,
not-for-profit Small Business Utility Boards governed and supported
by the small business community in different utility service areas
of the State would provide small business with a much-needed voice
before the PSC at no cost to the State.

FISCAL IMPLICATIONS:
03/16/10 Referred to Corporations, Authorities & Commissions
06/03/10 Reported and Committed to Finance
01/06/10 Referred to Corporations, Authorities & Commissions

FISCAL IMPLICATIONS:
None to the State.

EFFECTIVE DATE:
This act shall take effect immediately.

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                    S T A T E   O F   N E W   Y O R K
________________________________________________________________________

                                  1839

                       2011-2012 Regular Sessions

                            I N  S E N A T E

                            January 13, 2011
                               ___________

Introduced by Sens. OPPENHEIMER, DIAZ -- read twice and ordered printed,
  and  when  printed  to  be committed to the Committee on Corporations,
  Authorities and Commissions

AN ACT creating not-for-profit small business utility boards to advocate
  small business utility consumer interests

  THE PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND  ASSEM-
BLY, DO ENACT AS FOLLOWS:

  Section 1. The Small Business Utility Boards Act is enacted to read as
follows:
                     SMALL BUSINESS UTILITY BOARDS ACT
Section  1. Short title.
         2. Legislative intent.
         3. Definitions.
         4. Creation of corporation; membership.
         5. Duties, rights and powers of the corporation.
         6. Notification of impending proceedings.
         7. Judicial  review of regulatory agency decisions; enforcement
              actions.
         8. Funding of the corporation.
         9. Board of directors.
        10. Duties of the board of directors.
        11. Appointment of interim board of directors.
        12. Election of directors.
        13. Qualifications of candidates.
        14. Statement of personal background and positions.
        15. Election procedures.
        16. Installation of elected candidates.
        17. Recall of directors.
        18. Vacancies.
        19. Officers.
        20. Annual membership meeting.

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.
                                                           LBD06327-01-1

S. 1839                             2

        21. Miscellaneous provisions.
        22. Dissolution of corporation.
        23. Corrupt practices and conflicts of interest.
        24. Penalties.
        25. Applicability of the not-for-profit corporation law.
        26. Construction.
        27. Severability.
  Section  1.  Short  title. This act shall be known and may be cited as
the "Small Business Utility Boards Act".
  S 2. Legislative intent. The legislature hereby declares that adequate
and affordable utility service to  small  businesses  in  the  state  is
necessary  to  guarantee  stability  and foster growth in this important
sector of our economy. Small businesses are responsible for the creation
of most of the new employment opportunities in  this  state,  and  their
continued existence and productivity is in the interest of the state and
its  citizens.  It  is  the policy of this state to foster and encourage
active participation by small  businesses  in  utility  matters  and  to
facilitate  effective  representation  and  advocacy  of their interests
before regulatory agencies, the legislature, the courts and other bodies
to ensure that public policies affecting the provision, quality and cost
of utility service fairly reflects  the  needs  and  concerns  of  these
consumers.  The  legislature  finds that such representation can best be
secured by the creation of not-for-profit organizations which are  under
the  control of their  memberships and solely responsive and responsible
to the memberships' goals and that this type of advocacy for small busi-
ness utility consumers requires the establishment of an efficient  fund-
ing  mechanism  whereby such consumers may voluntarily contribute to the
organizations.
  For these reasons there should be established,  not-for-profit  corpo-
rations  known  individually as the "Small Business Utility Board, Inc."
with the responsibility to  promote  adequate  representation  of  small
business utility consumers; to collect operating funds; to assist in the
redress  of  small  business utility consumer complaints; and to provide
for small business utility consumer membership in such corporations  and
small  business utility consumer direction of the actions of such corpo-
rations.
  S 3. Definitions. As used in this act:
  1. "Public utility", "utility",  "utility  company",  "public  utility
company",  "utility  corporation" and "public utility corporation" means
every corporation, company, association, joint-stock association,  part-
nership  and  person, their lessees, trustees, or receivers appointed by
any court whatsoever, having annual operating revenues in excess of  one
hundred million dollars, which are engaged in the business of furnishing
electric,  gas or telephone service if rates for such furnishing or sale
have been established or are subject to approval by the  public  service
commission of the state of New York.
  2.  "Utility  services"  means electricity, gas and telephone services
supplied by a public utility.
  3. "Small business" includes  any  business  concern  whether  or  not
organized for profit, including but not limited to any individual, part-
nership, corporation, joint venture, association or cooperative, which:
  (a) is independently owned and operated;
  (b) is not dominant in its field of operation;
  (c)  is not an affiliate of a business dominant in its field of opera-
tion; and

