Document name TitleCategory ( ) Regional Reliability Standard

( ) Regional Criteria( ) Policy( ) Guideline( ) Report or other(X) Charter

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Status ( ) in effect( ) usable, minor formatting/editing required( ) modification needed( ) superseded by _____________________( ) other _____________________________( ) obsolete/archived

XXXX Charter

[name of committee] Charter

Revised (date)

Establishment and Authority

The [name of committee] ([acronym] or “Committee”) is a Board committee established by the Board of Directors (Board) of the Western Electricity Coordinating Council (WECC) or by the WECC Bylaws. This Charter shall govern the committee with regard to its duties and responsibilities.

Purpose/Responsibilities

The primary function of the committee is to assist the Board in fulfilling its oversight responsibilities by reviewing and evaluating the [insert brief description of responsibility]. The committee’s primary duties and responsibilities are as follows:

a. [purpose].

b. [purpose].

c. [purpose].

d. Perform such other functions as may be delegated or directed by the Board.

Committee Composition and Governance

1. Membership

a. The committee shall be comprised of not fewer than [x] members of the Board, appointed by the chair of the Board in consultation with the Board.

b. Each member shall serve until a successor is appointed, unless the member resigns or is removed by the Board. If a vacancy occurs at any time, it may be filled by the chair of the Board.

2. Leadership

a. The chair of the Board, in consultation with the Board and with consideration of a director’s interest and expertise, shall appoint one of the committee members to serve as the committee chair. The committee chair shall appoint a secretary who

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XXXX Charter

need not be a committee member. The secretary shall prepare minutes of committee meetings for legal review followed by the committee’s approval.

b. The committee chair shall manage the committee and its meetings.

c. The committee chair may appoint a steering committee to address specific assignments as necessary.

d. The committee chair shall assign the duties of the chair to any member of the committee in the event of the chair’s absence.

3. Meetings

a. The committee shall meet a minimum of twice per year and as often as required to carry out its responsibilities. Meetings shall be held in accordance with the WECC Meeting Policy and may be in person or by telephone/web conference as determined by the committee chair.

b. The committee shall determine the procedures for its meetings, except:

i. A quorum for meetings shall be a majority of the number of members of the committee.

ii. Action taken by the committee shall require a majority vote of those members present.

iii. [This item describes alternate members, proxy designations, or prohibitions against these things.]

iv. [This item describes any other desired requirements.]

c. The committee chair shall provide (or cause to be provided) email notice of the time and place of all meetings to each member of the committee and to the Board, no later than three business days prior to each meeting. An agenda of the items for which action may be taken shall be attached to the email notice. Such notice shall also be posted on the WECC website.

d. Closed Sessions: [if closed sessions have been authorized for this committee, the following language should be used, as appropriate to the purposes of the committee: The committee may meet in closed session: 1) to consider the employment, evaluation of performance, or dismissal of an employee of WECC; 2) to discuss pending or proposed litigation and to receive confidential attorney-client communications from legal counsel; and 3) to receive and discuss any information that is privileged, trade secret, cybersecurity, critical energy infrastructure information (as defined by the Federal Energy Regulatory Commission), protected from public disclosure by law, or that the committee determines should be confidential to protect a legitimate public interest.]

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XXXX Charter

Reporting

The committee shall report to the Board on its activities and any recommendations for Board action.

Review and Changes to the Charter

The committee shall review this charter on an annual basis and recommend any changes to the Board following consultation with WECC legal counsel. Modifications to this charter shall be approved by the Board.

Approved by WECC Board of Directors [date]

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