October 2, 2000 DRAFT

TABLE OF CONTENTS

1............ Mission............ 1

2............ Furtherance of the WECC’s Mission........... 1

2.1........... Activities to Carry Out WECC’s Reliability Mission............ 1

2.2........... Activities to Carry Out WECC’s Non-Discriminatory Access Mission........... 3

2.3........... Organizational Characteristics............ 3

2.4........... Transition............ 4

2.5........... Guiding Reference............ 4

3............ Definitions............ 4

3.1........... Affiliate............ 4

3.2........... Applicable Regulatory Authority............ 5

3.3........... Backstop Authority............ 5

3.4........... Board of Directors (Board)............ 5

3.5........... Class............ 5

3.6........... Commercial Practices............ 5

3.7........... Control Area............ 5

3.8........... Director............ 6

3.9........... Electric Line of Business............ 6

3.10........... Entity............ 6

3.11........... FERC............ 6

3.12........... Good Utility Practice............ 6

3.13........... Grid Operating Entity............ 6

3.14........... Market Interface............ 6

3.15........... Material External Impacts (MEI)............ 6

3.16........... Member............ 6

3.17........... Member Class Director............ 7

3.18........... NAERO............ 7

3.19........... NERC............ 7

3.20........... Non-Affiliated Director............ 7

3.21........... Open Access Tariff............ 7

3.22........... Primary Authority............ 7

3.23........... Regional Entity (RE)............ 7

3.24 Regional Transmission Organization (RTO)…………………………………………………… 7

3.25........... Reliability Management System........... 7

3.26........... Reliability Practices............ 7

3.27........... Transmission Facilities............ 7

3.28........... Western Interconnection............ 8

4............ Members and Membership............ 8

4.1........... Voluntary Membership............ 8

4.2........... Eligibility for Membership............ 8

4.3........... Designation of Membership Class............ 9

4.4........... Changes in Membership Class............ 9

4.5........... Affiliates and Distinct Business Entities............ 9

4.6........... Rights and Obligations of Membership............ 10

4.7........... Limitations on Member Obligations............ 11

4.8........... Compliance and Enforcement............ 11

4.9........... Review of Member Class Categories............ 12

5............ Procedures for Member Decisions............ 12

5.1........... Quorum............ 12

5.2........... Organizing Meeting............ 12

5.3........... Annual Member Meetings............ 13

5.4........... Special Member Meetings............ 13

5.5........... Notice of Member Meetings............ 13

5.6........... Open Meetings............ 14

6............ Governance............ 14

6.1........... Board of Directors............ 14

6.2........... Composition of the Board............ 14

6.3........... Term of Office............ 14

6.4........... Selection and Compensation of Member Class Directors............ 15

6.5........... Selection and Compensation of Non-Affiliated Directors............ 16

6.6........... Tie Vote............ 18

6.7........... Removal of Directors............ 19

6.8........... Resignation............ 19

6.9........... Procedures for Filling Vacant Director Positions............ 19

6.10........... Duties of Directors............ 20

6.11........... Powers of Directors............ 20

6.12........... Delegation of Board Authority............ 20

7............ Procedures for Board Decisions............ 21

7.1........... Quorum............ 21

7.2........... Majority Vote............ 21

7.3........... Attendance at Board Meetings by Teleconference............ 21

7.4........... Board Action by Unanimous Written Consent............ 21

7.5........... Notice of Board Meetings............ 22

7.6........... Open Meetings............ 22

7.7........... Board Committees............ 23

8............ Member Committees............ 23

8.1........... Purpose............ 23

8.2........... Standing Committees............ 24

8.3........... Other Committees............ 24

8.4........... Committee Assessment and Streamlining............ 24

8.5........... Procedures for Committee Decision-Making............ 24

8.6........... Notice of Committee Meetings............ 26

8.7........... Open Meetings............ 26

9............ The Chief Executive Officer, Officers, and Employees............ 26

