§ 5011. Creation of Vermont Public Power Supply Authority

(a) Vermont Public Power Supply System, Inc., a corporation formed under the provisions of subdivision 4003(4) of this title, is hereby declared and established to be a body politic and corporate with duties and powers as are set forth in this chapter, to be known as "Vermont Public Power Supply Authority" to carry out the provisions of this chapter. The Authority is constituted a public instrumentality exercising public and essential governmental functions, and the exercise by the authority of the powers conferred by this chapter shall be deemed and held to be the performance of an essential governmental function of the State.

(b) The Authority shall consist of those municipalities and cooperatives which by January 31, 1979 elected to become a member of Vermont Public Power Supply System, Inc., in accordance with the terms of its bylaws, and those Vermont municipalities and cooperatives that shall thereafter elect to become members of the Authority in accordance with the rules and regulations of the Authority established by it. These rules and regulations shall be calculated to permit membership without an undue burden on new members, but with regard to the benefits contributed to the Authority by its original members.

(c) The powers of the Authority shall be exercised by a board of directors. The Board of Directors shall consist of one director from each member municipality or member cooperative, who shall be elected by the legislative body of each member municipality or the board of trustees of each member cooperative. Each municipality or cooperative may also elect an alternate director to serve in the absence or disability of its director. The term of office of a director shall be for one year coincident with the fiscal year of the Authority or until a successor director has been duly elected and qualified. Any director may be removed at the pleasure of the legislative body of the municipality or cooperative which elected that director, upon notice to the authority and the election of a successor director. The Board of Directors of the Authority shall adopt bylaws or other rules and regulations for the management of the affairs of the Authority and carrying out the purpose of this chapter. The Board of Directors shall also elect one of its member directors as chair of the Authority and shall also elect a treasurer and secretary who may be, but need not be, directors. It may elect other officers and agents as necessary to perform those acts commonly delegated to the officers and agents of a business corporation and shall set their compensation.

(d) Despite any law or charter provision to the contrary, a director or officer of the Authority who is also an officer, employee, or member of a legislative body of a municipality or other public body or the State shall not thereby be precluded from voting or acting on behalf of the Authority on a matter involving the municipality or public body or the State. Neither shall service as a director or officer of the Authority constitute a conflict of interest for an officer, employee, or member of a municipality or public body or the State.

(e) The Authority and its existence shall continue as long as it shall have notes, bonds, or other obligations or indebtedness outstanding, including notes, bonds, or other obligations or indebtedness hereafter issued or incurred, and until its existence is terminated by law. The net earnings of the Authority, beyond that necessary for retirement of its notes, bonds, or other obligations or indebtedness or to implement the public purposes and programs authorized in this chapter, shall not inure to the benefit of any person other than the State. Upon termination of the existence of the Authority, title to all of the property owned by the Authority, including any net earnings of the Authority, shall vest in the State. The State reserves the right at any time to alter, amend, repeal, or otherwise change the structure, organization, programs, or activities of the Authority, including the power to terminate the Authority, subject to any limitation on the impairment of the obligation of any contract or contracts entered into by the Authority. (Added 1979, No. 78, § 3.)