Southwest Power Pool, Inc. SPECIAL MEETING OF ... mtg mmbrs...6. RR219 ECC Compliance Filing ii....

Southwest Power Pool, Inc. SPECIAL MEETING OF MEMBERS

Doubletree Warren Place – Tulsa, Oklahoma April 25, 2017

Agenda Item 1 - Administrative Items

SPP Board of Directors Chair Mr. Jim Eckelberger called the meeting to order at 8:05 a.m. Mr. Eckelberger asked for a round of introductions. There were 111 people in attendance either in person or via the phone representing 26 Members (Attendance List – Attachment 1). Mr. Jim Eckelberger reported proxies (Proxies – Attachment 2). Agenda Item 2a – Election of Members Committee Representatives

Mr. Nick Brown began by reporting on the two items under consideration for the Membership. There is the election of three new Members Committee representatives (Membership Recommendation Members Committee Ballot – Attachment 3) and revisions to the Bylaws in sections 9.2, 9.3, and 9.7 (Membership Recommendation Regional Entity Bylaws Revisions – Attachment 4). Nick reminded everyone that Ms. Kelly Walters from The Empire District Electric Company has retired. Ms. Walters had served on the Members Committee for one year and on the Human Resources Committee for two years. The additional openings are from Mr. Scott Heidtbrink retiring from Kansas City Power & Light Company and Mr. Mark Tourangeau leaving NextEra Energy Resources. It is the responsibility of the Corporate Governance Committee (CGC) to fill vacancies on the Members Committee on a temporary basis which was done in February and March, until the next meeting of the Membership. Representatives on the Members Committee do serve on staggered three-year terms. Mr. Jim Eckelberger asked if there were any nominations from the floor. There were none. The Membership voted by ballot. The ballots were counted. The three candidates were elected. The terms for Mr. Brent Baker (The Empire District Electric Company) and Mr. Kevin Noblet (Kansas City Power & Light Company) will expire in 2018. The term for Ms. Aundrea Williams (NextEra Energy Resources) will expire in 2017. Agenda Item 2b – Section 9 Bylaws Revisions

There are two modifications to three areas in Section 9 of the SPP Bylaws. These changes fall under the purview of the Membership. The Regional Entity Trustees came to the Corporate Governance to request specific modifications; a change in title for the General Manager and the addition of the position of vice chair to the Regional Entity Trustees. The redline of sections 9.2, 9.3, and 9.7 were distributed prior to the meeting and are included in the background materials. Mr. Bob Harris moved to accept the Regional Entity Bylaws Revisions. Mr. David Osburn seconded the motion. The Membership voted; the motion passed. Adjournment

With no further business, Mr. Eckelberger adjourned the Special Meeting of Members at 8:11 a.m. Respectfully Submitted, Paul Suskie, Corporate Secretary

Southwest Power Pool, Inc. BOARD OF DIRECTORS/MEMBERS COMMITTEE MEETING

April 25, 2017 Doubletree Warren Place – Tulsa, Oklahoma

• A G E N D A •

8:00 a.m. – 3:00 p.m. Special Meeting of Members

1. Call to Order and Administrative Items……………………………………...……..Mr. Jim Eckelberger

2. Corporate Governance Committee Report……………………………………………..Mr. Nick Brown

a. Election of Members Committee Representatives b. Revisions to Bylaws Table of Contents, 9.2, 9.3, and 9.7 – Regional Entity General

Manager Title Change and Addition of a Regional Entity Trustees Vice Chair Position

Adjourn for Board of Directors/Members Committee Meeting Board of Directors/Members Committee Meeting

