Exhibit A BYLAWS OF THE NORTH AMERICAN ELECTRIC RELIABILITY CORPORATION A New Jersey nonprofit corporation ARTICLE I MEMBERS 1. MEMBERSHIP. The sole member of the Corporation shall be the North American Electric Reliability Council, a New Jersey nonprofit corporation. The Board of Trustees (hereinafter the Board ) may by amendment to these Bylaws prescribe qualifications and eligibility for additional members of the Corporation and may provide for classes of members. The Board may by resolution and/or by any similarly prescribed rules and regulations which the Board may promulgate, prescribe, in relation to all members, the manner of admission into membership, the amount and manner of imposing and collecting any initiation or other fees, and any dues, assessments, fines, and penalties, the manner of suspension or termination of membership and for reinstatement, if any, and, except as may hereinafter be provided, the rights, liabilities, and other incidents of membership. Any such resolution and/or regulations relating to memberships in the corporation shall be annexed to these Bylaws and shall be deemed to be a component part thereof. Any restrictions on transfer of memberships shall be subject to the requirements of Section 15A:7-2 of the New Jersey Nonprofit Corporation Act. 2. RECORD DATE FOR MEMBERS. For the purpose of determining the members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or to give a written consent to any action without a meeting, or to receive or enjoy any benefit or right or with regard to any other corporate action or event, the Board may fix, in advance, a date as the record date for any such determination of members. Any such record date shall not be more than sixty days prior to the members' meeting or other corporate action and not less than ten days before the date of such meeting. 3. MEANING OF CERTAIN TERMS. As used herein in respect of the right to notice of a meeting of members or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the term "membership" or "memberships" or "member" or "members" refers to an outstanding membership or memberships of record and in good standing. Action Without a Meeting Page 3 of 10
4. MEMBERSHIP MEETINGS. a. TIME. An annual meeting shall be held on the fifteenth day of March in each year or, if such day be not a business day, then on the next succeeding business day. A special meeting shall be held on the date fixed by the Board except when the New Jersey Nonprofit Corporation Act confers the right to call a special meeting upon the members. b. PLACE. Annual and special meetings shall be held at such place, within or without the State of New Jersey, as the Board may, from time to time, fix. Whenever the Board shall fail to fix such place, or whenever members entitled to call or convene a special meeting shall convene the same, the meeting shall be held at the registered office of the corporation in the State of New Jersey. c. CALL. Annual meetings may be called by the Board or by any officer instructed by the Board to call the meeting. Special meetings may be called by the Board, the President, the Secretary, or such other officers or persons as the Board shall designate and by members having at least one-tenth of the votes entitled to be cast at such meeting. d. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. Written notice of the time, place, and purposes of every meeting of members shall be given not less than ten nor more sixty days before the date of the meeting, either personally or by mail, to each member of record entitled to vote at the meeting. When a meeting is adjourned to another time or place, it shall not be necessary to give notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken and at the adjourned meeting only business shall be transacted as might have been transacted at the original meeting. If after the adjournment, the Board fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each member of record on the new record date entitled to notice under Section 15A:5-4 of the New Jersey Nonprofit Corporation Act. Notice of a meeting need not be given to any member who signs a waiver of the notice, in person or by proxy, whether before or after the meeting. The attendance of any member at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of the meeting, shall constitute a waiver of notice by that member. Whenever members are authorized to take any action after the lapse of a prescribed period of time, the action may be taken without the lapse if the requirement is waived in writing, in person or by proxy, before or after the taking of that action, by every member entitled to vote thereon as at the date of the taking of the action. The notice of any annual or special meeting shall include, or be accompanied by, any additional statements or information prescribed by the New Jersey Nonprofit Corporation Act. e. CONDUCT OF MEETINGS. Meetings of the members shall be presided over by one of the following officers in the order of seniority and if present and acting: the Chairman of the Board, if any, the President, a Vice-President, if any, or, if none of the foregoing is Action Without a Meeting Page 4 of 10
in office and present and acting, by a chairman to be chosen by the members. The Secretary of the corporation, or in his or her absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the Chairman of the meeting shall appoint a secretary of the meeting. f. PROXY VOTING. Every member entitled to vote at a meeting of members or to express consent without a meeting may authorize another person or persons to act for the member by proxy. Every proxy shall be executed in writing by the member or the member's agent, except that a proxy may be given by a member or the agent by telegram or cable or its equivalent. A proxy shall not be valid for more than eleven months unless a longer time is expressly provided therein, but in no event shall a proxy be valid after three years from the date of execution. Unless it is coupled with an interest, a proxy shall be revocable at will. A proxy shall not be revoked by the death or incapacity of the member but the proxy shall continue in force until revoked by the personal representative or guardian of the member. The presence at any meeting of any member who has given a proxy shall not revoke the proxy unless the member shall file written notice