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HomeMy WebLinkAbout2002-08-12 ad Hoc - RMLD Governance Advisory Committee Minutesfipl, VV ED Ad Hoc RMLD Governance Advisory Committee CLERK Minutes of August 12, 2002 G, MASS° SEP _u A cl~ 42 The meeting convened at 7:30 p.m. in the Conference Room, at Town all, 16 Lowell Street, Reading Massachusetts. Present were RMLD Governance Advisory Committee Chairman Daniel Ensminger, Matthew Cummings, Doug Cowell, and James Francis, as well as Attorney Joan Langsam, representing Town Counsel. Committee member Travis Miller was conferenced in by telephone. 7:42 PM Chairman Daniel Ensminger called the RMLD Governance Advisory Committee to order. As only 4 Committee members were present, Chairman Ensminger elected to table the approval of the minutes of August 5, 2002 until the following meeting. For the remainder of the evening, the focus of the meeting was on a list of questions that had been submitted by the Committee for review by town counsel. Joan Langsam was present to provide the answers. 1. What is the range of options for governance of a Light Department? We could narrow the responsibilities of the GM, but that might have an impact on the day-to-day operations of the RMLD. Under MGL ch. 164, the oversight of the day-to-day operations of a municipal light department belongs to the general manager; therefore, any policy which restricts that function would require either special legislation or a change to the Reading Home Rule Charter. Some options for policy changes (all requiring charter changes) are reconsider who appoints the GM have the RMLB be appointed, not elected - limit the authority of the GM, as long as his day-to-day responsibilities are left in tact 2. The State law states that a Municipal Light Department shall have a General Manager - can an agreement be structured with a General Manager eliminating some of the "power" that the General Manager has? The RMLB establishes the contract with and oversees the GM's operations. To that end, the RMLB can and should establish policies that are followed by the GM and implemented appropriately Joan went on to mention that, in the past, the now ex-General Manager was reticent in providing information on RMLD policies. _Members of the Committe( agreed that the RMLD has become more cooperative in the last year, and that Town Counsel should find it much easier now to obtain information from the acting GM and his staff. The discussion continued with the subject of the responsibility of signing of RMLD warrants. The committee agreed that this was an important area to focus on for this investigation, and that the RMLB should establish a policy for approving payment of warrants that is more effective than the current system. Joan Langsam reiterated that the RMLB can establish policies for the operation of the RMLD without going against MGL ch. 164, as long as the GM still has day- to-day oversight of the operations. Jim Francis cited the agency problem faced by the town accountant in his role as the auditor for RMLD expenditures. Joan Langsam said that the statute provides for this audit function as a check for the sake of the town, and that it is not meant to place the town accountant in a "business" role. Doug Cowell suggested that the committee work to come up with another system of checks on RMLD warrants. Joan stated that any policy that takes away day-to-day function of the GM would most likely require special legislation. 3. Are there differences between a Light Department that provides for sale and distribution of electricity versus one that provides for power generation, sale and distribution? Joan will research case law and respond to the Committee. 4. Is the Light Department regulated like a utility using revenue bonds, etc? Answer covered under question #1. 5. What is the range of authority that can be given to the General Manager and what range of authority can be reserved for a Light Board? Joan will research case law and respond to the Committee. 6. What is the history of case law beyond Chapter 164 designating the role and responsibility of Light Managers and Light Boards? Joan will research the Massachusetts DTE 7. What are the legal interpretations of a contract with the General Manager the law states "under direction and control" of the Light Board what does this mean? Answer covered under question #2. 8. What is the relationship of the Light Department to the Town Accountant? Joan will obtain a copy of the 20-year RMLD agreement and respond to the Committee Answer covered under question #2. 9. What are the operative sections of the 20 year Agreement, and has it changed or jeopardized by changes in the governance structure of the Light Department? See answer to #10. 10. What are the pros and cons of having separate Counsel for the Town and the Light Department? Joan felt that there are unique situations where RMLD should have its own counsel, because there are certain areas where specific expertise is required. However, there is a strong case for the Town and the RMLD to retain the same legal counsel for everyday situations. Matt Cummings stated that, because of the 20-year agreement, there is a perception that the RMLD is an energy coop that is solely responsible to the ratepayers. He went on to say that this perception is inaccurate, and the RMLD is responsible to the Town of Reading. Doug Cowell agreed and stated that the 20-year agreement is something that is used by the towns (Lynnfield, Wilmington, North Reading) and the RMLD to avoid issues like this one. Joan added that the bottom line is that RMLD was established by Town Meeting and its responsibility is first to the Town of Reading. 11. Aside from power purchase, in what other ways does the Light Department operate differently from other municipal operations; i.e., personnel, purchasing, etc.? - - Joanwill research the-differences-between how a municipal-government-and how - - a municipal light department operates. 12. Is there anything that can be done to constrain the power and authority of the Light Manager through employment contract or other means? The discussion returned to the topic of oversight, and whether the Board of Selectmen could have input and/or veto power over the General Manager's contract. Joan will look into whether or not this requires a charter change. Matt Cummings asked if the RMLD businesses (apart from power distribution) are governed by MGL ch. 164 or if they are unconstrained. Joan will research this, determine if the RMLD are operating the businesses within their jurisdiction and report back to the Committee. Matt also asked if Joan could look into the LLC that is 25%-owned by RMLD. The following dates are reserved for RMLD Governance Advisory Committee meetings: Monday, August 26 Tuesday, September 3 Monday, September 9 Monday, September 23 Monday, September 30 Monday, October 7 Tuesday, October 15 (if needed) Monday, October 21 Monday, October 28 (hopefully wrap things up) Dan Ensminger stated that we would try to wrap things up on October 28 in case there needs to be a special town meeting on November 12 (during subsequent town meeting). On a motion by Doug Cowell, seconded by Matthew Cummings, the RMLD Governance Advisory Committee voted to adjourn at 9:10 PM. The motion was approved by a vote of 4-0-0. ectfully submi , C g James B. Francis