1. Call to Order and Administrative Items…………………………………………….Mr. Jim Eckelberger

2. Reports to the Board

a. President’s Report………………………………………………………………..Mr. Nick Brown

b. Regional State Committee Report…………………………….......Commissioner Steve Stoll

c. Federal Energy Regulatory Commission Report…………………………..Mr. Patrick Clarey

d. Regional Entity Trustees Report…………………………………………..Mr. Dave Christiano

e. Oversight Committee Report……………………………………………….......Mr. Josh Martin i. Presentation on MMU Independence ii. Looking Forward Report

f. Strategic Planning Committee Report………………………………….............Mr. Mike Wise

g. Human Resources Committee Report……………………………………….…Mr. Julian Brix

3. Consent Agenda

a. Approve January 31, 2017 Minutes

b. Corporate Governance Committee i. Recommendation – Charter Approvals ii. Recommendation – Vacancy/Finance Committee iii. Recommendation – Vacancy/Human Resources Committee iv. Recommendation – Revisions to Bylaws 3.1 and 3.3.2 (Alternating when certain

Chair and Vice Chair terms expire)

c. Finance Committee i. Recommendation – 2017 Benefit Plan Funding

d. RARTF i. Remand of RR155 Potential RCAR Remedies

e. Markets and Operations Policy Committee i. MWG

1. RR200 Design Change for BSS and OCL Distribution 2. RR203 Adding Second Step to Monthly ARR Allocation 3. RR205 Correction to RR127 for Regulation Limit Requirements

4. RR216 Instantaneous Load Capacity Refiling 5. RR217 Amendment to RR175-Order No. 825 Compliance Filing 6. RR219 ECC Compliance Filing

ii. ORWG 1. RR213 Voltage Stability Control

iii. RTWG 1. RR202 Network Customers Obligation for Redispatch Costs 2. RR208 TPITF Tariff Revisions 3. RR211 Competitive Project Minimal Threshold

iv. TWG 1. RR224 Changes to Planning Horizon SOL Methodology 2. RR215 Remove DME Protection and Control Criteria 3. RR186 Remove Selected Protection and Control Criteria 4. 2017 ITPNT Report 5. 2018 ITPNT Scope 6. Regional Review for Brookline Reactor

v. SSC 1. Morgan Transformer Project

vi. CPWG 1. RR218 Increase Unsecured Credit Allowance Maximum

vii. RARTF 1. RR223 RCAR Frequency Change

viii. Staff 1. Reevaluation – Basin – 345 kV Roundup – Kummer Ridge

4. Finance Committee Report

a. Recommendation – 2016 Financial Audit Acceptance b. Recommendation – Auditor Engagements

5. Markets and Operations Policy Committee Report……………………………..........Mr. Paul Malone

a. MWG i. RR125 Removal of Day-Ahead Limited Must-Offer ii. RR214 Cost Plus 10% Mitigation Enhancement

b. ESWG i. 2017 ITP10 Further Evaluation – Potter to Tolk

c. SSC i. Revisions to Seams Projects Policy Paper

d. TWG i. 2017 ITPNT Portfolio

6. Future Meetings

2017 BOD – June 12-13…………………………………………………Little Rock, AR RET/RSC/BOD – July 24-25…………..………………………….Denver, CO RET/RSC/BOD – October 30-31…………………………………Little Rock, AR BOD – December 5…………………….………………………….Little Rock, AR 2018 RET/RSC/BOD – January 29-30…………………………………Oklahoma City, OK RET/RSC/BOD – April 23-24……………………………………..Kansas City, MO BOD – June 11-12…………………………………………………Little Rock, AR RET/RSC/BOD – July 30-31…………..………………………….Omaha, NE RET/RSC/BOD – October 29-30…………………………………Little Rock, AR BOD – December 4…………………….………………………….Little Rock, AR

ON THE PHONE

Larry Altembaumer SPP Director

Jamie Hajek NorthWestern Energy

Jeffrey Riles Enel Green Power North America, Inc.