9.1........... Designation of Officers and Terms of Office............ 26

9.2........... Chief Executive Officer Qualifications............ 27

9.3........... Standards Applicable to All Employees............ 27

9.4........... Employment............ 27

9.5........... Chief Executive Officer's Duties............ 27

9.6........... Secretary's Duties............ 28

10............ Transmission Service Obligations............ 28

10.1........... Non-Discriminatory Transmission Access............ 28

10.2........... Service to be Provided............ 29

10.3........... Open Access Tariffs............ 29

10.4........... Requests Involving Members of Regional Entities............ 30

10.5........... Request Process and Dispute Resolution............ 30

11............ Dispute Resolution............ 31

12............ Costs and Finances............ 31

12.1........... Annual Dues............ 31

12.2........... Balance of Operating Costs............ 31

13............ Amendments to these By-Laws............ 31

13.1........... Amendment by the Board............ 32

13.2........... Amendment by the Members............ 32

13.3........... Amendments in Response to Mandatory Membership............ 32

14............ Termination of Organization............ 32

15............ Miscellaneous Provisions............ 32

15.1........... Limitation on Liability............ 32

15.2........... Indemnification............ 32

15.3........... No Third Party Beneficiaries............ 32

15.4........... Informal Inquiries for Information............ 33

16............ FERC Review............ 33

17............ Incorporation............ 33

18............ Governing Law............ 33

APPENDICES:

A. Board Member Standards of Conduct

B. Officers and Employees Standards of Conduct

C. WECC Dispute Resolution Procedures

BY‑LAWS

The

WESTERN ELECTRICITY COORDINATING COUNCIL

1. Mission.

The Western Interconnection is the geographic area containing the synchronously operated electric grid in the western part of North America, which includes parts of Montana, Nebraska, New Mexico, South Dakota, Texas, Wyoming, and Mexico and all of Arizona, California, Colorado, Idaho, Nevada, Oregon, Utah, Washington and the Canadian provinces of British Columbia and Alberta.

The Western Electricity Coordinating Council ("WECC") is a Utah nonprofit corporation with the mission to do the following consistent with these Bylaws: (1) maintain a reliable electric power system in the Western Interconnection that supports efficient competitive power markets ("Reliability Mission"); and (2) assure open and non-discriminatory transmission access among Members and provide a forum for resolving transmission access disputes between Members consistent with FERC policies where alternative forums are unavailable or where the Members agree to resolve a dispute using the mechanism provided in Section 11 ("Transmission Access Mission").

2. Furtherance of the WECC's Mission

2.1 Activities to Carry Out WECC's Reliability Mission.

2.1.1Regional Coordination. The WECC will act as a coordinating entity for the entire Western Interconnection for activities of regional organizations with responsibilities for reliability and market functions.

2.1.2Standard Setting. The WECC will develop and adopt reliability, operating, and planning standards, criteria and guidelines necessary to maintain the reliable operation of the Western Interconnection's interconnected bulk power system, including seeking, as appropriate, variances from standards of the NERC (or any successor organization which may be created by legislation or otherwise), as well as providing a process for regional variances.

2.1.3Certification of Grid Operating Entities. The WECC will certify Grid Operating Entities in the Western Interconnection.

2.1.4Reliability Assessment. The WECC will ensure that interconnected bulk electric system reliability assessments are conducted as needed. The WECC will do this work in conjunction with the Regional Entities to the greatest extent possible. The WECC will also facilitate coordinated reliability assessments among Regional Entities.

2.1.5Compliance Activities. With respect to enforcement of reliability standards, the WECC will:

a) implement the Reliability Management System as in effect as of the WECC's formation and as the Reliability Management System may be subsequently modified in accordance with its terms;

b) implement any new enforcement mechanisms developed through national legislative initiatives and corresponding NAERO activities; and

c) administer any other enforcement mechanisms developed through voluntary processes after the WECC’s formation, where the WECC is designated to perform administration.

2.1.6Coordinated Regional Planning. With respect to the coordination of regional planning activities, the WECC:

a) will develop coordinated planning policies and procedures for the Western Interconnection, including facilitation of market‑based solutions, consistent with WECC/NERC standards, FERC policy, and Section 2.5 of these Bylaws.

b) will review and assess Regional Entity (as that term is defined in Section 3 of these Bylaws) planning processes to determine whether WECC planning procedures have been satisfied;

c)will refer planning matters back to the originating Regional Entity for revision or other corrective actions when the WECC Board determines that WECC planning procedures have not been satisfied; and

d)may perform other interconnection-wide studies as needed, but shall not perform expansion planning studies.

