Common use of Commission Determination Clause in Contracts

Commission Determination. 108. We accept NERC’s and SPP’s proposed changes to the SPP Delegation Agreement, subject to revision. While we accept NERC’s and SPP Regional Entity’s proposed changes to the SPP Regional Entity bylaws, it remains unclear to the Commission whether this new bylaw provision fully resolves the concerns set forth in the March 21 Order. NERC and SPP Regional Entity explain that the SPP Regional Entity allows open participation in its activities and SPP Regional Entity does not have membership. Thus, all interested entities may participate in matters such as the Docket No. RR06-1-016, et al. -36- development of a regional Reliability Standard, or voting on a regional standard as part of the SPP Regional Ballot Body. However, other SPP Regional Entity functions and activities are conducted through the existing committees and structure of SPP Inc., i.e., the regional transmission organization. 109. For example, the SPP Inc. Market and Operations Committee appoints a standing SPP Inc. subcommittee or work group to serve as the Reliability Standards development team for developing a new or revised regional Reliability Standard. While it appears that other interested entities may join and participate in the Reliability Standards development team, the team is initially selected by a SPP Inc. committee. Likewise, once a draft regional Reliability Standard receives an affirmative vote by the SPP Regional Entity Ballot Body, the draft standard is then submitted to the SPP Inc. Market and Operations Committee and subsequently the SPP Inc. Board of Directors/Members Committee for advisory votes before reaching the SPP Regional Entity independent trustees for a final vote. While these votes are “advisory,” the Markets and Operation Committee and SPP Inc. Board of Directors/Members Committee also have the ability to “remand” a draft regional Reliability Standard back to the Reliability Standards development team for further consideration or even “terminate” the draft standard, albeit subject to notice to the SPP Regional Entity trustees with an opportunity to override such actions.52 110. Thus, the SPP Markets and Operation Committee and SPP Board of Directors/Members Committee have the opportunity to significantly delay, if not terminate, a draft regional Reliability Standard after the SPP Regional Entity Ballot Body has affirmatively voted on the standard. Pursuant to the SPP Inc. bylaws, it appears that participation in the Market and Operations Committee and the SPP Inc. Board of Directors/Members Committee is limited to members of SPP Inc. Further, membership in SPP Inc. is subject to a $6,000 annual membership fee and agreement to pay a significant exit fee. In these circumstances, it is not clear to the Commission whether the new bylaw provision generally assuring that participation in SPP Regional Entity activities is open to the public and does not require membership in SPP Inc. is consistent with other provisions of the SPP Inc. bylaws and the SPP Regional Entity Standards Development Process Manual that identify particular SPP Regional Entity functions and activities, some of which are discussed above, that are conducted by SPP Inc. membership-based committees. We direct NERC and SPP Regional Entity to provide in its compliance filing a further explanation on this matter. We preserve the right to take further action on this issue either in response to the compliance filing or, if appropriate, in 52 See SPP Regional Entity Standards Development Process Manual at section IV. Docket No. RR06-1-016, et al. -37- the context of ▇▇▇▇’s first performance assessment that is due at the three-year anniversary of its certification as the ERO.

