Midwest Reliability Organization

“The corporation has two classes of members, members and adjunct members: a member may be any entity eligible to be a member of any industry sector. Each member/entity in good standing is entitled to one vote in the industry sector in which it is a member on matters submitted to a vote of members. Voting of the members is by sector, with each sector entitled to the same number of votes as it has directors on the board. Adjunct members may be any entity that is not eligible to belong to any industry sector, has material interest in reliability issues in the corporation's region and becomes an adjunct member of the corporation. Adjunct members receive all meeting notices and may attend meetings. Adjunct members do not have voting rights.”

“As provided in the corporation's bylaws, 19 of the board members are elected by members of the organization belonging to the following industry sectors: transmission system operators sector, generators and power marketers sector, investor owned utilities sector, cooperative sector, municipal utilities sector, federal power marketing agencies, and the canadian utilities sector.”

“The corporation may sell, lease, transfer, or dispose of all or substantially all of its property, assets, including its goodwill, not in the usual and regular course of its activities, upon those terms and conditions and for those considerations, which may be money, securities, or other instruments for the payment of money or other property as the board of directors considers expedient only when approved at a regular or special meeting of the members by the affirmative vote of 2/3 of all the members.”

“The organization does not have any committees that have the authority to act on behalf of the governing body.”

“The form 990 is prepared by the organization's public accounting firm based on information provided by management. Once the draft is available, it is reviewed by management and any changes incorporated into the filing. Once this detailed review is complete, the draft of the form 990 is presented to the board of directors for their review and comments prior to filing with the irs.”

“Any director, officer, employee and agent of mro and any member and its representatives who serve on any mro committee, organizational group, working group or task force must disclose the existence of any financial interest that may create any actual or possible conflict of interest in any transaction or arrangement. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family: an ownership or investment interest in any entity with which mro has a transaction or arrangement; or a compensation arrangement with mro or with any entity or individual with which mro has a transaction or arrangement; or a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which mro is negotiating a transaction or arrangement.”

“A performance evaluation of the mro president is performed by the governance and personnel committee with input and review by the entire board of directors, and is based upon the organization's goals and objectives. In addition, the board may initiate an independent compensation review of the position of mro president when appropriate. The mro president's compensation is approved by the board and the compensation decision is documented in the personnel files. For other officers and key employees, the president and ceo oversees compensation per mro's compensation philosophy framework. Annually the president and ceo reports to the board results of his/her evaluation of all other executive and key staff. At times, this evaluation is supplemented by independent or third-party market or compensation studies. All compensation decisions are documented in personnel files.”

“Mro's governing documents, policies, and audited statements with independent reports are available for review on its website.”

“Change in postretirement medical benefit obligations 192,596. Other components of net periodic pension cost 89,315.”