S. 1839                             3

  (d) including its affiliates has one hundred or fewer full-time and/or
part-time employees.
  4.   "Small  business  utility  consumer"  means  any  small  business
furnished with a utility service by a public utility company.
  5. "Regulatory agency" means any local, state, or federal  department,
commission,  office,  authority  or  other  public  body  with the legal
authority:
  (a) to establish or alter rates or charges for the provision  or  sale
of utility services within this state;
  (b)   to  plan  or  to  approve,  reject,  or  modify  plans  for  the
construction of facilities for the production or  provision  of  utility
services within this state;
  (c) to formulate or review energy policies affecting this state; or
  (d)  otherwise  to  regulate the activities of utility companies doing
business within this state;  provided  that  local,  state  and  federal
courts  and  legislative  bodies  shall  not be deemed to be "regulatory
agencies" for the purposes of this act.
  6. "Proceeding" means any formal meeting of  a  regulatory  agency  or
subdivision  thereof, including a meeting conducted by an administrative
law judge or other agent of the regulatory agency, regarding:
  (a) the establishment or  alteration  of  rates  or  charges  for  the
provision or sale of utility services within this state; or
  (b)  the  establishment,  abrogation,  or  amendment of rules or regu-
lations, or the investigation of or inquiry into activities  and  proce-
dures of utility companies, concerning small business utility consumers,
public  utility  companies,  or energy policies affecting this state, or
concerning the conduct of regulatory agency proceedings themselves; or
  (c) adjudication of the claims or petitions of small business  utility
consumers,  public  utility  companies,  or  other  persons or groups of
persons; or
  (d) certification of the construction or operation of  utility  plant,
including pipelines and transmission lines.
  7.  "Corporation"  means each individual Small Business Utility Board,
Inc.
  8. "Member" means any small business which meets the requirements  for
membership in the corporation set forth in section four of this act.
  9.  "Director"  means  any  member  of the corporation duly elected or
appointed to the board of directors of the corporation.
  10. "Service area" or "utility service area" means the marketing  area
of  each  public  utility  defined  in  subdivision one of this section,
provided, however, that for a public utility that furnishes electric and
gas service, "service area" or "utility service area" means the  market-
ing  area  for  such public utility's electric service and the marketing
area for such public utility's gas service.
  11. "Periodic customer billing" means a demand for payment for utility
services by a public utility to a small business utility consumer  on  a
monthly or other regular basis.
  12. The "immediate family" of a person means the person and his or her
spouse, and their parents, children, brothers and sisters.
  S  4.  Creation of corporation; membership. 1. There is hereby created
one  not-for-profit membership corporation in each utility service  area
to  be  known  individually as the "Small Business  Utility Board, Inc."
hereinafter referred to as the corporation.
  2. The membership of the corporation shall consist of all small  busi-
ness  utility  consumers in the utility service area which have contrib-
uted to the corporation an annual membership fee in such an  amount  and

