powers and responsibilities of the Audit Committee shall be specified in an Audit Committee
Charter, which shall be adopted from time to time by the Members at the Annual Meeting.
SECTION 6. Regulatory and Legislative Affairs Committee, There shall be a Regulatory and
Legislative Affairs Committee consisting of no fewer than two Directors along with a number of
Members determined at the Annual Meeting. The committee shall be responsible for monitoring
and advising the Corporation and Members in regard to regulatory and legislative engagement and
shall have specific powers and responsibilities as specified in a Regulatory and Legislative Affairs
Committee Charter, which shall be adopted from time to time at the Annual Meeting. This
committee shall also appoint representatives of the Corporation to serve on statutory commissions,
study commissions, and other boards and commissions created by the state legislature.
SECTION 7. Risk Management Committee. There shall be a Risk Management Committee
consisting of the Chair, the Treasurer, and such other Directors and members as the Board
determines. The committee shall develop and recommend to the Board within one year of the
Effective Date of this Agreement, and at least biennially thereafter, an Enterprise Risk
Management Policy, and shall perform such tasks as, reviewing major risk exposures and
monitoring the steps taken to control said exposures. The Risk Management Committee shall
commission an independent agent to conduct and deliver to the Board and to the Members at the
Annual Meeting an evaluation of the operational performance of the Corporation relative to the
Enterprise Risk Management Policy and as otherwise requested by the Board. The Corporation
shall budget an amount necessary for the evaluation as determined by the Risk Management
Committee, which shall cause to be hired a firm or individual that has no other direct or indirect
business relationship with the Corporation, The evaluation shall be conducted at least once every
two years, starting within three years of the initial provision of electricity supply to a Member and
no individual or firm may be hired to conduct more than two consecutive evaluations. The Risk
Management Committee shall act upon a majority vote of the Member Directors of the Committee.
SECTION 8. Governance Committee. There shall be a Governance Committee consisting of
no fewer than three and no more than six Directors or alternates. The committee shall assist the
Members in recruitment of Board Directors; determine eligibility of nominees for consideration of
Directorship; monitor the effective functioning of the Board and committees; conduct regular
Board orientations and evaluations; periodically review and recommend amendments to this
Agreement; and advise the Board and Members, through the Annual Meeting, on governance
issues. The Governance Committee shall be comprised of at least one Director each from a city, a
town, and a county.
SECTION 9. Other Committees, Other committees may be established and abolished as
necessary by the Board and given such authority as the Board determines appropriate, subject to
the provisions of this article, and except that the authority of the Board itself shall not be delegated
to any committee other than the Executive Committee. In the case of such committees established
by the Board, it shall not be necessary for a committee member to also be a Member or a Director.
SECTION 10. Project Committees, The power to oversee implementation of Projects is
delegated to Project Committees as set forth in this Agreement.
ARTICLE X
PROJECTS
SECTION 1. Projects. The Board may establish Projects and Study Projects (collectively, for
-8-
