Midwest Reliability Organization Inc.

“The organization 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 organization's region and becomes an adjunct member of the organization. Adjunct members receive all meeting notices and may attend meetings. Adjunct members do not have voting rights.”

“As provided in the organization's bylaws, 17 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, utilities sector, cooperative sector, municipal utilities sector, federal power marketing agencies, and the canadian utilities sector.”

“The organization 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 midwest reliability organization does not require documentaion of meetings held by each committee w/ authority to act on behalf of the governing body.”

“The form 990 is submitted to the governing body in draft form prior to submission to the irs. The board members are given the opportunity to review and comment or ask questions regarding the form 990.”

“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 mro board of directors, led by the personnel committee chair, 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. Compensation increases should be within the budget guidelines established by the mro finance and audit committee in the current year's approved budget. Material differences should be reviewed and approved by the mro personnel committee, and if necessary, the board of directors.”

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

“Change in postretirement medical benefit obligations 194,304.”

“The process for the oversight of the audit has not changed since the prior year.”