S. 1839                             4

at  such times as shall be set by the board of directors, provided, that
any member may resign from membership.
  S  5. Duties, rights and powers of the corporation. 1. The corporation
shall:
  (a) Represent and promote the interests of the small business  utility
consumers  of  this state. All actions by the corporation under this act
shall be directed toward such duty.
  (b) Inform, insofar as possible, all small business utility  consumers
about  the corporation, including the procedure for obtaining membership
in the corporation.
  (c) Establish a minimum annual membership fee of at least ten dollars.
  (d) Have all rights and powers accorded generally to, and  be  subject
to  all  duties imposed generally upon, not-for-profit membership corpo-
rations under the laws of this state.
  2. In addition, the corporation shall have the  following  rights  and
powers:
  (a)  To  solicit and accept gifts, loans, grants or other aid in order
to support activities concerning the interests of small business utility
consumers, except that the corporation may not accept  gifts,  loans  or
other  aid  from  any  public  utility or from any director, employee or
agent or member of the immediate family of a director, employee or agent
of any public utility.
  (b) To seek tax-exempt status under state and federal law.
  (c) To conduct, support, and assist research, surveys, investigations,
planning activities, conferences,  demonstration  projects,  and  public
information activities concerning the interests of small business utili-
ty consumers.
  (d)  To  contract for services which cannot reasonably be performed by
its employees.
  (e) To represent the interests of  small  business  utility  consumers
before regulatory agencies, legislative bodies and other public bodies.
  (f) To initiate, to intervene as a party, to maintain, or to otherwise
participate  on  behalf  of  small  business  utility  consumers  in any
proceeding which affects the interests of small business utility consum-
ers.
  (g) To support or oppose ballot propositions concerning matters  which
it determines may affect the interests of small business utility consum-
ers.
  3.  The  corporation  shall have, in addition to the rights and powers
enumerated in this act, such other incidental rights and powers  as  are
reasonably  necessary for the effective representation and protection of
the interests of small business  utility consumers.
  4. The corporation shall not sponsor, endorse, or  otherwise  support,
nor  shall it oppose, any political party or the candidacy of any person
for public office.
  S 6. Notification of impending proceedings. Each regulatory agency  of
this  state  as defined in subdivision five of section three of this act
shall notify or cause notice to be given to the corporation, in advance,
of the time, place, and subject of each formal proceeding of the  agency
in  which  the  corporation  may  be eligible to participate. The agency
shall so notify or cause notice to be given to the corporation at  least
thirty  days before the scheduled date of such proceeding or within five
days after the date and calendar for such proceeding is fixed, whichever
is later. In addition, the public service commission of the state of New
York shall give notice or cause notice to be given within five  days  to
the  corporation  of any filed statement proposing to modify or increase

S. 1839                             5

rates, services, schedule of rates or any other rating rule or to  adopt
or amend any rate or service rule or regulation.
  S  7.  Judicial  review  of  regulatory  agency decisions; enforcement
actions. The corporation shall be deemed to have an interest  sufficient
to  maintain,  intervene as of right in, or otherwise participate in any
civil action, proceeding or appeal for the review or enforcement of  any
regulatory  agency  decision  or  action,  or  refusal to act, which the
corporation determines may substantially affect the interests  of  small
business utility consumers.
  S  8.  Funding  of  the corporation. 1. The corporation shall have the
authority to prepare and furnish to the public utility that must  comply
with  the provisions of this section, not fewer than twenty-one calendar
days in advance of the date of any periodic  customer  billing  of  such
public  utility  company,  and  not  more than four times every calendar
year, a statement printed in at least nine point type  on  eleven  point
lead  for  inclusion  in  such  public  utility  company's next periodic
customer billing which explains or describes the  corporation's  nature,
purpose, activities, membership fees and membership provisions. In addi-
tion to such other information as the corporation may wish to include in
such statement, the statement shall explain:
  (a)  that  the  corporation  is  open  to membership by small business
consumers;
  (b) that the corporation is not connected to any  utility  company  or
governmental agency;
  (c)  that  the corporation is a not-for-profit corporation directed by
its consumer members;
  (d) that the purpose of the corporation is to advocate and promote the
rights of small business consumers; and
  (e) the yearly membership fee.
  2. With and in addition to the statement described in subdivision  one
of this section, the corporation shall have the authority to prepare and
furnish  to  such  public  utility  a card, leaflet, envelope or similar
enclosure printed in at least nine point type on eleven point  lead  for
inclusion in such periodic customer billing, which instructs the custom-
er  as  to  the procedures which may be followed to obtain membership in
the corporation.
  3. The statement and the enclosure described in this section shall  be
of a size compatible with the utility's mailing envelope, shall have the
character of a circular and may not have the character of a bill, state-
ment of account, or personal correspondence, and shall otherwise conform
to  the  specifications  of the utility's billing enclosure requirements
and procedures. Each public utility company furnished with  such  state-
ments  or  other  enclosures  in  accordance with the provisions of this
section shall include or enclose such statements or enclosures with  the
next customer periodic billing which it mails or delivers to each of its
customers.
  4.  The  total  weight  of the corporation's statements and enclosures
incorporated pursuant to this section in a customer's  periodic  billing
may  not  exceed one-half ounce avoirdupois. If the weight of the public
utility company's periodic customer  billing,  when  combined  with  the
corporation's  statements or other enclosures exceeds one ounce avoirdu-
pois, the corporation shall reimburse the utility for the  amount  which
is  the  same  proportion of the total postage or other delivery cost of
the billing as the weight  of  the  corporation's  statements  or  other
enclosures  is to the total weight of the mailing. The corporation shall
promptly reimburse with interest at the utility company's cost of  capi-

