CHARTER

of the

CALIFORNIA HIGH-COST FUND-A

ADMINISTRATIVE COMMITTEE

1. ARTICLE ONE: NAME

1.1 Name. The name of this advisory board shall be California High-Cost Fund-A Administrative Committee (CHCFA-AC or Committee).

2. ARTICLE TWO: PURPOSE

2.1 Purpose of the Committee. The purpose of the CHCFA-AC is to function, pursuant to Pub. Util. Code § 275(a), as an advisory board to advise the California Public Utilities Commission (Commission) regarding the development, implementation, and administration of the California High Cost Fund-A (CHCF-A) program, which provides transfer payments to small independent telephone corporations providing local exchange services in high-cost rural and small metropolitan areas in the state in order to create fair and equitable local rate structures, as provided for in Pub. Util. Code § 739.3, and to carry out the program under the Commission's direction, control, and approval.

3. ARTICLE THREE: MEMBERSHIP

3.1 Members. The CHCFA-AC shall be composed of three members consisting of one representative of each of the following: a small local exchange carrier (LEC); a community based organization (CBO) or consumer organization whose constituency includes residents in high-cost areas of California as well as low income, urban ratepayers; the Commission's Office of Ratepayer Advocates. Until the Commission's Executive Director makes these appointments in accordance with Section 3.2, the persons serving as members of the CHCFA-AC on September 30, 2001 shall serve, beginning October 1, 2001, as interim members of the Committee.

3.2 Selection. Upon the establishment by the Commission of the number and qualifications of members of the CHCFA-AC pursuant to Pub. Util. Code § 271(a), members and alternates shall be nominated by the organizations or constituencies they are to represent. The Commission's Executive Director shall select and approve members and alternates, in accordance with procedures adopted by the Executive Director.

3.3 Term of Appointment. A member shall hold office until a successor has been appointed and has assumed office or until the member has been removed in accordance with Paragraph 3.4 or has resigned in accordance with Paragraph 3.5. If for any reason, a member ceases to be a designated representative of the respective class or entity upon which his or her membership is based, the member's appointment shall terminate as of the date that affiliation ceases.

3.4 Removal. Any member may be removed at any time by the Commission or the Executive Director, in accordance with procedures adopted by the Commission. A majority of the CHCFA-AC members may recommend removal of a member upon demonstration of reasonable cause, provided, however, that reasonable cause may not include any policy position taken by a member as a member of the Committee. The Commission must approve the Committee's recommendation to remove any member.

3.5 Resignation. Any member may resign upon giving thirty (30) days written notice to the then acting Chair of the Committee. The member's appointment shall terminate upon the expiration of the thirty (30) day notification period.

3.6 Vacancies. The organizations or constituencies whose seat is vacated shall nominate individuals to fill that vacancy, and the selection and approval of the individual to fill that vacancy shall be made by the Commission's Executive Director. If the Committee is unable to identify a suitable candidate to fill the vacancy for any reason, the Commission or Executive Director may appoint a member of the class from which the vacancy occurs.

3.7 Indemnification. Members of the CHCFA-AC who are not Commission staff are uncompensated servants of the State of California within the meaning of Gov. Code § 810.2. Accordingly, the State will indemnify Committee members as it indemnifies its compensated employees and will provide them with representation for their acts done within the course and scope of the services they perform for the CHCFA-AC, pursuant to Gov. Code §§ 815 -825.6 and 995 -996.6. The CHCFA-AC budget may include the purchase of Errors and Omissions (E&O) and Directors and Officers (D&O) or similar insurance to indemnify Committee members for acts done within the course and scope of services performed for the CHCFA-AC, to the extent that such activities are held not to be indemnified by the State under Gov. Code §§ 810.2, 825 - 825.6 and/or 995 -996.6.

3.8 Expenses and Per Diem. Members of the CHCFA-AC who are not employees of utilities, the Commission, or other governmental agencies of the State of California shall be entitled to reimbursement from the Committee Fund of reasonable expenses and/or per diem incurred in connection with their service on the Committee, in accordance with Pub. Util.Code § 271(f).¹ The per diem shall be $300 for each day of meetings attended by the eligible members or $200 if the meeting lasts for less than approximately two hours.

There shall be no per diem for preparation work. For each CHCFA-AC member who is an employee of a non-State governmental agency, trade association, or consumer group, payments for per diem and expense reimbursement related to the member's participation in the CHCFA-AC shall go to the member's employer unless the member can show justification for receiving these monies directly.

Eligible Committee members must seek reimbursement of travel expenses and per diem through the state's Travel Expense Claim (TEC) process. Completed TECs must be submitted to the Commission's Telecommunications Division for review. The Director of the Telecommunications Division will assign a designated staff member to review, and if appropriate, approve payment.

Committee members shall not be eligible to receive intervenor compensation under Pub. Util. Code § 1801 et seq. for their work related to the CHCFA-AC.