Robert Pick Nebraska Public Power District

Gerald Deaver Xcel Energy

John Boshears City Utilities of Springfield MO

Trent Carlson SouthCentral MCN LLC

Brian Rounds AESL Consulting

John Knofczynski East River Electric Power Cooperative

From: Shaun ScottTo: Shaun ScottSubject: MEMBERSHIP PROXY - Heather Starnes for John Grotzinger 20170425Date: Monday, April 24, 2017 8:41:38 PM

From: John Grotzinger <[email protected]>Date: April 24, 2017 at 6:56:05 AM CDTTo: Carl Monroe <[email protected]>Cc: Heather Starnes <[email protected]>, Doug <[email protected]>Subject: SPP

Carl,

I wanted to acknowledge my proxy to Heather Starnes. I wanted to be sureMJMEUC is represented on voting issues.

Thanks for your consideration.

John E GrotzingerChief Operating OfficerMJMEUC

This email and any attachments are for the sole use of the intended recipient(s) and maycontain confidential information. If you receive this email in error, please notify the sender,delete the original and all copies of the email and destroy any other hard copies of it.

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mailto:[email protected]





From: Boyko, TomTo: Shaun ScottCc: Risan, Mike; Edwards, JimSubject: MEMBERSHIP PROXY Mike Risan for Tom Boyko 20170425Date: Monday, April 24, 2017 1:22:57 PM

Shaun,

I would like to request that Mike Risan, Basin Electric, serves as East River’s proxy for the specialmeeting of the members. Thanks

mailto:/O=SPPCORP/OU=EXCHANGE ADMINISTRATIVE GROUP (FYDIBOHF23SPDLT)/CN=RECIPIENTS/CN=BOYKO_TOM




https://www.spp.org/spp-documents-filings/?id=18449


https://www.spp.org/

http://twitter.com/SPPorg

http://www.facebook.com/SouthwestPowerPool

From: Carl MonroeTo: Shaun Scott; Nick BrownSubject: PROXY John Allen for Jeff Knottek 20170425Date: Monday, April 24, 2017 12:43:49 PM

FYI

Begin forwarded message:

From: Jeff Knottek <[email protected]>Date: April 24, 2017 at 9:46:39 AM CDTTo: Carl Monroe <[email protected]>Cc: John Allen <[email protected]>Subject: **External Email** April 2017 Board Meetings

Carl,I am unable to attend the Board meetings due to a family medical emergency. Iam giving my proxy to John Allen. Thanks.

Jeff KnottekCity Utilities of Springfield, MO

Sent from my iPhone

[City Utilities]

[City Utilities]<http://www.cityutilities.net>

PO Box 551 | Springfield, MO 65801-0551cityutilities.net<http://www.cityutilities.net>

This email and any attachments are for the sole use of the intended recipient(s) and maycontain confidential information. If you receive this email in error, please notify the sender,delete the original and all copies of the email and destroy any other hard copies of it.

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http://www.cityutilities.net/

http://cityutilities.net/

http://www.cityutilities.net/

Southwest Power Pool, Inc. CORPORATE GOVERNANCE COMMITTEE

Recommendation to the Membership April 25, 2017

Nominations to Fill Vacancies on the Members Committee

Background There are three vacancies on the Members Committee due to two retirements and a job transfer. The open positions are to fill three mid-term vacancies. Analysis Representatives on the Members Committee are elected by the SPP Membership for staggered three-year terms. When a vacancy occurs the Corporate Governance Committee may elect an interim representative from the same sector to serve until a replacement representative from the same sector is elected and takes office. A special election shall be held at the next meeting of Members to fill the vacancy for the unexpired term. The replacement representative shall take office immediately following the election. Recommendation: The following candidates are nominated for the respective terms indicated:

Members Committee (sector): Brent Baker (IOU) - Term ending 2018 Kevin Noblet (IOU) - Term ending 2018 Aundrea Williams (IPP) - Term ending 2017

Other nominations for the Members Committee may be made from the floor. Approved: Corporate Governance Committee February 16 and March 17, 2017 Action Requested: Conduct the election

Southwest Power Pool, Inc. SPECIAL MEETING OF MEMBERS

April 25, 2017

Ballot for SPP Members Committee Special Election

SPP MEMBERS COMMITTEE: Each Member should vote for the number of nominees allocated for each sector. Investor Owned Utilities: (All Members should vote for 2 nominees)

