Northwest Power Pool Corporation

“Corporate membership in nwpp may be granted to a corporation, utility or agency that (i) submits an application or submits an intake form, as applicable; (ii) meets the criteria set forth in a category of corporate membership in nwpp; (iii) shares interest in and supports the purposes of nwpp; (iv) abides by the bylaws and other such policies, rules, and regulations as nwpp may adopt; and (v) meets such additional criteria established by nwpp. Except as otherwise provided by resolution of the board of directors, admission of corporate members shall be made by the president/ceo upon a determination by the president/ceo that the applicant meets the qualifications established for corporate membership as set forth in these bylaws. In cases of questions regarding eligibility, or if there is no president/ceo, the decision shall be referred to the board of directors. The corporation has two classes of members. 1) program signatories. Program signatory membership may be granted to any load-responsible entity participating in a nwpp-facilitated reliability program. Each program signatory shall have the following rights and privileges under ors 65.144: (i) the right to vote on an action or amendment to the articles of incorporation or bylaws if the action or amendment would reduce or eliminate the member's right to vote; (ii) the right to vote to dissolve the corporation (iii) the right to vote on mergers; and (iv) the right to inspect the corporation's accounting records and corporate membership list, as provided in ors 65.774. 2) allied partners. Allied partnership status may be granted to companies, utilities, agencies, groups and stakeholders involved or associated with the mission and purpose of nwpp. Allied partners shall be non-voting, shall not be counted for purposes of determining whether a quorum is present at a meeting of the corporate members and shall not be entitled to vote on any matter. An allied partner may participate in discussions of the corporate members at the discretion of the chair. Additional types of corporate memberships and the qualifications and rights of each type of corporate member may be established by amendment to these bylaws. All corporate members may participate in the activities and programs of nwpp pursuant to those program criteria and agreements, may be appointed to serve on committees per their charters or these bylaws and shall pay dues as may be set forth by the board of directors from time to time.”

“Voting members have certain rights, including: (i) the right to vote on an action or amendment to the articles of incorporation or bylaws if the action or amendment would reduce or eliminate the member's right to vote; (ii) the right to vote to dissolve the corporation; (iii) the right to vote on mergers; and (iv) the right to inspect the corporation's accounting records and corporate membership list as provided by oregon law.”

“All Board members receive the draft Form 990 in advance of a finance and audit committee meeting. All Board members and the auditor are invited to the meeting, during which Board members are able to ask questions and raise any concerns they may have about the Form 990. If the Board members are satisfied with the content and raise no concerns, the Form 990 will be completed and filed. If Board members note any issues of concern, those concerns will be addressed before the Form 990 is completed and filed”

“NWPP'S new, independent Board has adopted a conflict of interest policy. That policy requires Board members to remain free of conflicts of interest and to report any conflicts that may arise. Each Board member completes an annual disclosure form related to financial independence and conflicts of interest.”

“The NWPP president's compensation is managed by the Board of directors ("Board"). The Board is responsible for establishing the president's total compensation. The Board employs the following process: A.) At the annual meeting of the Board, the Board will meet in executive session to discuss the president's compensation. The Board may use informal surveys and benchmarking results of various organizations (e.g. utilities, engineering consultants, financial institutions, and others) to assure total compensation is in line with comparable positions. B.) The Board evaluates the president's performance, contributions, and value provided to the organization over the prior year. C.) The Board uses this information, along with the recommended annual employee compensation adjustment provided by the president, to establish the total compensation for the president for the next year.”

“NWPP employee compensation is managed by the president. The president is responsible for establishing the annual employee compensation adjustment. This adjustment is composed of cost-of living and merit increases. The compensation adjustment, including supporting material, is presented to the board during the budget approval process.”

“Nwpp provides its governing documents and conflict of interest policy to the public. Financial statements are available upon request.”

“WRAP SERVICES - Total Expense: 5016117, Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; PROGRAM SERVICES - Total Expense: 541728, Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; ADMIN SERVICES - Total Expense: 57995, Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ;”

“The retirement benefits adjustment reflects the actuarial gain on the apbo of change in discount rate assumption.”

“Retirement benefit adjustment - 133223;”