S. 1839                             6

tal such utility company for all other reasonable handling and enclosure
costs  in excess of the utility company's normal billing costs which are
incurred by the utility company in  complying  with  this  section.  The
corporation  may  postpone  for three months after the date of the first
election of directors under section twelve of this act reimbursement  of
the  utility  company  for  all  costs incurred through the date of such
election. If such utility company is unable to collect  any  amount  due
from  the  corporation  under this section within three months after the
date such amount  is  due,  that  utility  company  may  refuse  further
requests to mail an enclosure until the amount is paid, unless an action
to  resolve  the  dispute  with  respect to such costs is pending in the
appropriate state court.
  5. A dispute arising from the  operation  of  this  section  shall  be
resolved  by negotiations between the corporation and utility, if possi-
ble, or by an action commenced in the appropriate state  court.  Neither
the  public utility nor the corporation may fail to comply with this act
by reason of the existence of such a dispute.
  6. No public utility company or  officer,  employee,  or  agent  of  a
public  utility  company  may interfere or threaten to interfere with or
cause any interference with the  utility  service  of,  or  penalize  or
threaten  to  penalize or cause to be penalized, any person who contrib-
utes to the corporation or participates in any  of  its  activities,  in
retribution for such contribution or participation.
  7.  No  public  utility  company  or  officer, employee, or agent of a
public utility company may prevent, interfere with, or hinder the activ-
ities described in subdivisions one through four of this section.
  8. No person shall use any list of contributors  to  the  corporation,
nor  any part of such list, for purposes other than the conduct of busi-
ness of the corporation as prescribed  in  this  act.  No  person  shall
disclose  any such list or part thereof to any other person unless there
is substantial reason to believe that such list or part thereof  is  not
intended  to  be  used for the lawful purposes described in this act and
the board of directors approves such action.  Any  person  who  violates
this  subdivision  shall  be subject to a civil penalty of not more than
ten thousand dollars.
  S 9. Board of directors. 1. The affairs of the  corporation  shall  be
managed by a board of directors consisting of twelve members.
  2.  The directors shall serve without salary, but each director may be
entitled to reimbursement for actual and necessary expenses.  The  board
of  directors  shall establish standard allowances for mileage, room and
meals and the purposes for which such allowances may be made  and  shall
determine the reasonableness and necessity for such reimbursements.
  3.  The  term of office for members of the board of directors shall be
three years and no member shall serve more than two  consecutive  terms.
One-third  of  the  directors  first  elected shall serve for a one-year
term; one-third of such directors shall serve a two-year term; and  one-
third of such directors shall serve a full three-year term.
  4.  No  director shall, either directly or indirectly, be employed for
compensation as a staff member or consultant of the corporation.
  5. Any director who shall handle, disburse, or receive money on behalf
of the corporation shall be bonded. Such bond shall be  a  cost  to  the
corporation.
  S  10.  Duties of the board of directors. The board of directors shall
have the following duties:
  1. to establish the policies of the corporation regarding  appearances
before  the  public  service  commission of the state of New York, other

