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Segment Alternates January 22, 2003 Board Meeting Margaret Pemberton

Segment Alternates January 22, 2003 Board Meeting Margaret Pemberton. Definition of Segment Alternate.

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Segment Alternates January 22, 2003 Board Meeting Margaret Pemberton

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  1. Segment Alternates January 22, 2003 Board Meeting Margaret Pemberton

  2. Definition of Segment Alternate An elected designated alternate Board representative who can attend meetings in the absence of a Director and vote on the absent Director’s behalf in the event that such Director cannot attend a Board meeting. Each Segment Alternate must meet all qualifications of a Director and shall receive all Board materials. [Section 2(17)].

  3. Q. Are Board members allowed to send a designated alternate or proxy to a Board meeting if they cannot attend? A. Directors serving in Segments with a Segment Alternate may not designate other alternate representatives or another director as a proxy unless the Segment Alternate is unavailable.

  4. Q. May a Segment Alternate designate an alternate representative or proxy if s/he cannot attend a Board meeting? A. Because the Segment Alternate is the alternate, s/he may not send an alternate representative or proxy if not attending a meeting. But……… If both the Board Member and the Segment Alternate cannot attend a meeting, the Board Member may send a designated representative or give a proxy to another Board Member.

  5. Q. If a Segment Alternate serves as the Board member, may s/he designate an alternate or proxy if s/he leaves the meeting? A. It is implied that Segment Alternates may not designate alternate representatives or proxies at any time. Therefore….. Board members must ensure they have a designated alternate or proxy form made out in case the Segment Alternate must leave early.

  6. Q. Can Segment Alternates populate Board committees? We have three standing Board committees Finance (8) Compensation (7) Nominating (9) A. A better practice would be for the Board members to populate the committees; this would allow the Segment Alternates to attend if the Board member cannot

  7. Q. Are Segment Alternates allowed to attend Board committee meetings? • A. • We have allowed Segment Alternates to attend Executive Sessions and, therefore, Segment Alternates should be allowed to attend committee meetings • Other Board members may attend committee meetings (even if they are not a committee member) • The practice has been (mostly in the Finance Committee) that if a non-committee Board member attends a committee meeting, he/she may not vote

  8. Q. What happens if a Board committee member cannot attend the committee meeting? A. Pursuant to 4.5(e), the Segment Alternate should be asked to attend (as opposed to sending a designated representative or proxy)

  9. Questions?

  10. STANDING BOARD COMMITTEES

  11. FINANCE Current: 1. Milton Lee – Chair (Municipal) 2. Clifton Karnei Vice Chair (Cooperative) 3. Steve Schaeffer (IOU) 4. Suzi McClellan (Consumer) 5. Joe Beal (ex officio) 6. Dottie Stockstill (Independent Power Marketer) 7. Trudy Harper (Independent Generator) 8. Frank Lacey (Independent REP)

  12. COMPENSATION Current: 1. David Itz - Chair (Independent Generator) 2. Bob Kahn (Municipal) 3. Bob Manning (Consumer) 4. Mike Troell (Cooperative) 5. Doug Keegan (Independent PM) 6. Mike Greene (IOU) 7. David Veiseh (Independent REP)

  13. NOMINATING  Per Bylaws [4.5(b)(1)]  1. Mike Greene (IOU) 2. Bob Manning (Commercial Consumer) 3. Suzi McClellan (OPUC) 4. Tom Payton (Industrial Consumer) 5. Bob Kahn (Municipal) 6. Clifton Karnei (Cooperative) 7. Dottie Stockstill (Independent Power Marketer) 8. David Veiseh (Independent REP) 9. David Itz (Independent Generator)

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