Recommended by Corporate Governance Committee: For Against

Brent Baker (The Empire District Electric Company) – Term Expires 2018

Kevin Noblet (Kansas City Power & Light Company) - Term Expires 2018

Additional Nominees:

_____________________________________________ _____________________________________________ IPP/Marketer: (All Members should vote for 1 nominee)

Recommended by Corporate Governance Committee: For Against

Aundrea Williams (NextEra Energy Resources) – Term Expires 2017

Additional Nominees:

_____________________________________________ _____________________________________________

MEMBER: ___________________________________________________________________ REPRESENTATIVE’S SIGNATURE: ______________________________________________

Members Committee

Nomination Form Nominee Name & Title: Brent Baker, P.E. – Vice President Customer Experience

Company: The Empire District Electric Company

Type of Experience & Responsibilities with Company:

Brent began his career as a Transmission Engineering for 7 years and moved into management of the distribution Construction Design team. In 2015 Brent was Vice President of Customer Service, Transmission and Engineering. While Vice President, Brent participated in the SPC committee at SPP as well as the RE Trustees, RSC and BOD meetings. Brent is familiar with the process and the opportunities to improve the region with the SPP.

Nominee’s Phone Number & Email Address: 417.625.4215 / [email protected]

Nominated by: Fred Meyer

TO/TU Transmission Owning Member

Nomination Form Investor Owner Utility Sector

Nominee Name & Title:

Kevin Noblet, Vice President, Delivery

Company:

Kansas City Power & Light Company


As vice president of Delivery, Kevin Noblet leads KCP&L's delivery organization, including safety & training, system operations, construction and design, customer services, and contract management. He is also a member of the operations board for the Wolf Creek Generating Station, Kansas' first nuclear power generating station.

Mr. Noblet served as vice president, Generation from 2012 to 2016. In that role, he led KCP&L's generation organization, including the company's generation strategy, safety and training; wholesale marketing and trading; and plant dispatching, long-term resource planning and generation engineering. He has also served as senior director, Renewables and Gas Generation; senior director, Supply Services; and director of Risk Management. Under his leadership, KCP&L has expanded its renewable portfolio to include 62 megawatts of hydropower and increased wind generation by an additional 600 megawatts and he was instrumental in the Company's integration into the Southwest Power Pool's Integrated Market.

Mr. Noblet held several regulated and nonregulated positions with Aquila Inc. prior to its acquisition by Great Plains Energy, including vice president - Energy Resources and director of Origination. He also was a staff electrical engineer for Burns & McDonnell, where he designed and managed electrical and control projects for various utilities and electrical cooperatives.

He holds a Bachelor of Arts degree in physics from William Jewell College in Liberty, Mo.; a Bachelor of Science degree in electrical engineering from Washington University in St. Louis, Mo.; and a Master of Business Administration degree from the University of Kansas.

Nominee’s Phone Number & Email Address:

(816) 701-7811 / [email protected]

Nominated by:

Denise Buffington

Nomination Form Nominee Name & Title: Aundrea Williams: Regional Director-South (SPP & ERCOT)

Company: NextEra Energy Resources (NEER)


Primary responsibility representing NEER, a fortune 200 company, interests in Regulatory bodies throughout the United States (including RTOs, Commissions and Legislatures) Majority of time is spent participating in stakeholder processes/regulatory bodies/regional organizations, lobbying of legislatures, endeavoring to formulate our companies' strategies in the South region that includes ERCOT and SPP. Assist NEER in realizing corporate objectives in ERCOT and SPP and develop and execute long range strategic planning for the organization in the South. Over 15 years of experience in the energy industry working on a vast array of key initiatives with a multitude of Regulatory and Legislative entities across the country. Extensive range of experience spanning from national retail markets and advocacy as well as wholesale markets across the country with a primary focus on ERCOT and SPP.

