1. WECC Section 4.9 Review Completion on Time and Under Budget April 21, 2006 Bill Chamberlain Governance and Nominating Committee Has-Been Chair

2. Section 4.9 Major Accomplishments Member and Board approval of Bylaws amendments providing for international equity in Board representation Positions WECC well in the oncoming transition to the Section 215 world Developed Member survey approval for WECC to perform interconnection-wide transmission expansion planning and resource adequacy work

3. For Continuing Consideration Is a 32 Member Board too large? –Should we reduce the number of Board members elected by each Member Class to three for a Board size of 26? Should there be a mechanism to ensure Board representation by large RTOs? As we work through the ERO-WECC relationship transition, WECCs commercial practices role must be defined.

4. Not to Be Forgotten Board to review Org Chart each December WECC to hire a Document Master FAC to consider placing all essential reliability functions in the budget submitted under Section 215 Board to use its Annual Goal statements to identify Who does what by when so that Board can track progress to plan

5. Bylaws Amendments Meaningful quorumMembers must remain active to vote but can return to active status by simply voting absentee Eliminate commercial practices disclaimer Clarify what is meant by the three year term of directors (Member approval obtained yesterday)

6. Bylaws Amendments to Conform to FERCs Section 215 Regulations Definitions changes to conform to FERC and ERO terminology: –Replace NERC with ERO –Define Reliability Standard as FERC does –Define Regional Entity and Cross-Border Regional Entity as FERC does –Create new definition of Local Regional Entity to refer to the regional entities that were defined in WECCs original Bylaws

7. Bylaws Amendments to Conform to FERCs Section 215 Regulations Clarify: Section 4.7 limitations on WECC Member obligations must be interpreted consistent with ERO Regulations Clarify: Section 4.8 limitations on WECC enforcement authority must be interpreted consistent with ERO Regulations Add references to cyber-security Clarify: WECC Bylaws may be amended pursuant to proposal by FERC

8. GNC Goals for 2006-07 Provide nominations for Non-Affiliated Directors at the 2007 Annual Meeting Nominate Board Officers at that meeting Present Bylaws amendments necessary to complete the Section 215 transition Ensure execution of director statements Act as liaison for the Board to the Western Interconnection Regional Advisory Body (WIRAB) if formed by Western Governors