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GOOD MORNING.[1. Call General Session to Order]
TO THE HUMAN RESOURCES AND GOVERNANCE COMMITTEE FOR JUNE 23RD, 2025.UH, I'M PEGGY HAGG, COMMITTEE CHAIR.
I HEREBY CALL THIS MEETING TO ORDER.
THIS MEETING IS BEING WEBCAST LIVE TO THE PUBLIC.
I'VE CONFIRMED A QUORUM IS PRESENT IN PERSON.
BEFORE WE PROCEED, I'D LIKE TO HIGHLIGHT THAT TO THE COMMITTEE MEMBERS THAT THE ANTITRUST AND ADMISSION AND SECURITY MAP ARE INCLUDED WITH POST MEETING MATERIALS.
WE HAVE A VERY, VERY SHORT MEETING TODAY.
UH, THE FIRST ORDER OF BUSINESS ON TODAY'S AGENDA IS ITEM TWO.
NOTICE OF PUBLIC COMMENT, IF ANY.
TODAY'S MEETING AGENDA WAS POSTED PUBLICLY ON JUNE 16TH, UH, AND PROVIDED INSTRUCTIONS FOR THE PUBLIC FOR COMMENTING AND PURPOSE.
TODAY, IT'S MY UNDERSTANDING THAT NO ONE IS EXPRESSING INTEREST IN COMMENTING.
IS THAT STILL CORRECT, CHAD? THAT IS CORRECT.
[3. April 7, 2025 General Session Meeting Minutes]
THREE.GENERAL SESSION MEETING MINUTES.
THERE'S A DRAFT IN THE MEETING MATERIALS.
DOES ANYONE HAVE ANY COMMENTS OR WISH TO MAKE A MOTION? I'M MOVE FOR APPROVAL.
SECOND, LINDA? UH, ALL IN FAVOR? AYE.
ANY OPPOSED? THE, THE MOTIONS UNANIMOUSLY PASSED.
[4. Update on Proposed ERCOT Bylaws Changes]
NEXT STEP IS, UH, AGENDA ITEM FOUR, UPDATE ON PROPOSED ERCOT BYLAWS.UH, LEGAL STAFF'S BEEN WORKING WITH THE CORPORATE MEMBERS AND INTERESTED STAKEHOLDERS OVER THE LAST SEVERAL MONTHS ON PROPOSED CHANGES TO THE BYLAWS.
WE RECEIVED A, AN UPDATE IN APRIL FROM CHAD ON THIS.
AND CHAD, COULD YOU PLEASE PROVIDE A FURTHER UPDATE? YES.
UM, AS PEGGY INDICATED IN THE THE APRIL BOARD, WE PROVIDED AN UPDATE ON WHERE WE WERE WITH THE STAKEHOLDERS AND CORPORATE MEMBERS ON CHANGES TO THE BYLAWS.
WE HAD GONE OUT FOR OFFICIAL COMMENTS.
WE GOT THREE SET OF RED LINES BACK TO CHANGE, REALLY SOME SEGMENT DEFINITIONS.
OF COURSE, THESE SEGMENT DEFINITIONS HAVE BEEN LENGTH THIS FOR PROBABLY 20 PLUS YEARS.
UM, WE ALSO ASKED FOR RESPONSES.
WE DID NOT GET ANY RESPONSES, SO WE MOVE FORWARD TO TRY TO CONSOLIDATE ALL THOSE RED LINES INTO ONE DOCUMENT.
UH, UP HERE ON THE SCREEN IS KIND OF THE THREE BUCKETS OF CATEGORIES THAT DEAL WITH, UH, VARIOUS DEFINITIONS IN THE BYLAWS, UH, REGARDING THE SEGMENTS.
SO FIRST, UH, WAS AN IMPACT TO THE INDUSTRIAL CUSTOMERS, AND THAT WAS SPONSORED BY TIC, THE ERCOT STEEL MILLS AND THE TEXAS BLOCKCHAIN COUNCIL TO UPDATE THAT DEFINITION.
REALLY TO MODERNIZE THAT DEFINITION NOW THAT WE'RE SEEING MORE DATA CENTERS AND CRYPTO FACILITIES.