2.1.7Coordinated Operations. With respect to coordinating reliable operating activities within the Western Interconnection, the WECC will develop, coordinate and promote consistent interregional operating policies and procedures for the Western Interconnection, consistent with WECC/NERC standards, FERC policy, and Section 2.5 of these Bylaws.

2.1.8Market Interface Issues. With respect to Market Interface issues (as the term "Market Interface" is defined in Section 3 of these Bylaws), the WECC will:

a) facilitate development of compatible and efficient practices across the Western Interconnection; and

b) exercise Backstop Authority where an unresolved Market Interface issue will cause Material External Impacts by taking some or all of the following actions: 1) providing a forum for and coordinating voluntary solutions among Members; 2) recommending specific solutions for voluntary adoption by Members; and 3) if necessary, proposing solutions to an Applicable Regulatory Authority.

2.1.9Commercial Practices. The WECC will have no authority with respect to adoption of or compliance with any Commercial Practices, or to attempt to resolve or enforce any resolution of Commercial Practices disputes among Members.

2.1.10Dispute Resolution. The WECC will provide a process for the timely resolution of disputes between WECC Members as set forth in Section 11.

2.1.11Avoiding Duplication with Regional Transmission Organizations. The WECC will endeavor to carry out the provisions of these Bylaws in a manner that does not conflict with or duplicate any FERC-approved functions of a Regional Transmission Organization including functions that may be delegated by the Regional Transmission Organization to any Regional Entity.

2.2 Activities to Carry Out WECC's Non‑Discriminatory Access Mission.

2.2.1In accordance with Section 10 of these Bylaws, the WECC will ensure the provision of non‑discriminatory transmission access between Members.

2.2.2In accordance with Section 10 of these Bylaws, the WECC will provide for the submission of Open Access Transmission Tariffs (or petitions for exemption) by all Members that own or operate Transmission Facilities.

2.3 Organizational Characteristics.

As the WECC carries out activities to fulfill its mission, it will seek to develop and maintain the following characteristics:

a) dedication to serving the individuals, businesses, and other organizations that generate, transmit, distribute, market, and use electrical energy in the Western Interconnection;

b)efficiency in its administration, decision‑making, policy and standards development, and dispute resolution processes;

c)the ability to qualify as an Interconnection‑wide regional reliability entity and be afforded deference and delegation by NERC (or NAERO upon the enactment of reliability legislation under consideration in the Congress of the United States as of the date of the WECC's formation); and

d) fair and open processes through which practices, policies, and standards are developed and implemented based on sound technical and policy analysis.

2.4 Transition.

One of the principal reasons for formation of the WECC is to promote an efficient western electric market by reducing or eliminating conflict, duplication and overlap among electric organizations in the Western Interconnection, including, but not limited to, the Western Regional Transmission Association, the Southwest Regional Transmission Association, the Northwest Regional Transmission Association, the Western Systems Coordinating Council, and the Western Interconnection Coordination Forum. Existing standards, policies, procedures, guidelines and market interface practices will generally apply in the WECC upon formation. These will then be subject to requests for review under due process procedures.

a) To that end, these Bylaws contemplate that some or all of these organizations (and perhaps others) will merge into the WECC or fold their interconnection‑wide functions into the WECC through other means. Where merger agreements are developed, they will provide for an orderly transition of assets, contracts, policies, procedures and functions between merging organizations and the WECC. These merger agreements will also provide that members of any organization merging with or into the WECC will become Members of the WECC by operation of the merger; provided: 1) such members are otherwise eligible for membership under these Bylaws, and 2) such members are given notice and an opportunity to decline membership in the WECC. The Board will respect and act consistently with any merger agreements or other formal arrangements related to formation of the WECC, provided that nothing in any merger agreement or other mechanism to transfer functions to the WECC may either: a) supersede or be deemed to amend these Bylaws; or b) limit the power of the Board under these Bylaws to amend or rescind any policy, procedure, decision, guideline or recommendation that may be transferred to the WECC through merger or other means.

b) Within one year of the effective date of any merger involving the Western Systems Coordinating Council, the WECC Board must consider whether to establish a Communications Committee and an Environmental Committee pursuant to Section 8.3.

