Western Electricity Coordinating Council

“The ceo may not cast a vote that creates or breaks a tie.”

“The board may delegate to any person or any committee any or all of its powers and authority except any power that it may not delegate pursuant to applicable utah law, and the power to: 1) adopt any reliability standard; 2) approve budgets; 3) form committees; 4) amend the bylaws; 5) elect the board chair and other officers of the board; and 6) hire, fire or set the terms of employment of the chief executive officer. These powers are subject to the right of any member to appeal any of such decisions to the board within 30 days of the committee vote on the decision by writing a letter to the chief executive officer that describes in reasonable detail the grounds for appeal, and requests that the appeal be considered by the board at its next regularly scheduled meeting, subject to applicable notice requirements. Delegation will be by resolution. Any director may call for a vote to rescind such delegation at any time.”

“Candidates for a director position shall be nominated by a nominating committee. The nominating committee consists of three directors and four member advisory committee members. A candidate will be elected to the board on receiving a majority vote of the members as a whole, in addition to a majority of the classes (three of the five) having a majority vote from the members of the individual membership class.”

“Per our bylaws, members have the right to elect and remove board directors. Candidates for a board director position are nominated by the nominating committee through a formal and documented process. The nominating committee consists of three voting members that are board directors and four voting members that shall be member advisory committee members. Wecc members vote for each nominated candidate separately, and a candidate is elected to the board upon receiving an affirmative majority vote of (1) those members voting and (2) a majority of member classes.”

“Changes to the wecc bylaws, as outlined in section 12, require the approval of the board or the full membership of wecc, respectively. Those sections most directly related to governance require member approval. Such changes are voted upon by board and, if receiving the required two-thirds majority in favor of approval, they are then forwarded to the membership for final approval. In addition, all changes to the wecc bylaws and wecc's delegation agreement require approval by the north american electric reliability corporation(nerc) and the federal energy regulatory commission (ferc). Wecc may be terminated upon a vote of a majority of the members in accordance with the provisions of utah law, the federal power act and the requirements of the delegation agreement and applicable international reliability agreements. Wecc's budget and business plan also require approval by both nerc and ferc. Such items are sent to the nerc board of trustees for ratification. Nerc then files them with ferc for approval.”

“Once the return has been prepared by the tax preparer, the chief financial and administrative officer reviews the form 990 for completeness and any necessary changes are made. A copy is provided to the ceo and general counsel for review prior to filing. The board of directors is also provided with a copy prior to filing.”

“Wecc's conflict of interest policy is contained in the standards of conduct for members of the board of directors and officers and employee standards of conduct, both of which are appended to the wecc bylaws. As such, these policies apply to all board directors and employees. Conflicts of interest are also addressed in the wecc board of directors principles of corporate governance, a board-approved document providing guidance to board directors on various topics. Any potential conflict of interest is reported to the ceo, board chair, or general counsel, as appropriate. In addition, wecc practice permits anonymous reporting of potential conflicts to the wecc hotline. The ceo and board chair consult with the general counsel regarding any potential conflicts not reported directly to the general counsel. The general counsel will then advise the reporting director, employee, or contractor regarding whether the activity is or may be considered a conflict and discuss appropriate action to avoid or remedy the conflict, including, in the case of board directors, recusal by the affected director from the matter in question by written notice to the board or, in extreme cases, resignation.”

“Each year the ceo prepares a self-assessment comparing their performance to the goals set for the year by the board. The self-assessment is reviewed by the board of directors. The human resources and compensation committee (hrcc) may provide input on the ceo's performance to the board. The board reviews all input and makes an assessment. Based on the assessment, the board determines and approves an increase in salary, taking into account the budget and any available market data (market data is sought every two to three years). Each year the executives of wecc prepare a self-assessment comparing their performance to the goals set for the year by the ceo. The self-assessment is reviewed by the ceo. The ceo also assesses the executives' performance. Based upon their performance, a recommended increase in salary is proposed to hrcc taking into account the budget and any available market data (market data is sought every two to three years). The hrcc reviews the information and makes a recommendation to the board for approval. The executive team reviews and approves or rejects proposed salary increases for the remaining employee population.”

“Governing documents are available on the wecc website. The conflict of interest policy and the financial statements are available upon request.”