Minutes Board of Trustees - NERC Minutes and Highlights DL/2009/AWOM... · DATE: June 17, 2009...
30
116-390 Village Blvd. Princeton, NJ 08540 609.452.8060 | www.nerc.com Minutes Board of Trustees Action Without a Meeting June 19, 2009 On June 19, 2009, the members of the Board of Trustees of the North American Electric Reliability Corporation consented in writing to waive notice and take action without a meeting, and approve the 2008 audited financial statements. Attached to these minutes are the memorandum from the General Counsel requesting the votes, the written votes of the trustees, and the 2008 audited financial statements as Exhibits A, B, and C respectively. Submitted by, Secretary
Transcript of Minutes Board of Trustees - NERC Minutes and Highlights DL/2009/AWOM... · DATE: June 17, 2009...
116-390 Village Blvd. Princeton, NJ 08540
609.452.8060 | www.nerc.com
Minutes Board of Trustees Action Without a Meeting June 19, 2009
On June 19, 2009, the members of the Board of Trustees of the North American Electric Reliability Corporation consented in writing to waive notice and take action without a meeting, and approve the 2008 audited financial statements. Attached to these minutes are the memorandum from the General Counsel requesting the votes, the written votes of the trustees, and the 2008 audited financial statements as Exhibits A, B, and C respectively. Submitted by,
Secretary
MEMORANDUM TO: BOARD OF TRUSTEES FROM: DAVID COOK
GENERAL COUNSEL DATE: June 17, 2009 SUBJECT: REQUEST FOR ACTION WITHOUT A MEETING Approve 2008 Audited Financial Statements ACTION DATE: COB, Friday, June 19, 2009 At the request of the Finance and Audit Committee, we are asking the Board of Trustees to take action in writing without a meeting to approve the 2008 audited financial statements. A resolution consenting to action without a meeting and approving the audited NERC 2008 financial statements is Attachment 1 to this memorandum. A copy of the audited 2008 financial statements is Attachment 2. Voting instructions are included later in this memorandum. On June 5, 2009, the Finance and Audit Committee reviewed and approved the audit report for the 2008 financial statements prepared by Mercadien, P.C., Certified Public Accountants, and recommended that the audited financial statements be approved by the board. VOTING INSTRUCTIONS: The NERC bylaws authorize the board to take action in writing without a meeting if the action is consented to by the same number of trustees as would be required to approve an action if all trustees were present and voting at a meeting, i.e., by majority vote. I will need a signed resolution from each trustee voting. You may either (1) paste your signature into the attached Word file, “Action w-o mtg approve 2008 audited financials 20090617”, save it, and return the executed resolution to me by attachment to an e-mail ([email protected]), or (2) you may print out, sign, and fax the signed 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. I request that you return the signed resolution by COB Friday, June 19, 2009. Please contact me if you have any questions or need additional information. Thank you for your prompt attention.
116-390 Village Boulevard, Princeton, New Jersey 08540-5721 Phone: 609.452.8060 ▪ Fax: 609.452.9550 ▪ www.nerc.com
mcclellant
Text Box
Exhibit A
Attachment 1
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:
RESOLVED, that upon the recommendation of the Finance and Audit Committee the NERC Board of Trustees approves the NERC 2008 audited financial statements (Attachment 2). 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 ____________________________ ____________________________ James M. Goodrich Frederick W. Gorbet
____________________________ ____________________________ Sharon L. Nelson Kenneth G. Peterson ____________________________ ____________________________ Bruce A. Scherr Jan Schori
____________________________ Richard P. Sergel Dated ______________, 2009 Action Without a Meeting Approval of 2008 Audited Financial Statements Circulated June 17, 2009
mcclellant
Stamp
mcclellant
Text Box
Exhibit B
Attachment 1
Action Without a Meeting Approval of 2008 Audited Financial Statements Circulated June 17, 2009
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:
RESOLVED, that upon the recommendation of the Finance and Audit Committee the NERC Board of Trustees approves the NERC 2008 audited financial statements (Attachment 2). 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
____________________________ ____________________________ James M. Goodrich Frederick W. Gorbet
____________________________ ____________________________ Sharon L. Nelson Kenneth G. Peterson ____________________________ ____________________________ Bruce A. Scherr Jan Schori
____________________________ Richard P. Sergel Dated ______________, 2009
Attachment 1
Action Without a Meeting Approval of 2008 Audited Financial Statements Circulated June 17, 2009
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:
RESOLVED, that upon the recommendation of the Finance and Audit Committee the NERC Board of Trustees approves the NERC 2008 audited financial statements (Attachment 2). 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 ____________________________ ____________________________ James M. Goodrich Frederick W. Gorbet
____________________________ ____________________________ Sharon L. Nelson Kenneth G. Peterson ____________________________ ____________________________ Bruce A. Scherr Jan Schori
____________________________ Richard P. Sergel
Attachment 1
Action Without a Meeting Approval of 2008 Audited Financial Statements Circulated June 17, 2009
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:
RESOLVED, that upon the recommendation of the Finance and Audit Committee the NERC Board of Trustees approves the NERC 2008 audited financial statements (Attachment 2). 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 ____________________________ ____________________________ James M. Goodrich Frederick W. Gorbet
____________________________ ____________________________ Sharon L. Nelson Kenneth G. Peterson ____________________________ ____________________________ Bruce A. Scherr Jan Schori
____________________________ Richard P. Sergel Dated __June 18, 2009
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:
RESOLVED, that upon the recommendation of the Finance and Audit Committee the NERC Board of Trustees approves the NERC 2008 audited financial statements (Attachment 2). 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 ____________________________ ____________________________ James M. Goodrich Frederick W. Gorbet
____________________________ ____________________________ Sharon L. Nelson Kenneth G. Peterson ____________________________ ____________________________ Bruce A. Scherr Jan Schori
____________________________ Richard P. Sergel Dated ______________, 2009
Attachment 1
Action Without a Meeting Approval of 2008 Audited Financial Statements Circulated June 17, 2009
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:
RESOLVED, that upon the recommendation of the Finance and Audit Committee the NERC Board of Trustees approves the NERC 2008 audited financial statements (Attachment 2). 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 ____________________________ ____________________________ James M. Goodrich Frederick W. Gorbet
____________________________ ____________________________ Sharon L. Nelson Kenneth G. Peterson ____________________________ ____________________________ Bruce A. Scherr Jan Schori
____________________________ Richard P. Sergel Dated ______________, 2009
mcclellant
Text Box
Exhibit C