S. 1839                             7

regulatory agencies, the courts, and other public bodies, and  regarding
other  activities  which  the  corporation  has the authority to perform
under this act;
  2. to maintain up-to-date membership rolls, and to keep them in confi-
dence  to the extent required by the provisions of section eight of this
act;
  3. to keep minutes, books and records which shall reflect all the acts
and transactions of the board of directors;
  4. to make all reports, studies and other information compiled by  the
corporation pursuant to paragraph (c) of subdivision two of section five
of this act, and all data pertaining to the finances of the corporation,
available for public inspection during regular business hours;
  5.  to  maintain for inspection by the membership quarterly statements
of the financial and substantive operations of the corporation;
  6. to cause the corporation's books  to  be  audited  by  a  certified
public  accountant at least once each fiscal year, and to make the audit
available to the general public;
  7. to prepare, as soon as practicable after the close  of  the  corpo-
ration's  fiscal  year,  an annual report of the corporation's financial
and substantive operations to be made available for public inspection;
  8. to report to the membership at the annual membership meeting on the
past and projected activities and policies of the corporation;
  9. to employ such staff as the directors deem necessary to  carry  out
the purposes of this act;
  10.  to hold regular meetings, including meetings by telephone confer-
ence, at least once every three months on such dates and at such  places
as  it may determine. Special meetings may be called by the president or
by at least one-quarter of  the  directors  upon  at  least  five  days'
notice.  One-half  of  the directors plus one shall constitute a quorum.
All meetings of the board of directors and of its committees and subcom-
mittees shall be open to the public. Complete minutes  of  the  meetings
shall be kept;
  11. to annually approve a budget  for the corporation's operations for
the following fiscal year;
  12.  to make an annual report to the members explaining the activities
and expenditures of the corporation over the past year;
  13. to make available to each member, upon request  and  under  guide-
lines established by the board which shall protect personal privacy, all
papers,  records,  documents and other material in the possession of the
corporation; and
  14. to carry out all other duties and  responsibilities  imposed  upon
the corporation and the board of directors by this act.
  S 11. Appointment of interim board of directors. 1. Within ninety days
after the effective date of this act an interim board of directors shall
be  appointed  by  the  governor, to serve until a board of directors is
first elected. If the number of members  of  the  corporation  fails  to
reach  the level required by section twelve of this act within two years
of the appointment of the  complete  interim  board  of  directors,  the
corporation  shall  be  dissolved  and  shall  wind up its affairs after
having satisfied its debts, liabilities and obligations  to  the  extent
possible from funds made available to the corporation.
  2. The method of appointment of interim directors shall be as follows:
four shall be appointed by the governor; three shall be appointed by the
governor from a list containing no less than five names submitted by the
temporary  president  of  the  senate;  three  shall be appointed by the
governor from a list containing no less than five names submitted by the

S. 1839                             8

speaker of the assembly; one shall be appointed by the governor  from  a
list of not less than five names submitted by the minority leader of the
senate;  and  one  shall be appointed by the governor from a list of not
less  than  five names submitted by the minority leader of the assembly.
All nominees shall be owners of small businesses.   Individuals  consid-
ered for appointment to the interim board shall have the same qualifica-
tions as candidates for the board of directors pursuant to section thir-
teen  of  this  act,  and  shall, to the extent possible, represent each
region of the service area.
  3. The interim board of directors shall:
  (a) As soon as possible after appointment,  organize  for  the  trans-
action of business.
  (b) Inform the small business utility consumers of the service area of
the  existence,  nature  and  purpose  of the corporation, and encourage
small business utility consumers to join the corporation, to participate
in the corporation's activities and to contribute to the corporation.
  (c) Elect officers.
  (d) Employ such staff as the directors deem necessary to carry out the
purposes of this act.
  (e) Make all necessary preparations for the first election  of  direc-
tors, oversee the election campaign and tally the votes.
  (f) Solicit funds for the corporation.
  (g)  Designate  by a random method the length of the term of office of
each director position to be filled after the first election  of  direc-
tors.
  S  12.  Election  of  directors. 1. Not more than sixty days after the
membership of the corporation reaches one thousand small businesses, the
interim board of directors shall  set  a  date  for  the  first  general
election  of directors and shall so notify each member. The date set for
such election shall be not less than four months  nor  more  than  eight
months  after  such notification. Each subsequent election shall be held
not less than eleven months nor more than thirteen months after the last
preceding election. The date of such elections shall  be  fixed  by  the
board  at  least  four  months  in  advance  of  the date chosen for the
election.
  2. To be nominated for election to the board of directors a  candidate
must:
  (a)  meet the qualifications provided in section thirteen of this act;
and
  (b) (i) be nominated by  a  majority  of  the  directors  present  and
voting; or
  (ii)  circulate  a  petition  for  nomination no more than ninety days
preceding the election and file the petition  with  the  corporation  no
later  than  thirty  days  prior to the election. The petition for nomi-
nation shall be signed by at least one hundred of the members located in
the service area. Upon receipt of nominating  petitions,  the  board  of
directors shall certify such petitions.
  S  13. Qualifications of candidates. 1. No present employee, director,
shareholder, bondholder, consultant, attorney, accountant, or the spouse
of such person, of any public utility doing business in this state or of
the power authority of the state of New York  and  no  employee  of  the
public  service commission of the state of New York shall be eligible to
be a director. No candidate for the board of directors may hold an elec-
tive public office or be a candidate for an elective public office.
  2. To be eligible for election to the board of directors  a  candidate
must:

S. 1839                             9

  (a) be an owner or majority stockholder of a small business;
  (b) meet the qualifications for candidates;
  (c) be a member of the corporation; and
  (d) submit a statement of personal background and positions.
  S  14. Statement of personal background and positions. A candidate for
election to the board of directors shall submit to the board  of  direc-
tors,  not  later than sixty days prior to the election, on a form to be
provided by the board of directors, a statement concerning  his  or  her
personal background and positions on issues relating to regulated public
utilities or the operations of the corporation.
  S  15.  Election  procedures.  1. The board of directors shall send or
have sent to every small business member, to be postmarked no later than
twenty days before the date fixed for a special or general election, the
following:
  (a) an official ballot listing all candidates for the board of  direc-
tors;  and
  (b)  a  biography  of each candidate including a statement of personal
background and positions.
  2. Each small business utility consumer who is a member of the  corpo-
ration  on the thirtieth day preceding a special or general election may
cast a vote in such election by returning his or  her  official  ballot,
properly  marked,  to  the  principal office of the corporation by eight
p.m. on the date fixed for the election. Voters shall cast  their  votes
for  no  more than the number of nominees to be elected at such election
and all voting shall be done by secret ballot. The candidates  receiving
the most votes shall be declared elected.
  3.  The  board  of  directors  may  prescribe rules for the conduct of
elections and election campaigns not inconsistent with this act.
  S 16. Installation of elected candidates. The president of  the  board
of  directors  shall  install  in  office  within  thirty days after the
election all elected candidates who meet the  qualifications  prescribed
in this act.
  S  17. Recall of directors. Upon receipt by the president of the board
of directors of a petition to recall any director, with the valid signa-
tures of at least thirty percent of the small business  members  of  the
corporation,  the board of directors shall call a special election to be
held not fewer than four months and  not  more  than  six  months  after
receipt of the petition, for the purpose of electing a director to serve
out the term of the recalled director; provided, that no director may be
recalled within six months of his or her election. A director may become
a  candidate  in an election following his or her own recall. A director
recalled shall continue to serve until the installation in office of his
or her successor.
  S 18. Vacancies. When a director dies, resigns,  is  disqualified,  or
otherwise  vacates  his  or  her  office,  except as provided in section
seventeen of this act, the board of directors shall select, within three
months, a successor to serve for the remainder of the director's term of
office. Any director may nominate any qualified person as successor. The
board of directors shall select the successor  from  among  those  nomi-
nated,  by  a two-thirds majority of the remaining directors present and
voting.  The successor shall be installed in office by the president  of
the board of directors.
  S 19. Officers. 1. At the first regular meeting of the board of direc-
tors at which a quorum is present and subsequent to the initial appoint-
ments  of  directors,  and  at the first regular meeting of the board of
directors at which a quorum is present subsequent to the installation of