4. ARTICLE FOUR: DUTIES AND RESPONSIBILITIES

4.1 Duties. The CHCFA-AC shall have the following duties and responsibilities. While performing these duties and responsibilities, Committee members at all times shall be subject to the direction, control and approval of the Commission. The Committee shall act in an advisory capacity to the Commission, which shall have all policy and program decision-making authority.

a) Pursuant to Pub. Util. Code § 273(a), on or before June 1 of each year the CHCFA-AC shall submit a proposed budget to the Commission's Telecommunications Division. The proposed budget shall include estimated program expenditures and the Committee's projected expenses for the fiscal year (July 1 to June 30) that will commence thirteen (13) months thereafter.

b) Pursuant to Pub. Util. Code § 273(b), on or before October 1 of each year the CHCFA-AC shall submit a report to the Commission describing Committee activities during the prior fiscal year.

c) Pursuant to Pub. Util. Code § 275(a), the CHCFA-AC shall advise the Commission regarding the development, implementation and administration of the CHCF-A program, within the context of the Committee's purpose, as described in Paragraph 2.1.

4.2 Administrative, Legal and Other Assistance. The Commission shall assign four Commission staff as liaisons to the CHCFA-AC for the purposes of providing administrative, legal and other assistance. These liaisons shall not be members of the Committee and shall have no vote.

a) One liaison, from the Commission's Telecommunications Division, or its successor, who shall be appointed by the Director of that division, shall facilitate advisory board meetings by scheduling the room for such meetings, preparing agendas and meeting information packages, and taking and preparing minutes of the meetings. The liaison shall also assist the Committee in the development of each proposed fiscal year program budget and in the preparation and filing of the annual report.

b) One liaison, from the Commission's Information and Management Services Division, or its successor, who shall be appointed by the Director of that division, shall provide the Committee with monthly reports on the financial status of the program.

c) One liaison, from the Commission's Legal Division, or its successor, who shall be appointed by the Commission's General Counsel, shall provide the Committee with legal advice, upon request.

d) One liaison, from the Commission's Public Advisor's Office, or its successor, who shall be appointed by the Public Advisor, shall facilitate communication between the board and the public, generally, including any necessary or useful public outreach consistent with the board's purpose. The liaison shall ensure that the board is aware of any specific, program-related concerns or proposals, including those regarding the effectiveness of the program, which have come to the Commission's attention and shall undertake any other tasks to assist the board in fulfilling its purpose as the Commission may formally or informally direct.

4.3 Conflict of Interest Rules. Until affirmed as the final rules or modified by Commission order, the CHCFA-AC shall comply with the Fair Political Practices Commission Conflict of Interest Code, 2 Cal. Code of Regulations, § 18730. For purposes of applying these rules, all members of the CHCFA-AC shall be defined as "designated employees" required to disclose the following "economic interests":

Any investment or business position in, or income from, any of the following:

1. An entity seeking to provide any product or service related to the Committee's function or that has plans to come before the Committee to seek funds from the monies under the control of this group.

2. A parent or a subsidiary of an entity described in subsection (1).

5. ARTICLE FIVE: MEETINGS AND RECORDS

5.1 General. The CHCFA-AC shall act only in the course of a duly noticed meeting. The Committee shall meet at least quarterly. Notification of the date, place, and time of each meeting shall be given to each member and shall be published as required by the Bagley-Keene Open Meeting Act (Gov. Code §11120 et seq.) and in the Commission's Daily Calendar at least ten (10) calendar days in advance of the meeting. Unless another location is stated in the notice, meetings shall be at the Public Utilities Commission Building in San Francisco. Notice shall include the name, address, and telephone number of a person who can provide additional information prior to the meeting, as well as a brief, general description of the business to be transacted and shall highlight important pending decisions, including those to be sent to the Commission for approval. The agenda, once published, shall not be revised ten (10) days prior to the meeting. The Committee may take action on an item of business not appearing on the published agenda, as long as the action is taken in accordance with Gov. Code § 11125.3.

5.2 Open Meetings. All meetings shall be open to the public and shall be held in accordance with the provisions of the Bagley-Keene Open Meeting Act. A copy of the Act shall be given to every existing and new member of the Committee.

5.3 Quorum and Teleconferencing. A majority of the members of the Committee shall constitute a quorum for the transaction of business. The members may be present in person or by conference telephone to the extent consistent with state law regarding open meetings, so long as the place of the meeting is open to attendance by the public and so long as the meeting is conducted in a way that is consistent with the following requirements of Gov. Code § 11123:

(a) All meetings of a state body shall be open and public and all persons shall be permitted to attend any meeting of a state body except as otherwise provided by [Part 1, Chapter 1, Article 9 of the Government Code].

(b)(1) Nothing in Part 1, Chapter 1, Article 9 of the Government Code shall be construed to prohibit a state body from holding an open or closed meeting by teleconference if the convening at one location of a quorum of the state body is difficult or impossible, subject to all of the following:

(A) The teleconferencing meeting shall comply with all requirements of [Part 1, Chapter 1, Article 9 of the Government Code] applicable to other meetings.

(B) The portion of the teleconference meeting that is required to be open to the public shall be audible to the public at the location specified in the notice of the meeting.

