Minutes Board of Trustees Action Without a Meeting January 8, 2010 On January 8, 2010, the members of the Board of Trustees of the North American Electric Reliability Corporation consented in writing to approve adding Gerry Cauley and Susan Turpen as authorized persons for NERC s bank accounts as described in the General Counsel s memorandum dated January 6, 2010, and as set forth in Exhibit A. Attached to these minutes is the memorandum from the General Counsel requesting the action and the written votes of the trustees as Exhibits A and B respectively. Submitted by, Secretary 116-390 Village Blvd. Princeton, NJ 08540 609.452.8060 www.nerc.com
MEMORANDUM TO: FROM: BOARD OF TRUSTEES DAVID COOK GENERAL COUNSEL DATE: January 6, 2010 SUBJECT: REQUEST FOR ACTION WITHOUT A MEETING Authorization for bank accounts ACTION DATE: COB, Monday, January 11, 2010 At the initiation of John Q. Anderson, chairman of the NERC Board of Trustees, we are asking the Board to take action in writing without a meeting to approve adding Gerry Cauley and Susan Turpen as authorized persons for NERC s bank accounts. A draft resolution is attached to this memorandum as Attachment 1. With the election of Gerry Cauley as President and CEO, it is in the best interests of NERC to add him as a signatory to the NERC bank accounts and to authorize him to draw, on NERC s behalf, against NERC s line of credit. Chief Financial and Administrative Officer Michael Walker recommends that Susan Turpen also be added as an authorized signatory for NERC s banking accounts. The proposed resolution approves Gerry Cauley, Michael Walker, Julie Morgan and Susan Turpen as having signature authority for NERC s accounts at PNC Bank, including but not limited to accounts with PNC Bank and PNC Investment Management. The resolution also designates Gerry Cauley and Michael Walker as having authority to borrow under the PNC Bank line of credit. VOTING INSTRUCTIONS: I will need a signed resolution from each trustee voting. You may either (1) paste your signature into the attached Word file [Action Without a Meeting banking for new CEO 20100106], save it, and return the executed resolution to me by attachment to an e-mail (david.cook@nerc.net), or (2) print out, sign, and fax the executed resolution to my attention at (202) 393-3955 [NOTE: This is the fax number for the DC office, not the general NERC New Jersey fax number]. Simply responding to this email is not sufficient. We request that you return the signed resolution by COB Monday, January 11, 2010. Thank you for your prompt consideration of this matter. Please contact me if you have questions or need additional information. Cell: 609-915-3063 E-mail: david.cook@nerc.net 116-390 Village Blvd. Princeton, NJ 08540 609.452.8060 www.nerc.com
WRITTEN CONSENT OF THE BOARD OF TRUSTEES OF THE NORTH AMERICAN ELECTRIC RELIABILITY CORPORATION The undersigned, being a majority of the members of the Board of Trustees of the North American Electric Reliability Corporation, a New Jersey nonprofit corporation (the Corporation ), do hereby waive all notice of the time, place and purpose of a meeting and consent and agree to the adoption of the following resolutions pursuant to Section 15A:5-6 of the New Jersey Nonprofit Corporation Act and Section 6 of Article V of the Bylaws, in lieu of holding a meeting: The NERC Board of Trustees having elected Gerry Cauley to be NERC s President and Chief Executive officer, effective January 1, 2010, RESOLVED, that the NERC Board of Trustees authorizes the following: (1) That Gerry Cauley, Michael Walker, Julie Morgan and Susan Turpen have signature authority for NERC s accounts at PNC Bank, including but not limited to accounts with PNC Bank and PNC Investment Management; (2) That Gerry Cauley and Michael Walker are designated to authorize borrowing under the PNC Bank line of credit; and (3) That management is authorized to make any other necessary and conforming changes to implement this resolution; and FURTHER RESOLVED, that this consent may be signed in any number of counterparts and by facsimile, photo or other electronic signature copy, each of which shall be deemed to be an original, and all of which taken together shall be deemed to be a single consent. John Q. Anderson Paul F. Barber Thomas W. Berry Janice B. Case Gerry Cauley James M. Goodrich Action Without a Meeting Page 1 of 2 Banking Authorization for New President and Chief Executive Officer Circulated January 6, 2010
