Florida Reliability Coordinating

“Frcc has two types of membership: voting members and affiliate members. A voting member is a member that is not an affiliate member, and who meets all of the following criteria for membership: (i) has a material interest in the reliability of the bulk power system in the frcc reliability area; (ii) qualifies for eligibility in one or more of the "sectors" identified in the council's bylaws ("bylaws"); (iii) agrees to comply with and be bound by the bylaws and other rules and regulations adopted by frcc's board of directors, by execution of the most current approved form of member agreement ("member agreement"), as set forth in appendix a to the bylaws or such other form of member agreement as may be approved by the board of directors; and (iv) meets the financial and other obligations set forth in the bylaws and the member agreement. An "affiliate member" is defined as an entity that: (i) otherwise qualifies as a voting member pursuant to the bylaws, (ii) is an affiliate of a voting member, and (iii) agrees to comply with and be bound by these bylaws and other rules and regulations adopted by frcc's board of directors, by execution of the most current approved form of member agreement, as set forth in appendix a to the bylaws or such other form of member agreement as may be approved by the board of directors. Affiliate members shall have no right to vote on any matter, nor any right to be elected or appointed to the board.”

“Directors, with the exception of the ceo, shall be elected from the voting members as described below: directors allocated to a particular sector shall be elected by the voting members of such sector by majority vote. In addition, within each sector, voting members from that sector may, by majority vote, elect additional directors, subject to a maximum of five (5) directors representing such sector. The voting members in a sector may elect, by majority vote, an alternate director for each director. Each alternate director shall be designated as an alternate for a particular elected director of that sector. To be eligible, an alternate director shall either be a direct report to the director for which that person is the designated alternate director, or a senior officer or manager of the voting member represented by the alternate director. Notwithstanding the foregoing, under no circumstance shall the total votes of the directors or their alternate directors for a sector exceed the total votes of the directors of such sector specified in section 3 2(d) of the bylaws. Within each sector, only voting members from a given sector may elect directors or alternate directors for that sector. Within the load serving entity sector, director(s) representing 0.5 votes shall all be from a municipal, and director(s) representing 0.5 votes shall be from a cooperative.”

“Subject to the provision that no amendment to the bylaws may limit the rights of a member to resign from membership, the bylaws may be amended, altered, or repealed through the following procedure: (a) any voting member may suggest amendments to the bylaws. (b) if the proposal is approved by the board, the board shall place the proposal on the agenda of either the next annual meeting of the voting members, or at a special meeting of the voting members called for the purpose of considering amendments to the bylaws. (c) voting members shall vote to enact the board-approved amendment in accordance with the bylaws.”

“An electronic copy of the form 990 is provided to the board of directors for review prior to filing with the irs.”

“A conflict of interest statement is distributed to and signed by company officers and employees on an annual basis this statement is reviewed by the controller and the ceo.”

“There is a personnel compensation committee, composed of the unpaid officers of the board of directors that meets annually to determine the compensation and bonus of the paid officers of the council.”

“Budgets, governing documents, conflict of interest policy, and financial statements are available to any person who requests it verbally or in writing.”

“Consulting fees 5,567,748. Software maintenance 85,761.”

“Change in postretirement obligation 30,413.”