NOTICE DATE: September 9, 2022

NOTICE TYPE: M-E090922-01 Legal

SHORT DESCRIPTION: Request for comments on proposed amendment to ERCOT Bylaws

INTENDED AUDIENCE: Corporate Members

DAYS AFFECTED: September 9 - 30, 2022

LONG DESCRIPTION: Pursuant to direction from the ERCOT Board of Directors (Board), ERCOT has posted a proposed amendment to the Amended and Restated Bylaws of Electric Reliability Council of Texas, Inc. (Approved October 12, 2021) (Bylaws) to the Governing Document Amendment Proposals page on the ERCOT website. A copy of the proposed amendment is also attached hereto. The proposed amendment clarifies that amendments to the ERCOT Bylaws or Certificate of Formation do not require approval by the Corporate Members, but also requires that Corporate Members be provided notice and the opportunity to comment on any such proposed amendments or other fundamental actions. The proposed amendment also clarifies that Corporate Members no longer are required to vote as a full body, but continue to have the right to elect Technical Advisory Committee (TAC) Representatives by Segment or subsegment. Other key changes include:

• Expanding the ability of Directors to fully participate and vote by teleconference or similar means at meetings where an in-person quorum is achieved;
• Adding a requirement that TAC adopt minimum requirements for TAC Representatives, as well as a certification process for Corporate Members’ TAC Representatives; and
• Revisions to better align with the Public Utility Regulatory Act (PURA) in light of the amendments made to PURA by Texas Senate Bill 2 in 2021.

Corporate Members are invited to comment on the proposed Bylaws amendment. Comments must be submitted to Corporate@ercot.com no later than September 30, 2022. All comments received will be shared with the Board and posted to the Governing Document Amendment Proposals page on the ERCOT website. We anticipate discussion of the proposed Bylaws amendment and comments received at the October 17, 2022 Human Resources and Governance Committee meeting and/or October 18, 2022 Board meeting.

CONTACT: If you have any questions, please contact your ERCOT Account Manager. You may also call the general ERCOT Client Services phone number at (512) 248-3900 or contact ERCOT Client Services via email at ClientServices@ercot.com.

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