1. Governance & Nominating Committee (GNC) Report WECC Board Meeting – December 6-7, 2007

2. GNC Report Two Action Items: 1. Approve a Charter for a proposed new WECC Reliability Coordination Committee (RCC); 2. Approve Revised Voting Procedures for WECC Standing Committees 2

3. GNC Report Information Items: Board Practice re Abstentions at Board Meetings; Non-Affiliated Director Reliance on Class 1 through Class 3 Members and Entities List and timing of divestment of conflicts; Class 4 Membership; and WECC Board Officer Positions. 3

4. Proposed RCC Charter GOVERNANCE OPTIONS RC Directors report to: 1. Board Committee - significant BA representation; 2. Board Committee - balanced representation; 3. WECC CEO, but required consultation with Board Committee - balanced OR significant BA rep.

5. Proposed RCC Charter Governance Considerations: Reliability Coordination is a core WECC function WECC Bylaws - CEO Responsibility FERC concerns (independence & separation) Strategic concerns

6. Proposed RCC Charter GNC Recommendation: Option #3 Consistent with Bylaws; Consistent with separation between RCs and BAs (FERC Funding Order); Does not balkanize the organization or plant seeds for future further separation or conflict; Representation by BAs and technical/operational experts; Ensure significant operational, budget and personnel decisions are made with input from BAs and others.

7. Proposed RCC Charter Purpose/Responsibilities: Advise the Board and CEO re operations, personnel and budget of WECCs RCs. RCC Authority: CEO shall consult with RCC on any decisions related to RC budgets and any major decisions regarding RC function and operation. RCCs recommendations shall be advisory only, though RCC will have authority to calendar any matter within scope for consideration by the Board. 7

8. Proposed RCC Charter RCC Composition Up to 7 members appointed by the Board Chair with concurrence of the Board Substantial experience and expertise in systems operations, preferably within WECC Majority shall be members of the Board No majority of members employed by balancing authorities within WECC Represent reasonable geographic diversity 8

9. 9 Reliability Coordination Committee Proposed motion: The Board approves the Charter for the Reliability Coordination Committee as recommended by the Governance and Nominating Committee.

10. Voting Procedures for WECC Standing Committees Existing Document - approved by Board? Need to amend to provide for the rights of Interested Stakeholders to participate in Committee Meetings and vote on Reliability Standards. 10

11. Voting Procedures for WECC Standing Committees Issue One: Allow an individual who participates in Committee Voting to cast a vote for more than one Member Organization or Interested Stakeholder? Issue Two: Allow Voting by telephone? Issue Three: Allow Roll-Call Votes? Issue Four: Allow Email Balloting in Some Circumstances? 11

12. 12 WECC Standing Committees Voting Procedures Proposed motion: The Board approves the document entitled Voting Procedures for WECC Standing Committees and directs that it be used to conduct voting at the WECC Standing Committees.