S. 1839                            10

new directors following each annual election, the board shall  elect  by
majority  vote  of members present and voting from among the directors a
president, a vice-president, a secretary, and  a  treasurer.  The  board
shall also have the power to elect a comptroller and such other officers
as it deems necessary.
  2. Officers shall be installed by the president immediately upon their
election.  The  term  of office for officers shall be one year; provided
that an officer may resign, or may be removed  from  office  by  a  two-
thirds  vote of all the directors. After an officer's term of office has
expired, the officer shall continue to serve until his or her  successor
is installed.
  3. When an officer dies, resigns, is removed, or otherwise vacates his
or  her  office, the board of directors shall elect a successor to serve
out such officer's term of office.
  4. The officers shall exercise such powers and perform such duties  as
are  prescribed  by  this  act  or are delegated to them by the board of
directors.
  S 20. Annual membership meeting. An annual meeting of  the  membership
shall  be  held on a date and at a place within the utility service area
to be determined by the board of directors. All members shall be  eligi-
ble to attend, participate in and vote at the annual membership meeting.
The meeting shall be open to the public.
  S  21.  Miscellaneous  provisions.  1.  Nothing  in  this act shall be
construed to limit the right of any individual  or  group  or  class  of
individuals  to  initiate, intervene in, or otherwise participate in any
proceeding before any regulatory agency or court;  nor  to  require  any
petition  or notification to the corporation as a condition precedent to
such right, nor to relieve any utility agency,  court  or  other  public
body  of any obligation, or affect its discretion to permit intervention
or participation by a consumer or group or class  of  consumers  in  any
proceeding  or  activity,  nor  to  limit the right of any individual or
individuals to obtain administrative or judicial review.
  2. The intervention or participation of the corporation in a  proceed-
ing or activity shall not affect the obligation of any regulatory agency
or other public body to operate in the public interest.
  S  22.  Dissolution  of  corporation. If membership in the corporation
falls below one thousand small businesses, the directors shall forthwith
dissolve such corporation in accordance with article 10  or  11  of  the
not-for-profit  corporation  law.  Completion  of  the winding up of the
affairs of the corporation in accordance with the dissolution   mandated
by  this  section shall result by operation of this act in the automatic
creation of a new corporation pursuant to section four of this  act  but
winding  up  of  affairs mandated pursuant to section eleven of this act
shall be final and not result in the creation of a new corporation.
  S 23. Corrupt practices and conflicts of interest. 1.  No  member  may
offer  or  give  anything of monetary value to any director, employee or
agent of the corporation if the offer or gift influences, or is intended
to influence, the action or judgment of the director, employee or  agent
of the corporation in his or her capacity as director, employee or agent
of the corporation.
  2.  No  director,  employee or agent of the corporation may solicit or
accept anything of monetary value from any member if the solicitation or
acceptance influences, or is intended to influence, the official  action
or judgment of the director, employee or agent in his or her capacity as
director, employee or agent of the corporation.

S. 1839                            11

  3.  Any member who knowingly and willfully violates this section shall
be subject to a civil penalty of not more than ten thousand dollars.
  4.  The board shall remove from office any director, employee or agent
violating the provisions of this section.
  S 24. Penalties. A violation of any provision of this  act  pertaining
to  conduct  by  a  utility  or  officers  or employees thereof shall be
subject to a civil penalty of not more than  ten  thousand  dollars  for
each violation.
  S  25.  Applicability  of the not-for-profit corporation law. The not-
for-profit corporation law applies to the corporation; provided, that if
any provision of the not-for-profit corporation law conflicts  with  any
provision  of  this act, the conflicting provision of the not-for-profit
corporation law shall not apply in such case. If any provision  of  this
act  relates  to a matter embraced in the not-for-profit corporation law
but is not in conflict therewith, both provisions shall apply.
  S 26. Construction. This act, being necessary for the welfare  of  the
state  and  its  inhabitants, shall be liberally construed to effect its
purposes.
  S 27. Severability. If any clause, sentence, paragraph or part of this
act or the application thereof be  adjudged  by  a  court  of  competent
jurisdiction  to  be  invalid, such judgment shall not affect, impair or
invalidate the remainder, and the  application  thereof,  but  shall  be
confined  in  its  operation  to the clause, sentence, paragraph or part
thereof directly involved in the  controversy  in  which  such  judgment
shall have been rendered.
  S 2. This act shall take effect immediately.

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