Peak Reliability. Member Advisory Committee Election Process

Transcription

1 Peak Reliability Member Advisory Committee Election Process The following Member Advisory Committee Election Process is based on the Bylaws of Peak Reliability (Bylaws). This process does not define the balloting process for international representatives to the MAC, created under paragraph of the Bylaws. The Member Advisory Committee (MAC) election process is as follows: 1. Approximately two months prior to the Annual Meeting: a. The Peak team member who has been designated by the CEO to coordinate with the MAC will contact the MAC Chair to confirm the MAC representatives whose terms will be expiring. b. The MAC Chair will contact the MAC representatives with expiring terms to determine whether they will run for an additional term. c. If vacancies have occurred since the last election, the MAC Chair will determine which positions are vacant and provide for the election by that Class for one MAC Member Representative for each open position. 2. Approximately 6 weeks prior to the annual meeting: a. The MAC Chair will complete a review of the Nomination Letter (Exhibit A) and Nomination Form (Exhibit B) and make any desired edits. b. Once finalized, the Nomination Letter and Form will be sent to each individual member of a Class. c. The nomination of potential candidates is based on Bylaws Section 7.1.2: MAC Member Nominations: Members of each Class or subclass may nominate potential candidates for election as MAC Member Representatives, but cannot nominate a candidate for election to represent another Member Class or subclass. Candidates for election need not be employees of Members of the Class from which they are nominated. d. If more than one MAC Member Representative position is open, Members in that Class should nominate at least the number of candidates needed to fill open positions. 3. Approximately 4 weeks prior to the annual meeting: a. MAC nominations close. Page 1 of 9

2 b. Peak will prepare the Ballot Letter (Exhibit C) and Class Ballot (Exhibit D) for the MAC Chair s review. 4. Approximately 3 weeks prior to the annual meeting: a. The Ballot Letters and Class Ballots will be distributed to the members of each individual class. b. Members will be requested to return the ballots as soon as possible, and at least 10 days prior to the Annual Meeting. c. Ballots will be accepted until the Class breakout meetings are completed at the Annual Meeting. Once the meetings have ended, ballots will no longer be accepted. 5. The MAC representative election will be conducted at the Peak Annual Meeting, as directed by the Bylaws. a. QUORUM: Each Class must establish a quorum of Members voting before that class can elect a MAC Member Representative. A quorum is a simple majority of the Members within a respective class. All forms of balloting (absentee, advance, proxy and in-person) count towards establishing a quorum. Bylaws Section Quorum: A simple majority of the Members within a respective Class shall constitute a quorum. MAC Member Representatives can only be elected after such a quorum has been established. b. VOTING: Votes may be cast by completing a ballot in advance or at the Annual Meeting, by absentee ballot or by providing your proxy to another Member in the same Class. The candidate receiving the most votes will be elected. If there is a tie vote, then Peak will hold a runoff election at the Annual Meeting. If two runoff elections result in a tie, then the winner will be determined by lot. Bylaws Section Voting: Voting shall be in person, by proxy, or by absentee ballot. Where there are more candidates for election than positions to fill, absentee ballots shall allow voters to order the candidates by order of preference so that their wishes may be honored in case a runoff is required. Absentee ballots shall be counted in the first ballot based on the top choice or choices if more than one seat is being filled. In any runoff election, absentee ballots shall be counted based on the highest preferences indicated for the candidates who remain in the runoff election Each Class Member shall have the number of votes necessary to vote for one candidate for each MAC Member position for which there is a vacancy, either in the Member s Class or Sub-Class in a given year, unless otherwise Page 2 of 9

3 determined by a sub-divided Class as set forth in Section No Member may cast more than one vote for the same candidate. For each open position, the candidate receiving the most votes will be elected. In the event of a tie, runoff elections will occur. In each runoff, the candidate with the fewest votes will be eliminated from the ballot, and runoffs will continue in this manner until a candidate is elected. In the event two consecutive runoffs result in a tie, the winner will be determined by lot. Page 3 of 9