Nominee’s Phone Number & Email Address: 281-726-4520; 713-401-5936 / [email protected]

Nominated by: Jack Clark

TO / TU Transmission User

Southwest Power Pool, Inc. CORPORATE GOVERNANCE COMMITTEE

Recommendation to the Membership April 25, 2017

Revision to Bylaws/RE General Manager Title Change and Addition of RE Trustees Vice Chair Position

Background At the Regional Entity Trustees’ request, the Corporate Governance Committee considered and approved revisions to change the title of the Regional Entity General Manager to Regional Entity President and add a Vice Chair position for the Regional Entity Trustees. Analysis The Regional Entity requested that the General Manager title be changed to President in furtherance of providing a title more appropriate and indicative of the position and, also, that the position of Regional Entity Trustees Vice Chair be added for a more consistent transition in the event the Regional Entity Trustees Chair is unable to complete his/her duties. The SPP Bylaws do not currently provide for Regional Entity Trustee election of a Vice Chair. Section 10 of the Bylaws requires that modifications to Section 9 be approved by the Membership. Notice of these Bylaws changes were provided to the Membership by Assistant Corporate Secretary Shaun Scott on March 24, 2017. Recommendation: Approval of the new Regional Entity President title and addition of a Regional Entity Trustees Vice Chair position as outlined above and as reflected in the changes to the Bylaws Table of Contents, and Sections 9.2, 9.3, and 9.7 (attached). Approved: Corporate Governance Committee February 16, 2017 Action Requested: Approve recommendation

Governing Documents Tariff --> Bylaws, First Revised Volume No. 4 --> Bylaws Table of Contents

