Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at| Return Reference | Explanation |
|---|---|
| Members or Stockholders Who May Elect | Form 990, Part VI, Section A, Line 6 Membership in WECC is voluntary. Any organization may become a member of WECC as long as eligibility criteria have been met as outlined in the bylaws. There are 7 Classes of members based upon the activities of the member organization. Members of WECC have the right to elect and remove Directors, amend Bylaws and to review and rescind any Board amendment of the Bylaws as well as the right to attend and participate in meetings and committees. |
| Decisions Subject to Approval | Form 990, Part VI, Section A, Line 7b Changes to the WECC bylaws, sections 6.2 and 6.10, section 13.1 and appendix C require the approval of the full membership of WECC. Such changes are voted upon by the membership, and then ratified by the board. In addition, all changes to the WECC bylaws, WECC's delegation agreement, and WECC reliability standards require approval by the North American Electric Reliability Corporation (NERC) and the Federal Energy Regulatory Commission (FERC). WECC's budget and business plan also require approval by both NERC and FERC. Such items are sent to the NERC Board of Trustees for ratification. The NERC Board of Trustees then files them with FERC for approval. |
| Form 990 Review Process | Form 990, Part VI, Section B, Line 11b Once the return has been prepared by the tax preparer, the Director of Finance & Accounting reviews the Form 990 for completeness and any necessary changes are made. A copy is provided to the CEO for review prior to filing. |
| Conflict of Interest Policy Monitoring & Enforcement | Form 990, Part VI, Section B, Line 12c The purpose of WECC's conflict of interest policy is to ensure WECC is able to appropriately carry out its duties and responsibilities free from undue influence, or the appearance of undue influence, or any action that would constrain, or appear to constrain independence. The policy applies to all Directors, staff and contractors. Any potential conflict of interest must be reported to the CEO, legal department or the WECC hotline. The CEO will consult with the Legal Department about any reported Conflict of Interest. The general counsel will advise the reporting director (or other individual) regarding whether the activity is a conflict or may give the appearance of a conflict of interest and then take appropriate action to remedy the potential conflict, including recusal of the director by written notice if deemed necessary. |
| Process for Determining Compensation | Form 990, Part VI, Section B, Line 15a Each year the CEO prepares a self-assessment comparing his performance to the goals set for the year by the Board. The self-assessment is reviewed by the Human Resources and Compensation Committee (HRCC). HRCC then solicits input on the CEO's performance from the Board. HRCC reviews all input and makes an assessment. Based on the assessment, a recommended increase in salary is proposed to the Board taking into account the budget and any available market data (market data is sought every three to four years). The Board reviews the information and approves or rejects the proposed salary for the CEO. |
| Process for Determining Compensation | Form 990, Part VI, Section B, Line 15b Each year the general counsel/corporate secretary and key employees prepare a self-assessment comparing their performance to the goals set for the year by the CEO or their manager. The self-assessment is reviewed by the CEO or manager. The CEO or manager also assesses the general counsel/corporate secretaries or key employee's performance. Based on their performance, a recommended increase in salary is proposed to HRCC taking into account the budget and any available market data (market data is sought every three to four years). The HRCC reviews the information and approves or rejects the proposed salary for the officers and key employees reporting directly to the CEO. The CEO reviews and approves or rejects proposed salaries for other key employees. |
| How Documents are Made Available to the Public | Form 990, Part VI, Line 19 Governing documents are available on the WECC website. The conflict of interest policy and the Financial Statements are available upon request. |
| OTHER CHANGES IN NET ASSETS | FORM 990, PART XI, LINE 5 THE NET AMOUNT OF CHANGE IN ASSETS IS MADE UP OF UNREALIZED LOSSES OF $88,992. |
| Board of Directors | Form 990, Part VI, Section A, Line 7a The Board of Directors consists of 34 Directors, 25 are member-class Directors which are elected by the member classes eligible to vote. Seven are Non-affiliated Directors and are elected by the WECC membership as a whole. The CEO is also a member of the Board of Directors. |
| Voting Members | Form 990, Part VI, Section A, Question 1a The CEO cannot cast a vote that creates or breaks a tie. |
| AMENDED ITEMS | Form 990, Part VII, Section A, Line 1a, Names 3 through 11 The amount of reportable compensation from the organization has been amended for these directors to report amounts paid for services. Previous amounts reported included expense reimbursements. Form 990, Part VII, Section B, Line 1 The independent contractors section has been amended. Utilicast replaced Arizona State University on the list of the five highest compensated independent contractors, and all compensation amounts have been amended to report amounts paid for services. Previous amounts reported included expense reimbursements. Additionally, Russell Reynolds Associates' description of services was corrected. |
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