of revocation with the secretary of the meeting prior to the voting of the proxy. g. QUORUM. Unless otherwise provided in the Certificate of Incorporation or the New Jersey Nonprofit Corporation Act, the members entitled to cast a majority of the votes shall constitute a quorum at the meeting. h. VOTING. Each membership shall entitle the holder thereof to one vote in all matters which are required or permitted to be submitted to the membership, including the election of the trustees of the Corporation. In the election of trustees, a plurality of the votes cast at a meeting at which a quorum is present shall elect. Elections of trustees need not be by ballot unless a member demands election by ballot at the election and before the voting begins. Elections of trustees may be conducted by mail. Except as may otherwise be provided by the New Jersey Nonprofit Corporation Act, the Certificate of Incorporation, or these Bylaws, the affirmative vote of a majority of the votes entitled to be cast by the members at a meeting at which a quorum is present shall be necessary for the authorization of any action voted upon by the members; provided that the members present at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. Less than a quorum may adjourn. i. WRITTEN ACTION. Any action required or permitted to be taken at a meeting of members by the New Jersey Nonprofit Corporation Act, the Certificate of Incorporation, or these Bylaws may be taken without a meeting if all the members entitled to vote thereon consent thereto in writing, except as may otherwise be required by any provision of the New Jersey Nonprofit Corporation Act. Subject to the provisions of Section 15A:5-6 of the New Jersey Nonprofit Corporation Act, any action required or permitted to be taken at a meeting of members of the corporation by the New Jersey Nonprofit Corporation Act, the Certificate of Incorporation, or Action Without a Meeting Page 5 of 10
these Bylaws, other than the annual election of trustees, may be taken without a meeting upon the written consent of members who would have been entitled to cast the minimum number of votes which would be necessary to authorize the action at a meeting at which all members entitled to vote thereon were present and voting. Whenever action is taken pursuant to the provisions of this paragraph, the written consents of the members consenting thereto or the written report of inspectors appointed to tabulate the consents shall be filed with the minutes of proceedings of members. ARTICLE II BOARD OF TRUSTEES 1. FUNCTIONS AND DEFINITIONS. The affairs of the Corporation shall be managed by a governing board, which is herein referred to as the "Board of Trustees" or the "Board". The word "trustee" or "trustees" likewise herein refers to a member or members of the Board. The use of the phrase "entire Board" herein refers to the total number of trustees which the Corporation would have if there were no vacancies. 2. QUALIFICATIONS AND NUMBER. Trustees shall be at least eighteen years of age. Trustees need not be citizens of the United States or residents of the State of New Jersey. The initial Board of Trustees shall consist of eleven persons, which is the number of initial trustees specified in Article SIXTH of the Certificate of Incorporation, and which shall be the fixed number of trustees until changed. The number of trustees may be increased or decreased from time to time by an amendment of these Bylaws, but no decrease in the number of trustees shall have the effect of shortening the term of any incumbent trustee. The number of trustees shall never be less than three. The entire Board shall consist of the number of trustees fixed herein. 3. ELECTION AND TERM. The initial Board shall consist of the trustees named in the Certificate of Incorporation and shall hold office until the first annual meeting of members and until their successors are elected and qualified. Unless otherwise provided in the Certificate of Incorporation, any trusteeship not filled at the annual meeting and any vacancy, however caused, occurring in the Board may be filled by the affirmative vote of a majority of the remaining trustees even though less than a quorum of the Board, or by a sole remaining trustee. A trustee so elected by the Board shall hold office until the next succeeding annual meeting and until a successor is elected and qualified. Any trusteeship to be filled by reason of an increase in the number of trustees shall be filled by election at an annual meeting or at a special meeting called for that purpose of the members. At the first annual meeting of the members and at each annual meeting thereafter, the members shall elect trustees to hold office until the next annual meeting. Each trustee shall hold office for the term for which the trustee is elected and qualified and until a successor is elected and qualified. Action Without a Meeting Page 6 of 10
4. MEETINGS. a. TIME. Meetings shall be held at such time as the Board shall fix, except that the first meeting of a newly elected Board shall be held as soon after its election as the trustees may conveniently assemble. b. PLACE. Meetings shall be held at such place within or without the State of New Jersey as shall be fixed by the Board. c. CALL. No call shall be required for regular or special meetings for which the time and place have been fixed. Special meetings may be called by the Chairman of the Board, if any, the President, or a Vice-President, if any, or by a majority of the trustees. d. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. Regular meetings of the Board may be held without notice. Special meetings of the Board shall be held in sufficient time for the convenient assembly of the trustees thereat. Notice of any meeting need not be given to any trustee who signs a waiver of notice, whether before or after the meeting. The attendance of any trustee at a meeting without protesting prior to the conclusion of the meeting the lack of notice of the meeting shall constitute waiver of notice by that trustee. Neither the business to be transacted at, nor the purpose of, any meeting of the Board need be specified in the notice or waiver of notice of the meeting. Notice of an adjourned meeting need not be given if the time and place are fixed at the meeting adjourning and if the period of adjournment does not exceed ten days in any one adjournment. e. QUORUM AND ACTION. Except as may otherwise be provided by the Certificate of Incorporation and these Bylaws, a majority of the entire Board, or of any committee thereof, shall constitute a quorum, except that when a committee of the Board consists of one trustee, then one trustee shall constitute a quorum. The act of the majority present at a meeting at which a quorum is present shall be the act of the Board or the committee, unless the act of a greater number is required by the New Jersey Nonprofit Corporation Act or the Certificate of Incorporation. Any or all trustees may participate in a meeting of the Board or a committee of the Board by means of conference telephone or any means of communication by which all persons participating in the meeting are able to hear each other, unless otherwise provided in the Certificate of Incorporation. f. CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if present and acting, shall preside at all meetings of the Board. Otherwise, the President, if present and acting, or any other director chosen by the Board, shall preside. 5. REMOVAL OF TRUSTEES. One or more or all the trustees may be removed in accordance with the provisions of Section 15A:6-6 of the New Jersey Nonprofit Corporation Act. Action Without a Meeting Page 7 of 10
6. COMMITTEES. The Board, by resolution adopted by a majority of the entire Board, may appoint from among the trustees an Executive Committee and one or more other committees, each of which shall have at least one or more members. To the extent provided in the resolution, each committee shall have and may exercise all the authority of the Board, except that no committee shall take any action which may not be delegated pursuant to the provisions of the New Jersey Nonprofit Corporation Act. Actions taken at a meeting of any committee shall be reported to the Board at its next meeting following the committee meeting; except that, when the meeting of the Board is held within two days after the committee meeting, the report shall, if not made at the first meeting, be made to the Board at its second meeting following the committee meeting. 7. WRITTEN ACTION. Any action required or permitted to be taken pursuant to authorization voted at a meeting of the Board or any committee thereof may be taken without a meeting if, prior or subsequent to the action, all members of the Board or of the committee, as the case may be, consent thereto in writing and the written consents are filed with the minutes of the proceedings of the Board or committee. ARTICLE III OFFICERS The Board of Trustees shall elect or appoint a Chairman of the Board, a President, a Secretary, and a Treasurer and may elect or appoint one or more Vice-Presidents. Any two or more offices may be held by the same person, but no officer shall execute, acknowledge, or verify any instrument in more than one capacity if the instrument is required by law or by these Bylaws to be executed, acknowledged, or verified by two or more officers. Unless otherwise provided in the resolution of election or appointment or other instrument choosing or appointing any officer, each officer shall hold office until the meeting of the Board of Trustees following the next annual meeting of members and until his successor is elected or appointed and has qualified, subject to earlier termination by removal or resignation. Officers shall have the powers and duties defined in the resolution or the instrument electing, appointing, or choosing them, as the case may be. The Board may remove any officer whenever in its judgment the best interests of the Corporation will be served thereby. Action Without a Meeting Page 8 of 10
ARTICLE IV BOOKS AND RECORDS - REGISTERED OFFICE AND AGENT The Corporation shall keep books and records of account and shall keep minutes of the proceedings of its members and of the Board and of any committee having the authority of the Board. The address of the initial registered office of the Corporation and the name of the initial registered agent of the Corporation are set forth in the Certificate of Incorporation. ARTICLE V FISCAL YEAR The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board of Trustees. ARTICLE VI METHOD OF DISTRIBUTION OF ASSETS UPON DISSOLUTION Upon dissolution of the Corporation, in accordance with paragraph TENTH of the Certificate of Incorporation, the remaining assets of the Corporation after payment of debts shall be distributed in the manner determined by the Board, provided, (i) that no part of the assets shall be distributed to any trustee of the Corporation, and (ii) that the distribution of assets shall be consistent with the requirements of Section 501(c)(6) of the United States Internal Revenue Code of 1954. ARTICLE VII CONTROL OVER BYLAWS The initial Bylaws shall be adopted by the Board at its organization meeting. Thereafter, the Board shall have the power to make, alter, and repeal Bylaws unless that power is reserved to the members in the Certificate of Incorporation, but Bylaws made by the Board may be altered or repealed, and new Bylaws may be made, by the members. The members may prescribe in the Bylaws that any Bylaw made by them shall not be altered or repealed by the Board. Action Without a Meeting Page 9 of 10
ARTICLE VIII INDEMNIFICATION The Corporation shall indemnify its officers, trustees and other corporate agents to the full extent from time to time permitted by the New Jersey Nonprofit Corporation Act and other applicable law. Such right of indemnification shall inure to the benefit of the legal representative of any such person. The foregoing indemnification shall be in addition to, and not in restriction or limitation of, any privilege or power that the Corporation may have with respect to the indemnification or reimbursement of its trustees, officers, or other corporate agents. The Corporation shall also pay or advance expenses incurred by an officer, trustee, or other corporate agent in connection with a proceeding in advance of the final disposition of the proceeding upon receipt of an undertaking by or on behalf of the officer, trustee, or other corporate agent to repay the amount unless it shall be ultimately determined that the officer, trustee, or other corporate agent is entitled to be indemnified by the Corporation. Action Without a Meeting Page 10 of 10