§ 1021-b. North Country power authority. 1. A corporation known as the
North Country power authority is hereby established and charged with the
duties and having the powers provided in this title. The authority shall
be a state authority, a body corporate and politic constituting a public
benefit corporation, a political subdivision of the state, exercising
governmental and public powers, perpetual in duration, capable of suing
and being sued and having a seal, and which shall have the powers and
duties enumerated in this title, together with such others as may be
conferred upon it by law.

2. The authority shall be governed by a board of directors consisting
of nine directors, to be residents of the service area, and to be
appointed by the governor. Seven such directors shall be appointed upon
the recommendation of the supervisors and mayors of the municipalities
within the following regions, with the designations to be made in the
following manner: the village of Potsdam will designate one designee to
be forwarded to the governor; the village of Canton and the town of
Canton will jointly designate one designee to be forwarded to the
governor; the towns of Bombay, Brasher, Fort Covington, Moira and
Westville will jointly designate one designee to be forwarded to the
governor; the towns of Fowler and Gouverneur will jointly designate one
designee to be forwarded to the governor; the towns of Lisbon,
Louisville, Madrid, Norfolk and Waddington will jointly designate one
designee to be forwarded to the governor; the towns of Potsdam,
Stockholm, Colton and the village of Norwood will jointly designate one
designee to be forwarded to the governor; and the towns of DeKalb,
Edwards, Hermon, Russell and Pierrepont will jointly designate one
designee to be forwarded to the governor. Every decade the directors
shall examine the population of the seven regions, and if needed, adjust
the make-up or demarcation of the regions, for the necessity or
convenience of performing its functions and administering its affairs
and to maintain a reasonable equality of population between the regions.
The governor shall select one of the directors to serve as chair, and
such chair shall serve at the pleasure of the governor. The term of
office of a director, including the director serving as chair, shall be
five years, but in the first instance such directors shall be appointed
to hold office as follows: three for one year; three for three years;
and three for five years. Upon resignation of a director, or a vacancy
occurring in any other manner, such vacancy shall be filled by
appointment for the unexpired term. In other respects, all vacancies
shall be filled in the manner corresponding to the original appointment.
Each director shall continue to hold office and serve until a successor
is appointed, qualified and assumes office.

3. The members of the board shall serve without compensation but shall
be entitled to reimbursement of their actual and necessary expenses
incurred in the performance of their official duties, as may be
authorized by the directors, in each case upon appropriate documentation
by the submitting director. No director or any entity, the majority of
which is owned or controlled by any director, shall receive any
additional compensation from NCPA or be employed by NCPA in any other
capacity by whatever means.

4. Five directors shall constitute a quorum for the transaction of
business, and the affirmative vote of five directors at a meeting shall
be necessary to the validity of any resolution, order or determination.
The directors, in by-laws or by resolution, may allow for attendance at
a meeting of the directors by speaker phone or any other electronic
means by which all meeting participants can hear one another.

5. The directors shall appoint an executive committee of not less than
three directors and shall delegate such duties and responsibilities of
the directors to the executive committee as it may determine from time
to time, except that the directors shall not delegate to the executive
committee the power to authorize the issuance of securities. The
directors may appoint such additional committees with such duties and
responsibilities as they may determine from time to time.

6. (a) The directors shall from time to time select such officers and
employees, including a chief executive officer and such engineering,
management and legal officers, and other professional employees,
including but not limited to accounting, planning, construction,
finance, appraisal, banking and trustee services, as the directors may
require for the performance of their duties and shall prescribe the
duties and compensation of each such officer and employee.

(b) If any employees are hired as a consequence of an acquisition of
the assets of National Grid, they shall be hired subject and be entitled
to all applicable provisions of (i) any existing contract or contracts
with labor unions and (ii) all existing pension or other retirement
plans. Notwithstanding the provisions of any general, special or local
law, the board may determine that such class of employees of the
authority may elect to become members of the New York state employees'
retirement system on the basis of compensation payable to them by the
authority.

7. (a) The authority shall be subject in all respects to the general
supervision and jurisdiction of the public service commission in the
same manner as a municipal electric utility is subject to the
jurisdiction of the public service commission under the public service
law.

(b) The authority shall not make any commitment, enter into any
agreement nor incur any indebtedness unless prior approval has been
received from the New York state public authorities control board
pursuant to article one-A of this chapter.

(c) In addition to all of the powers of the public service commission,
prior to acquiring any property and commencing operations, the authority
shall secure an order from the commission authorizing such acquisition
and commencement. The commission shall have the power to deny the
authority's application to acquire property and commence operations. The
authority shall comply with any and all requests for documents,
materials, and testimony that the commission may seek. The commission
shall consider, including but not limited to, the following factors
before issuing an order: ratepayer impacts; system reliability;
environmental impacts, conservation of energy resources; preservation or
creation of economic opportunities; power efficiency and availability;
public health and welfare; and any other factor it deems relevant. The
authority granted pursuant to this paragraph shall terminate upon
commencement of distribution of power.

8. The authority and its corporate existence shall continue until
terminated by law, provided, however, that no such law shall take effect
so long as the authority shall have securities outstanding, unless
adequate provision has been made for the payment thereof.

9. In the event that the authority does not commence delivering
electric power within ten years of the effective date of this title, the
authority shall cease to exist and the provisions of this title shall be
of no further force and effect, subject to the terms of any bonds, notes
or other debt obligations then outstanding.