Effective Date: 3/1/2014 - Docket #: ER13-2031-000 - Page 1

Southwest Power Pool Bylaws

Table of Contents

1.0 Definitions

2.0 Membership

2.1 Qualifications

2.2 Applications

2.3 Member Responsibilities and Obligations

2.4 Termination, Removal and Reinstatement

2.5 Participation in Regional Entity Activities

3.0 Organizational Administration

3.1 Structure

3.2 Attendance and Proxy

3.3 Leadership

3.3.1 Appointment

3.3.2 Terms

3.3.3. Vacancies

3.4 Executive Authority

3.5 Meetings

3.6 Order of Business

3.7 Expenses

3.8 Quorum

3.9 Voting

3.9.1. Markets and Operations Policy Committee and Membership

3.9.2 Organizational Groups and Task Forces

3.10 Appeal

3.11 Staff Independence and Support

3.12 Publications and Data Bases

3.13 Dispute Resolution

3.13.1 Instigation

3.13.2 Dispute Resolution Process



3.13.3 Resolution Procedures

3.13.4 Expenses

3.13.5 Liability

3.14 Meeting of Members

3.15 Liability, Insurance and Indemnification

3.15.1 Waiver of Liability

3.15.2 Insurance

3.15.3 Indemnification of Directors, Officers, Agents and Employees

3.15.4 Limitations

3.15.5 Modification of Rights by Agreement

3.15.6 Procedural Rights Not Affected

3.16 Compliance with Membership Requirements

3.17 Market Monitoring

4.0 Board Of Directors

4.1 Duties

4.2 Composition and Qualifications

4.2.1 Composition

4.2.2 Qualifications

4.2.3 Conflicts of Interest

4.3 Term and Election

4.4 Resignation and Removal of Directors

4.5 Vacancies

4.6 Functioning of the Board of Directors

4.6.1 Meetings and Notice of Meetings

4.6.2 Chair and Vice Chair; Election and Terms

4.6.3 Quorum and Voting

4.6.4 Compensation of Directors

4.6.5 Executive Session

5.0 Committees Advising The Board Of Directors

5.1 Members Committee

5.1.1 Composition and Qualifications



5.1.2 Term and Election

5.1.3 Resignation and Removal of Members Committee Representatives

5.1.4 Vacancies

5.1.5 Meetings

6.0 Committees Reporting To The Board Of Directors

6.1 Markets and Operations Policy Committee

6.2 Strategic Planning Committee

6.3 Human Resources Committee

6.4 Oversight Committee

6.5 Finance Committee

6.6 Corporate Governance Committee

7.0 Regulatory Involvement And Regional State Committee

7.1 Retention of State Regulatory Jurisdiction

7.2 Regional State Committee

7.3 Retention of Other Regulatory Jurisdiction

8.0 Fiscal Administration

8.1 Operating Budget

8.2 Annual Membership Fee

8.3 ERO and Regional Entity Costs

8.4 Monthly Assessments

8.5 Fiscal Agent

8.6 Auditors

8.7 Financial Obligation of Withdrawing Members

8.7.1 Existing Obligations

8.7.2 Computation of a Member’s Existing Obligations

8.7.3 Financial Obligations for Transmission Facilities

8.7.4 Penalty Costs

9.0 Regional Entity Function

9.1 Regional Entity

9.2 Regional Entity Staff

9.3 RE General ManagerPresident



9.4 Duties of Regional Entity Staff

9.5 Regional Reliability Standards Setting

9.6 Compliance Monitoring and Enforcement Program

9.7 Regional Entity Trustees

9.7.1 Functions and Duties of the Regional Entity Trustees


9.7.2.1 Composition

9.7.2.2 Qualifications

9.7.2.3 Conflicts of Interest


9.7.4 Resignation and Removal of Regional Entity Trustees

9.7.5 Vacancies


9.7.7 Chair


9.7.9 Compensation of Regional Entity Trustees


10.0 Amendments To These Bylaws, The Articles of Incorporation, and Membership

Agreement

11.0 Effective Date and Transition Provisions

Governing Documents Tariff --> Bylaws, First Revised Volume No. 4 --> Bylaws 9.0 Regional Entity Function --> Bylaws 9.2 Regional Entity Staff

Effective Date: 8/5/2010 - Docket #: ER10-2145 - Page 1

9.2 Regional Entity Staff

The Regional Entity Trustees will oversee staffing requirements for the SPP

Regional Entity. All SPP Regional Entity staff shall report through the Regional Entity

(RE) General ManagerPresident to the Trustees.

Governing Documents Tariff --> Bylaws, First Revised Volume No. 4 --> Bylaws 9.0 Regional Entity Function --> Bylaws 9.3 RE General Manager

Effective Date: 8/5/2010 - Docket #: ER10-2145 - Page 1

9.3 RE General ManagerPresident

The RE General ManagerPresident shall be selected by and report to the SPP

Regional Entity Trustees, and will provide leadership and vision, oversee the execution of

RE strategic direction, and direct the day-to-day operations of the RE. The RE General

ManagerPresident shall carry out the rights, duties and obligations of the SPP RE

pursuant to the authority granted by these Bylaws, the Regional Entity Trustees, and SPP

corporate policies. The RE General ManagerPresident’s responsibilities shall include but

are not limited to:

(a) Providing guidance and oversight of the execution of the performance of

delegated statutory functions from the ERO;

(b) Developing and managing an appropriate organizational structure and

staffing levels to accomplish the RE functions;

(c) Developing an annual RE business plan and budget for RE Trustee, NERC

and FERC approval;

(d) Providing sound fiscal management;

(e) Ensuring compliance with SPP’s Bylaws and Regional Entity Delegation

Agreement, as well as other applicable federal, state, and local laws; and

(f) Interfacing with SPP members and stakeholders, federal and state

regulators, other Regional Entities, and NERC on matters related to the

reliability of the bulk power system.

The President shall ensure that the RE General ManagerPresident has adequate

resources, access to information, and the full cooperation of Staff and Organizational

Groups for the effective execution of his/her duties.