WRITTEN CONSENT OF THE BOARD OF TRUSTEES OF THE NORTH AMERICAN ELECTRIC RELIABILITY CORPORATION The undersigned, being a majority of the members of the Board of Trustees of the North American Electric Reliability Corporation, a New Jersey nonprofit corporation (the Corporation ), do hereby waive all notice of the time, place and purpose of a meeting and consent and agree to the adoption of the following resolutions pursuant to Section 15A:5-6 of the New Jersey Nonprofit Corporation Act and Section 6 of Article V of the Bylaws, in lieu of holding a meeting: The NERC Board of Trustees having elected Gerry Cauley to be NERC s President and Chief Executive officer, effective January 1, 2010, RESOLVED, that the NERC Board of Trustees authorizes the following: (1) That Gerry Cauley, Michael Walker, Julie Morgan and Susan Turpen have signature authority for NERC s accounts at PNC Bank, including but not limited to accounts with PNC Bank and PNC Investment Management; (2) That Gerry Cauley and Michael Walker are designated to authorize borrowing under the PNC Bank line of credit; and (3) That management is authorized to make any other necessary and conforming changes to implement this resolution; and FURTHER RESOLVED, that this consent may be signed in any number of counterparts and by facsimile, photo or other electronic signature copy, each of which shall be deemed to be an original, and all of which taken together shall be deemed to be a single consent. John Q. Anderson Paul F. Barber Thomas W. Berry Janice B. Case Gerry Cauley James M. Goodrich Action Without a Meeting Page 1 of 2 Banking Authorization for New President and Chief Executive Officer Circulated January 6, 2010
Frederick W. Gorbet Sharon L. Nelson Kenneth G. Peterson Bruce A. Scherr Jan Schori Dated as of January 6, 2010 Action Without a Meeting Page 2 of 2 Banking Authorization for New President and Chief Executive Officer Circulated January 6, 2010
WRITTEN CONSENT OF THE BOARD OF TRUSTEES OF THE NORTH AMERICAN ELECTRIC RELIABILITY CORPORATION The undersigned, being a majority of the members of the Board of Trustees of the North American Electric Reliability Corporation, a New Jersey nonprofit corporation (the Corporation ), do hereby waive all notice of the time, place and purpose of a meeting and consent and agree to the adoption of the following resolutions pursuant to Section 15A:5-6 of the New Jersey Nonprofit Corporation Act and Section 6 of Article V of the Bylaws, in lieu of holding a meeting: The NERC Board of Trustees having elected Gerry Cauley to be NERC s President and Chief Executive officer, effective January 1, 2010, RESOLVED, that the NERC Board of Trustees authorizes the following: (1) That Gerry Cauley, Michael Walker, Julie Morgan and Susan Turpen have signature authority for NERC s accounts at PNC Bank, including but not limited to accounts with PNC Bank and PNC Investment Management; (2) That Gerry Cauley and Michael Walker are designated to authorize borrowing under the PNC Bank line of credit; and (3) That management is authorized to make any other necessary and conforming changes to implement this resolution; and FURTHER RESOLVED, that this consent may be signed in any number of counterparts and by facsimile, photo or other electronic signature copy, each of which shall be deemed to be an original, and all of which taken together shall be deemed to be a single consent. John Q. Anderson Paul F. Barber Thomas W. Berry Janice B. Case Gerry Cauley James M. Goodrich Action Without a Meeting Page 1 of 2 Banking Authorization for New President and Chief Executive Officer Circulated January 6, 2010
WRITTEN CONSENT OF THE BOARD OF TRUSTEES OF THE NORTH AMERICAN ELECTRIC RELIABILITY CORPORATION The undersigned, being a majority of the members of the Board of Trustees of the North American Electric Reliability Corporation, a New Jersey nonprofit corporation (the Corporation ), do hereby waive all notice of the time, place and purpose of a meeting and consent and agree to the adoption of the following resolutions pursuant to Section 15A:5-6 of the New Jersey Nonprofit Corporation Act and Section 6 of Article V of the Bylaws, in lieu of holding a meeting: The NERC Board of Trustees having elected Gerry Cauley to be NERC s President and Chief Executive officer, effective January 1, 2010, RESOLVED, that the NERC Board of Trustees authorizes the following: (1) That Gerry Cauley, Michael Walker, Julie Morgan and Susan Turpen have signature authority for NERC s accounts at PNC Bank, including but not limited to accounts with PNC Bank and PNC Investment Management; (2) That Gerry Cauley and Michael Walker are designated to authorize borrowing under the PNC Bank line of credit; and (3) That management is authorized to make any other necessary and conforming changes to implement this resolution; and FURTHER RESOLVED, that this consent may be signed in any number of counterparts and by facsimile, photo or other electronic signature copy, each of which shall be deemed to be an original, and all of which taken together shall be deemed to be a single consent. John Q. Anderson Paul F. Barber Thomas W. Berry Janice B. Case Action Without a Meeting Page 1 of 2 Banking Authorization for New President and Chief Executive Officer Circulated January 6, 2010
Frederick W. Gorbet Sharon L. Nelson Kenneth G. Peterson Bruce A. Scherr Jan Schori Dated as of January 9, 2010 Action Without a Meeting Page 2 of 2 Banking Authorization for New President and Chief Executive Officer Circulated January 6, 2010