2.5 Guiding Reference.

These Bylaws are intended to reflect the expectations and agreements of interested parties throughout the Western Interconnection as embodied in the document, dated October 2, 2000, entitled "Western Interconnection Organization ‑ A Detailed Proposal for a Grid Management Organization in the Western Interconnection" (the "Detailed Proposal"). While the complete content of the Detailed Proposal is too extensive to incorporate into these Bylaws, the Detailed Proposal describes with specificity the key elements of broad consensus among regional participants concerning the activities and authority of the WECC and Regional Entities. Accordingly, the Board of Directors will refer to the Detailed Proposal as a principal source for guidance concerning matters within the scope of WECC activities not specifically addressed in these Bylaws.

3. Definitions.

3.1 Affiliate.

An Entity that directly or indirectly through one (1) or more intermediaries, controls, or is controlled by, or is under common control with, another Entity. An Entity "controls" any Entity in which it has the power to vote, directly or indirectly, 5% or more of the voting interests in such entity or, in the case of a partnership, if it is a general partner. Notwithstanding the foregoing definition, for purposes of these By‑Laws: (a) electric distribution cooperatives that are member‑owners of a generation and transmission cooperative are not Affiliates of the generation and transmission cooperative or of each other; (b) an entity controlled by or operating as a unit, agency, or subdivision of a local, state, provincial, or U.S. federal or Canadian or Mexican national government will not be considered an Affiliate of any other entity controlled by or operating as a unit, agency, or subdivision of a local, state, provincial, or federal government; (c) separate agencies of a single state or province, or of the U.S. federal or Canadian or Mexican national government will not be considered Affiliates of each other, regardless of any commonality of political control, (d) members of any joint powers authority, and such joint powers authority, will not be considered Affiliates of each other, and (e) members of a Regional Transmission Organization ("RTO") will not be considered Affiliates of such RTO or of each other solely as a result of such membership.

3.2 Annual Meeting.

The annual membership meeting of WECC, as described in Section 5.4.

3.3 Applicable Regulatory Authority.

The FERC or any state or provincial government agency with jurisdiction to regulate or directly affect the transmission of electricity within the Western Interconnection.

3.4 Backstop Authority.

The ability, obligation, or responsibility of the WECC to address an issue when the WECC Board determines that a Regional Entity(ies) holding Primary Authority has not resolved an issue, has created incompatible resolutions or has not acted. In each case where these Bylaws authorize the WECC to exercise Backstop Authority, the provisions that authorize Backstop Authority will also specify the conditions necessary to trigger Backstop Authority and the actions that fall within the WECC's exercise of Backstop Authority.

3.5 Board of Directors (Board).

WECC Board of Directors, collectively, as described in Section 6.

3.6 Class.

A grouping of Members described in Sections 4.2.1 through 4.2.5.

3.7 Commercial Practices.

The products and practices involved in trading electricity. The term "Commercial Practices" only refers to an interaction among market entities that does not affect or require assistance from Grid Operating Entities that have grid reliability responsibilities.

3.8 Control Area.

An electric power system (or combination of electric power systems) to which a common automatic generation control scheme is applied in order to: (i) match, at all times, the power output of the Generating Units within the electric power system(s), plus the energy purchased from entities outside the electric system(s), minus energy sold to entities outside the electric system, with the demand within the electric power system(s); (ii) maintain scheduled interchange with other Control Areas, within the limits of Good Utility Practice; (iii) maintain the frequency of the electric power system(s) within reasonable limits in accordance with Good Utility Practice; and (iv) provide sufficient generating capacity to maintain operating reserves in accordance with Good Utility Practice.

3.9 Director.

An individual member of the WECC's Board of Directors.

3.10 Electric Line of Business.

The generation, transmission, distribution, or trading of electricity or the provision of related energy services in the Western Interconnection.

3.11 Entity.

Any individual, person, corporation, partnership, association, governmental body or organization of any kind.