Title
Resolution - Approval of Delegation of Authority to Chief Executive Officer to Implement Measures in Response to Covid-19 - J Parsley
Other Info
Submitted By: Lisa Scarborough
Department: General Counsel
Financial Impact and Cost/Benefit Considerations:
Expenditure of Cooperative funds estimated in the amount of $0 currently included in the Cooperative's 2020 operating budget; expenditures of staff time estimated in amount of 15 hours (other than ordinary processing requirements).
Discussion
The Annual Meeting of the Cooperative’s members will be on June 19, 2020. The Board of Directors (“Board”) previously approved the agenda, program, and order of business for the Annual Meeting in April, 2020. The Board may now consider delegating the manner of participation and conduct the meeting.
On Friday, March 13, 2020, the Governor of the State of Texas (“Governor Abbott”) declared a state of disaster for all counties in Texas due to COVID-19. On that same day, the President of the United States (“President Trump”) proclaimed that the COVID-19 outbreak in the United States constituted a national emergency, beginning March 1, 2020. On Monday, March 18, 2020, the Cooperative activated its Emergency Operations Plan (“EOP”) at the (P) Pre-Emergency Preparation level which indicates that news and/or forecasts of significant hazardous conditions or events that have a reasonable probability of impacting service and/or operations of the Cooperative. On March 25, 2020 President Trump issued a Major Disaster Declaration for the State of Texas. On March 29, 2020, President Trump announced that the restrictive social-distancing Guidelines should extend through April 30, 2020, and on March 31, 2020, Governor Abbott ordered on a statewide basis continuing through April 30, 2020, subject to extension based on the status of COVID-19 in Texas and the recommendations of the CDC and the White House Coronavirus Task Force, that every person in Texas minimize social gatherings and minimize in-person contact with people who are not in the same household, except where necessary to provide or obtain essential services (“Statewide Order”).
On April 27, 2020, Governor Abbott issued Executive Order GA 18 (“Reopening Order” subsequently revised and expanded by Executive Orders GA 21-22) announcing continued Covid-19 safeguarding measures and Phase One of reopening services. The Reopening Order provided that
Texas shall, except where necessary to provide or obtain essential services or reopened services, minimize social gatherings and minimize in-person contact with people who are not in the same household. People over the age of 65, however, are strongly encouraged to stay at home as much as possible; to maintain appropriate distance from any member of the household who has been out of the residence in the previous 14 days; and, if leaving the home, to implement social distancing and to practice good hygiene, environmental cleanliness, and sanitation.
On March 18, PEC offices were closed to member and public interactions to address safety and health concerns and in compliance with the federal, state, and local guidelines. On April 17, 2020, the Board took additional measures in response to the Covid-19 situation, including Temporary Waivers to Tariff and Business Rules; Temporary Modification to Community Support Policies - Member Assistance Programs; Establishing an account for Member and employee donations to the Payment Assistance Program; and establishing a Small Business (Small Power) Payment Assistance Program (Resolution 2020-126).
Consequently, the Board may consider conducting the Annual meeting with limited member and employee participation in order to address public health guidelines in recognition of the health and safety of PEC members and employees.
The Board’s Authority and Responsibilities Policy delegates certain actions to the Chief Executive Officer (“CEO”). The Board may wish to further delegate its responsive actions, specifically the attendance, participation and conduct of PEC’s Annual Membership Meeting, to the COVID-19 pandemic to the CEO in order to efficiently and quickly address needs for the upcoming Annual Membership Meeting.
Members may continue to provide comments for the Annual Meeting by sending the input to PECBoard@peci.com <mailto:PECBoard@peci.com>. All comments would be provided to all Board directors and listed in the minutes of the Meeting. The Annual Meeting Board meeting dates, agenda, and supporting materials would be made available online at https://pec.legistar.com/. A video recording of the Annual Membership Meeting could also be made available to the Membership.
Body
BE IT RESOLVED BY THE BOARD that the Board finds, after detailed study and review of federal, state and local guidelines regarding health and safety measures in response to Covid-19, that in order to protect the health and safety of PEC Members and Employees that the 2020 Annual Membership Meeting should be limited to necessary Board Directors and PEC employees and otherwise closed to public participation; and
BE IT FURTHER RESOLVED BY THE BOARD that the Board delegates to the Chief Executive Officer the manner in which to best implement and plan for the limited participation at the Annual Meeting, including the acceptance of written Member comments; and
BE IT FURTHER RESOLVED BY THE BOARD that the Chief Executive Officer, or designee, is authorized to take any other actions necessary to implement this resolution.