4 Exhibit A: Class Nomination Letter Example [DATE] Peak Reliability Class [Class No.] Members: In accordance with the Peak Bylaws, and as part of the Peak Annual Meeting on [DATE], an election will be held for one or more Class [Class No.] Member Advisory Committee (MAC) representative(s). The nomination process is now open and Members may submit candidates for a Class [Class No.] MAC Representative. If you wish to nominate someone as a prospective candidate, a nomination form must be completed and submitted to Peak no later than [DATE]. A nomination form is attached for your convenience. For your reference, the relevant section of Peak s Bylaws that covers the nomination of MAC members is set forth below. Section states: Members of each Class or subclass may nominate potential candidates for election as MAC Member Representatives, but cannot nominate a candidate for election to represent another Member Class or subclass. Candidates for election need not be employees of Members of the Class from which they are nominated. Please PDF and your completed Nomination Forms to Peak s Assistant Corporate Secretary, Colleen Figley, at cfigley@peakrc.com no later than 5:00 p.m. (Pacific) on [DATE]. The complete list of Class [Class No.] nominees will be posted on [DATE] and instructions for the MAC election process will be distributed at that time. Thank you in advance for your support of the Class [Class No.] Member Advisory Committee election. If you have any questions about the election, please contact Colleen Figley at (360) or cfigley@peakrc.com. Sincerely, [Name of MAC Chair] Chair, Member Advisory Committee Attachment Page 4 of 9

5 Exhibit B: Nomination Form Example Peak Reliability Member Advisory Committee (MAC) Candidate Nomination Form Each Member Advisory Committee (MAC) nomination should provide a brief statement of the reasons for nominating the candidate, such as the candidate s employment history, familiarity with Peak, reliability issues or the Western Grid, and the candidate s qualities that would make him or her a good representative of your Class and a productive Member of the MAC, and anything else that qualifies the candidate to serve on the MAC. Attach an additional sheet if necessary. This information will be provided to Peak Members in advance of the MAC election. Please PDF and your completed Nomination Form to Peak s Assistant Corporate Secretary, Colleen Figley, at cfigley@peakrc.com no later than 5:00 p.m. (Pacific) on [DATE] for inclusion in the election materials that will be sent to each Class [Class No.] Member Representative. Nominator Name Organization / Class Candidate Name Organization / Class Date: Signature: Please PDF and your completed Nomination Form to Colleen Figley at cfigley@peakrc.com no later than 5:00 p.m. (Pacific) on [DATE]. Page 5 of 9

6 Exhibit C: Election Letter Example [DATE] Peak Class [Class No.] Members: In accordance with the Peak Bylaws, and as part of the Peak Annual Meeting on [DATE], an election will be held for one or more Class [Class No.] Member Advisory Committee (MAC) representative(s). The complete list of Class [Class No.] MAC Representative candidates are: 1. [Candidate Name] [Name of Entity Candidate Represents] 2. [Candidate Name] [Name of Entity Candidate Represents] The class elections for MAC members will be carried out as follows. Each member of Class [Class No.] may vote for a candidate to fill the open Class [Class No.] MAC position(s). If more than one candidate appears on the ballot, please rank the candidates receiving your YES vote in order of preference. The candidate(s) with the most votes will be elected to the open position(s). You may not vote more than once for the same candidate. You have four options for casting your vote. All options use the same ballot, and all methods of voting count towards establishing a quorum for your Class. Advance Ballot: Meeting Ballot: To assist Peak with calculating the quorums required for each Class to vote on its MAC representatives, Peak strongly encourages Members who plan to attend the Annual Meeting to vote by advance ballot. The advance ballot must be signed by the Member representative or the alternate voting Member representative. If more than one candidate appears on the ballot, please rank the candidates receiving your YES vote in order of preference so your vote can be counted in case a runoff election is required, and in the event that there is more than one open position for your Class. Please return your ballot to Peak as soon as possible, but no later than 5:00 PM (PDT) on [DATE]. If you vote in advance but then do not appear at the Annual Meeting, your advance ballot will be counted as an absentee ballot. If you plan to attend the Annual Meeting in person and you do not cast an advance ballot, you will be provided with a ballot when you register at the Annual Meeting. The ballot must be signed by the Member representative or the alternate voting Member representative. If more than one candidate appears on the ballot, please rank the candidates receiving your YES vote in order of preference so your vote can be Page 6 of 9