(D) All votes taken during a teleconference meeting shall be by rollcall.

(E) The portion of the teleconference meeting that is closed to the public may not include the consideration of any agenda item being heard pursuant to Government Code §11125.5.

(F) At least one member of the state body be physically present at the location specified in the Notice of the meeting.

5.4 Committee Decisions. Each member present shall have one (1) vote. Decisions shall be made by majority vote of those members present as long as a quorum is present at the time of the vote.

5.5 Authorization of Specified Alternates. The Executive Director may appoint an alternate, from the same interest group or constituency as each member (but who need not be a representative of the same entity or organization), who may attend an advisory board meeting and vote in lieu of a member who cannot attend. No other alternate, substitute or proxy representation of Committee members may occur.

5.6 Public Participation. The CHCFA-AC shall provide an opportunity for members of the public to address the Committee directly on each agenda item before or during the Committee's discussion or consideration of the item. The Committee shall provide a sign-up sheet for members of the public who wish to address the Committee. The sign-up sheet shall be available prior to the commencement of the public meeting and shall provide space for the name of the member of the public wishing to address the Committee, whom the individual represents, and the agenda item to be addressed. The Committee shall make its best efforts to recognize the public members during the appropriate comment periods at each meeting, consistent with the Committee's obligation to conduct business in an orderly manner.

5.7 Records. As provided in Paragraph 4.2 (a), the Telecommunications Division liaison shall record and prepare written minutes of CHCFA-AC meetings. A tape recording of the meetings may be made. The Telecommunications Division liaison assigned to the task of preparing the written minutes shall submit them to the Committee at its next meeting for review and approval. Written minutes shall: (a) identify the date, time, and place of the meeting; (b) identify the Committee members in attendance, and (c) contain a summary. Copies of the minutes shall be provided to the Commission or any interested party upon request.

5.8 Public Records Act Request. Copies of the Committee's public documents that are subject to the Public Records Act may be requested from the Committee and the Committee shall provide them within a reasonable time.

6. ARTICLE SIX: OFFICERS

6.1 Two Officers. The CHCFA-AC shall have two (2) officers, a Chair and a Vice-Chair, both of whom shall be members of the Committee. The officers shall be elected by the members of the Committee to serve a term of one year, and they may be re-elected. An officer shall continue to hold office until a successor has been elected and assumed office. However, if an officer ceases to be the designated representative of a class or entity as described in Paragraph 3.3, the officer's appointment shall terminate upon the date that the officer's affiliation ceases.

6.2 Duties. The Chair shall be the executive officer and shall be responsible for the general supervision and direction of the affairs of the Committee. The Chair shall preside at all meetings of the Committee. In the absence of the Chair, the Vice-Chair shall perform the duties of that office. If the Chair and Vice-Chair are unavailable for a meeting where a quorum nevertheless exists, the Chair may appoint a temporary Chair for that meeting. The officers shall perform such other duties as from time to time may be prescribed by the Committee, with the assistance of the Telecommunications Division liaison, as needed.

7. ARTICLE SEVEN: EFFECTIVE DATE AND AMENDMENTS

7.1 Effective Date. This Charter shall become effective on the date it is approved by the Commission unless the Commission establishes a different effective date.

7.2 Amendments. This Charter may be amended by vote of the majority of the members of the CHCFA-AC and the amendment shall be submitted to the Commission for approval. No amendment shall be effective unless and until the amendment has been approved by the Commission. This Charter is subject to amendment, termination or revocation at any time by order of the Commission.

8. ARTICLE EIGHT: LIMITATION ON POWER AND AUTHORITY

8.1 No Authority to Direct Carriers. While the CHCFA-AC shall have the power and authority to function consistent with this Charter, and in particular, to carry out the duties and responsibilities specified in Article Four of this Charter, it shall not have the authority to direct telecommunications carriers to act or refrain from acting. Such authority shall remain solely with the Commission.

8.2 Advisory Board Role. The members of the CHCFA-AC in the performance of their duties and in the actions taken by the Committee shall at all times be subject to the direction, control and approval of the Commission.

This Charter is hereby modified in response to OIR 01-08-002 issued August 2, 2001 and is executed on ____________.

Chair

Vice-Chair

Member

¹ Pub. Util. Code § 271(f) states, "The commission shall determine for each board whether the board members shall receive expense reimbursement pursuant to Section 19820 of the Government Code and a per diem allowance, as specified in Section 11564.5 of the Government Code, or as established by the commission. Each member of a board who is not a commission or public utility employee, or who is not otherwise compensated by an employer for service on the board, shall be entitled to make a claim for and to receive a per diem allowance, if authorized by the commission. Each member of a board who is not a public utility employee, or who is not otherwise reimbursed by an employer for expenses incurred when serving on the board shall be entitled to make a claim for and to receive expense reimbursement, if authorized by the commission. The commission shall allow all reasonable expense and per diem claims. The payments in each instance shall be made only from the fund that supports the activities of the board and shall be subject to the availability of money in that fund. The claims shall be filed by the board with the commission."