Governing Documents Tariff --> Bylaws, First Revised Volume No. 4 --> Bylaws 9.0 Regional Entity Function --> Bylaws 9.7 Regional Entity Trustees


9.7 Regional Entity Trustees

9.7.1 Functions and Duties of the Regional Entity Trustees

The Regional Entity Trustees shall at all times act in the best interests of SPP’s

role as the SPP Regional Entity in its management, control, and direction of the general

business of the Regional Entity functions. In reaching any decision and in considering the

recommendations of an appropriate entity, the Regional Entity Trustees shall abide by the

principles in these Bylaws. Its duties shall include, but are not limited to oversight of the

following:

(a) Select, oversee and review the performance of the SPP RE General

ManagerPresident in carrying out the statutory functions and duties as

defined in the Delegation Agreement between ERO and SPP;

(b) Approve the annual RE business plan and budget;

(c) Perform function assigned by the SPP Compliance Monitoring and

Enforcement Program;

(d) Track and review Regional Standards from MOPC for submission to the

ERO and FERC for approval and implementation.

(e) Complete a self-assessment annually to determine how effectively the

Regional Entity Trustees are meeting their responsibilities; and

(f) Provide an annual report to the Board of Directors regarding the

effectiveness of the Regional Entity function and processes.


9.7.2.1 Composition

The Regional Entity Trustees shall consist of up to four (4) persons, but no

less than three (3) persons. The trustees shall be independent of the SPP Board of

Directors, any Member, industry stakeholder, or SPP organizational group.

Regional Entity Trustees do not serve as members of the SPP Board of Directors.

A trustee shall not be limited in the number of terms he/she may serve.

9.7.2.2 Qualifications



Regional Entity Trustees shall have relevant senior management expertise

and experience in the reliable operation of the bulk electric transmission system in

North America.

9.7.2.3 Conflicts of Interest

Regional Entity Trustees shall not be a director, officer, or employee of,

and shall have no direct business relationship, financial interest in, or other

affiliation with, a Member, a customer of services provided by SPP, or a

Registered Entity in the SPP footprint. Trustees may invest in accordance with the

SPP Standards of Conduct. Participation in a pension plan of a Member,

customer, or Registered Entity in the SPP footprint shall not be deemed to be a

direct financial benefit if the Member’s, customer’s, or Registered Entity’s

financial performance has no material effect on such pension plan.


Regional Entity Trustees shall be elected at the meeting of Members to a three-

year term commencing upon election and continuing until his/her duly elected successor

takes office. The election process shall be as follows:

(a) At least 90 calendar days prior to the meeting of Members when election

of a new trustee is required, the Corporate Governance Committee shall

commence the process to nominate persons for the position to be elected;

(b) At least 45 calendar days prior to the meeting of Members, the Corporate

Governance Committee shall determine the person it nominates for

election as a trustee, specifying the nominee for any vacancy to be filled.

The Corporate Secretary shall prepare the ballot accordingly, leaving

space for additional names, and shall deliver same to Members at least 30

calendar days prior to the meeting of Members;

(c) For purposes of electing or removing trustees only, only Members that are

Registered Entities in the SPP Regional Entity footprint shall be

considered a Member, and Members with Affiliate Relationships shall be

considered a single Member;

(d) Any additional nominee(s) may be added to the ballot if a petition is

received by the Corporate Secretary at least 15 calendar days prior to the



meeting of Members and evidencing support of at least 20 percent of the

existing Members; and

(e) 1) If only one candidate is nominated for a seat, each Member shall be

entitled to cast a vote for or against the nominee. The votes will be

calculated in accordance with Section 3.9 Voting of these Bylaws, which

requires a super majority. In the event a trustee position is not filled the

Corporate Governance Committee will determine a new nominee for

recommendation for election by the Members at a special meeting of

Members to be held but no later than the next regular Board of

Directors/Members Committee meeting;

2) If multiple candidates are nominated for a seat, each Member shall be

entitled to cast a vote for only one nominee, but may vote against each

candidate. The votes will be calculated in accordance with Section 3.9

Voting of these Bylaws, with the exception that a simple majority of votes

cast will determine which nominee is elected. In the event a trustee

position is not filled, the Corporate Governance Committee will determine

a new nominee for recommendation for election by the Members at a

special meeting of Members to be held no later than the next regular

Board of Directors/Members Committee meeting.