7 counted in case a runoff election is required, and in the event that there is more than one open position for your Class. Absentee Ballot: Proxy: If you do not plan to attend the Annual Meeting, you may cast an absentee ballot. Please check the box at the bottom of the ballot indicating that you are voting absentee. Your absentee ballot is counted towards the quorum requirement for your Class. The ballot must be signed by the Member representative or the alternate voting Member representative. If more than one candidate appears on the ballot, please rank the candidates receiving your YES vote in order of preference so your vote can be counted in case a runoff election is required, and in the event that there is more than one open position for your Class. Please return your ballot to Peak as soon as possible, but no later than 5:00 PM (PDT) on [DATE]. You may choose to provide your proxy to another Member representative in your Class to vote on your behalf at the Annual Meeting. Your proxy designation must be provided in writing and received by Peak no later than two days before the Annual Meeting, or [DATE]. Member votes must be cast by either the Member representative, the alternate voting Member representative for the Member organization, or by proxy. A quorum of Peak Reliability Members for your Class must vote for the results to take effect. Thank you for your participation in the Class [Class No.] Member Advisory Committee election. If you have any questions about the election, please contact Peak s Assistant Corporate Secretary, Colleen Figley, at (360) or cfigley@peakrc.com. Sincerely, [Name of MAC Chair] Chair, Member Advisory Committee Attachment Page 7 of 9

8 Exhibit D: Ballot Example CLASS [CLASS NO.] BALLOT VOTING INSTRUCTIONS 1. Please use this ballot to vote in advance of the Annual Meeting, even if you plan to attend in person, or to vote absentee if you do not. Please contact Peak s Assistant Corporate Secretary, Colleen Figley, by at cfigley@peakrc.com if you have any questions. 2. Even if you plan to attend the Annual Meeting, Peak requests that you fill out and submit this ballot in advance so that Peak can calculate the quorum for your Class. 3. If you do not plan on attending the Member and Class [Class No.] meetings in person on [DATE], you may cast your vote for your Class [Class No.] Member Advisory Committee (MAC) Representative using the same ballot and checking the box indicating that you are voting absentee. You may return the absentee ballot by . The instructions for submittal are set forth below. 4. Each Class Member entity may exercise one vote for each open Class position on the MAC. Where there are more nominees than positions, please rank the candidate receiving your YES vote in order of preference. You may not vote twice for the same person. 5. All ballots must be signed by the Member Representative or Member Representative Alternate and are requested to be returned to Peak Reliability by 5:00PM (PDT) on [DATE]. You may submit this signed ballot by ing a PDF to elections@peakrc.com. See Next Page for Ballot Page 8 of 9

9 20[ ] Member Advisory Committee Election Class [Class No.] Ballot Organization Member Representative (or Alternate) Phone: address As a Representative of a Class [Class No.] Member of Peak, and pursuant to the Bylaws of Peak, I hereby cast the following ballot for the candidate I wish to represent Class [Class No.] on the Peak Member Advisory Committee. CLASS [NO.] CANDIDATE(S) ([# of open positions] Position(s) Open) Please rank Candidates receiving a YES vote in order of preference [Candidate Name] Yes No Abstain Rank [Candidate Name] PLEASE CHECK IF VOTING ABSENTEE: Signature Date For questions, please contact Colleen Figley by at cfigley@peakrc.com Page 9 of 9