Commission Determination. 108. We accept NERC’s and SPP’s proposed changes to the SPP Delegation Agreement, subject to revision. While we accept NERC’s and SPP Regional Entity’s proposed changes to the SPP Regional Entity bylaws, it remains unclear to the Commission whether this new bylaw provision fully resolves the concerns set forth in the March 21 Order. NERC and SPP Regional Entity explain that the SPP Regional Entity allows open participation in its activities and SPP Regional Entity does not have membership. Thus, all interested entities may participate in matters such as the Docket No. RR06-1-016, et al. -36- development of a regional Reliability Standard, or voting on a regional standard as part of the SPP Regional Ballot Body. However, other SPP Regional Entity functions and activities are conducted through the existing committees and structure of SPP Inc., i.e., the regional transmission organization. 109. For example, the SPP Inc. Market and Operations Committee appoints a standing SPP Inc. subcommittee or work group to serve as the Reliability Standards development team for developing a new or revised regional Reliability Standard. While it appears that other interested entities may join and participate in the Reliability Standards development team, the team is initially selected by a SPP Inc. committee. Likewise, once a draft regional Reliability Standard receives an affirmative vote by the SPP Regional Entity Ballot Body, the draft standard is then submitted to the SPP Inc. Market and Operations Committee and subsequently the SPP Inc. Board of Directors/Members Committee for advisory votes before reaching the SPP Regional Entity independent trustees for a final vote. While these votes are “advisory,” the Markets and Operation Committee and SPP Inc. Board of Directors/Members Committee also have the ability to “remand” a draft regional Reliability Standard back to the Reliability Standards development team for further consideration or even “terminate” the draft standard, albeit subject to notice to the SPP Regional Entity trustees with an opportunity to override such actions.52 110. Thus, the SPP Markets and Operation Committee and SPP Board of Directors/Members Committee have the opportunity to significantly delay, if not terminate, a draft regional Reliability Standard after the SPP Regional Entity Ballot Body has affirmatively voted on the standard. Pursuant to the SPP Inc. bylaws, it appears that participation in the Market and Operations Committee and the SPP Inc. Board of Directors/Members Committee is limited to members of SPP Inc. Further, membership in SPP Inc. is subject to a $6,000 annual membership fee and agreement to pay a significant exit fee. In these circumstances, it is not clear to the Commission whether the new bylaw provision generally assuring that participation in SPP Regional Entity activities is open to the public and does not require membership in SPP Inc. is consistent with other provisions of the SPP Inc. bylaws and the SPP Regional Entity Standards Development Process Manual that identify particular SPP Regional Entity functions and activities, some of which are discussed above, that are conducted by SPP Inc. membership-based committees. We direct NERC and SPP Regional Entity to provide in its compliance filing a further explanation on this matter. We preserve the right to take further action on this issue either in response to the compliance filing or, if appropriate, in 52 See SPP Regional Entity Standards Development Process Manual at section IV. Docket No. RR06-1-016, et al. -37- the context of ▇▇▇▇NERC’s first performance assessment that is due at the three-year anniversary of its certification as the ERO.

Commission Determination. 108. We accept NERC’s and SPP’s proposed changes to the SPP Delegation Agreement, subject to revision. While we accept NERC’s and SPP Regional Entity’s proposed changes to the SPP Regional Entity bylaws, it remains unclear to the Commission whether this new bylaw provision fully resolves the concerns set forth in the March 21 Order. NERC and SPP Regional Entity explain that the SPP Regional Entity allows open participation in its activities and SPP Regional Entity does not have membership. Thus, all interested entities may participate in matters such as the Docket No. RR06-1-016, et al. -36- development of a regional Reliability Standard, or voting on a regional standard as part of the SPP Regional Ballot Body. However, other SPP Regional Entity functions and activities are conducted through the existing committees and structure of SPP Inc., i.e., the regional transmission organization. 109. For example, the SPP Inc. Market and Operations Committee appoints a standing SPP Inc. subcommittee or work group to serve as the Reliability Standards development team for developing a new or revised regional Reliability Standard. While it appears that other interested entities may join and participate in the Reliability Standards development team, the team is initially selected by a SPP Inc. committee. Likewise, once a draft regional Reliability Standard receives an affirmative vote by the SPP Regional Entity Ballot Body, the draft standard is then submitted to the SPP Inc. Market and Operations Committee and subsequently the SPP Inc. Board of Directors/Members Committee for advisory votes before reaching the SPP Regional Entity independent trustees for a final vote. While these votes are “advisory,” the Markets and Operation Committee and SPP Inc. Board of Directors/Members Committee also have the ability to “remand” a draft regional Reliability Standard back to the Reliability Standards development team for further consideration or even “terminate” the draft standard, albeit subject to notice to the SPP Regional Entity trustees with an opportunity to override such actions.52 110. Thus, the SPP Markets and Operation Committee and SPP Board of Directors/Members Committee have the opportunity to significantly delay, if not terminate, a draft regional Reliability Standard after the SPP Regional Entity Ballot Body has affirmatively voted on the standard. Pursuant to the SPP Inc. bylaws, it appears that participation in the Market and Operations Committee and the SPP Inc. Board of Directors/Members Committee is limited to members of SPP Inc. Further, membership in SPP Inc. is subject to a $6,000 annual membership fee and agreement to pay a significant exit fee. In these circumstances, it is not clear to the Commission whether the new bylaw provision generally assuring that participation in SPP Regional Entity activities is open to the public and does not require membership in SPP Inc. is consistent with other provisions of the SPP Inc. bylaws and the SPP Regional Entity Standards Development Process Manual that identify particular SPP Regional Entity functions and activities, some of which are discussed above, that are conducted by SPP Inc. membership-based committees. We direct NERC and SPP Regional Entity to provide in its compliance filing a further explanation on this matter. We preserve the right to take further action on this issue either in response to the compliance filing or, if appropriate, in 52 See SPP Regional Entity Standards Development Process Manual at section IV. Docket No. RR06-1-016, et al. -37- the context of ▇▇▇▇’s first performance assessment that is due at the three-year anniversary of its certification as the ERO.