9.7.4 Resignation and Removal of Regional Entity Trustees

Any Regional Entity Trustee may resign by written notice to the President noting

the effective date of the resignation. The Members may remove a trustee with cause in

accordance with Section 3.9 Voting of these Bylaws. Removal proceedings may only be

initiated by a petition signed by not less than twenty percent of the Members. The petition

shall state the specific grounds for removal and shall specify whether the removal vote is

to be taken at a special meeting of Members or at the next regular meeting of Members.

A trustee who is the subject of removal proceedings shall be given fifteen days to respond

to the Member petition in writing to the President.

9.7.5 Vacancies

If a vacancy occurs, the Corporate Governance Committee will present a nominee

to the Members for consideration and election to fill the vacancy for the unexpired term



at a special meeting of Members following 30 calendar days notice from the corporate

Secretary. The election will be held in accordance with Section 9.7.3 Term and Election

of these Bylaws. The replacement trustee shall take office immediately upon election.


Regular Regional Entity Trustees’ meetings will be scheduled in conjunction with

the regularly scheduled SPP Board of Directors meetings, provided the meeting schedule

may be adjusted for good cause and with sufficient notice, and additionally upon the call

of the cChair or upon concurrence of at least a majority of trustees. Except as otherwise

provided in these Bylaws, all meetings will be open to any interested party. At least

fifteen days' written notice shall be given by the cChair to each trustee, the Board of

Directors, and the Members Committee of the date, time, place and purpose of a meeting,

unless such notice is waived by the trustees. Telephone conference meetings may be

called as appropriate by the cChair with at least one-day prior notice. The cChair shall

grant any party’s request to address the Regional Entity Trustees.

9.7.7 Chair and Vice Chair

The Regional Entity Trustees shall elect from its membership a cChair and Vice

Chair for a two-year terms commencing upon election and continuing until the

chair’stheir duly elected successors takes office or until the chair’stheir term as a trustee

expires without re-election. The panel may elect to rotate the cChair position to the senior

member of the panel when the initial, or subsequent, cChair’s term expires. The Vice

Chair shall act for the Chair:

(a) at the request of the Chair;

(b) in the event the Chair should become incapacitated and unable to

discharge the functions of the position; or

(c) if the position of Chair becomes vacant, until the next regularly scheduled

meeting of the Regional Entity Trustees, at which meeting a new Chair

shall be elected by the Regional Entity Trustees to fill the vacancy. The

Chair shall appoint a trustee to fill a vacant Vice Chair position until the

next meeting of the Regional Entity Trustees, at which meeting a new

Vice Chair shall be elected by the Regional Entity Trustees to fill the

vacancy.




A majority of the trustees shall constitute a quorum of the Regional Entity

Trustees necessary for a binding vote. Decisions of the Regional Entity Trustees require a

simple majority vote. Trustees must be present at a meeting to vote; no votes by proxy

are permitted. All Regional Entity Trustee decisions regarding the Regional Entity are

final except as subject to oversight by the ERO and FERC.

9.7.9 Compensation of Regional Entity Trustees

Regional Entity Trustees shall receive compensation as recommended by the

Corporate Governance Committee, and approved by the Members that are Registered

Entities in the SPP Regional Entity footprint, submitted for approval as part of the ERO

budget process. Trustees shall be reimbursed for actual expenses reasonably incurred or

accrued in the performance of their duties.


Executive sessions (open only to Trustees and parties invited by the cChair of the

Regional Entity Trustees) shall be held as necessary upon agreement of the Regional

Entity Trustees to safeguard confidentiality of sensitive information regarding employee,

financial or legal matters, or confidential information related to compliance matters.

Southwest Power Pool, Inc. SPECIAL MEETING OF ... mtg mmbrs...6. RR219 ECC Compliance Filing ii....

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Transcript of Southwest Power Pool, Inc. SPECIAL MEETING OF ... mtg mmbrs...6. RR219 ECC Compliance Filing ii....