UH, AND THEN SOME OF THE INDEPENDENT GENERATORS, CALPINE, CONSTELLATION INVIS PROPOSED SOME CHANGES TO THE INDEPENDENT GENERATOR SEGMENT, UH, REALLY TO KIND OF BIFURCATE BETWEEN THERMAL AND INVERTER BASED RESOURCES.
AND THEN THERE WAS A MORE UNIQUE ISSUE DEALING WITH LONE STAR AND NEXTERA UNDER THE, UH, INVESTOR OWNED UTILITIES DEFINITION, KIND OF SEPARATING OUT, UH, IF YOU'RE NOT REALLY AFFILIATED WITH A RETAIL ELECTRIC UTILITY, THAT YOU WOULDN'T BE ASSIGNED TO THE IEU SEGMENT.
SO THERE WAS NO OBJECTIONS FROM THE STAKEHOLDERS TO ANY OF THOSE DEFINITIONS.
SO WE'VE MOVED FORWARD AND PUT THOSE INTO ONE, UH, CONSOLIDATED RED LINE ON THIS NEXT SLIDE.
YOU KNOW, SINCE THE 2022 BYLAWS WERE APPROVED BY THE COMMISSION, WE HAD HOUSE BILL 1500 THAT ADDED ANOTHER COMMISSIONER TO THE BOARD.
UM, AND SO WE WANTED TO OBVIOUSLY ALIGN THE LAW WITH THE BYLAWS.
AND SO WE'VE ADDED SOME ADDITIONAL LANGUAGE INTO THE CONSOLIDATED RED LINE.
THERE'S ALSO SOME HOUSEKEEPING MATTERS THAT WE THINK IS APPROPRIATE TO CLEAN UP.
SO WE DO HAVE A, A NEW RED LINE VERSION OF THE BYLAWS.
BUT ALL THAT BEING SAID, WE STILL RECOMMEND THAT WE DEFER MOVING FORWARD WITH CHANGING THE BYLAWS UNTIL THE LITIGATION ON THE 2022 BYLAWS IS RESOLVED.
AS A REMINDER, THE COMMITTEE, WHEN THE BOARD AND THE PEC MOVED FORWARD TO CHANGE THE BYLAWS IN 2022, UH, TIC, UH, SUED THE BOARD AND THAT CASE IS ABATED AT THE PUBLIC UTILITY COMMISSION, BUT THEY ALSO CHALLENGED THE COMMISSION'S ORDER, WHICH IS NOW IN THE 15TH COURT OF APPEALS.
ALL THE BRIEFING HAS BEEN DONE, OR ARGUMENTS HAS PRE BEEN PRESENTED TO THAT COURT, UH, LATE LAST YEAR.
AND SO WE'RE REALLY WAITING FOR A DECISION OF THE COURT ON WHAT, WHAT THE OUTCOME WILL BE.
OF COURSE, ANY PARTY THAT DOESN'T LIKE THAT OUTCOME HAS THE OPPORTUNITY TO APPEAL IT UP TO THE TEXAS SUPREME COURT.
SO IT'S NOT GONNA MAKE SENSE RIGHT NOW TO MOVE FORWARD WITH CHANGING THE BYLAWS UNTIL WE HAVE FINALITY ON THE LEGAL ISSUE, WHICH REVOLVED AROUND, UH, THE PROCESS CHANGES IN THE 2022 BYLAWS.
BUT WE DO, UH, HAVE, AGAIN, A CONSOLIDATED RED LINE READY.
UM, WE'LL CONTINUE TO WORK ON THAT AND OF COURSE, WAIT FOR THE OUTCOME OF THAT,
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UH, LAWSUIT.HAPPY TO ANSWER ANY QUESTIONS.
UP HERE ON THE RIGHT SIDE IS THE BYLAWS AMENDMENT PROCESS.
WE HAD A SIMILAR SLIDE BACK IN APRIL, BUT THAT JUST SHOWS YOU IT'S KIND OF A MULTI-MONTH PROCESS UNDER THE CURRENT, UM, AMENDMENT PROCESS AND THE 2022 BYLAWS ON WHAT IT MEANS TO MOVE FORWARD WITH THOSE CHANGES.
ANY COMMENTS OR QUESTIONS, LINDA? JUST, JUST MAKING SURE.
SO THE RED LINE IS AVAILABLE FOR PUBLIC TO SEE RED LINE IS AVAILABLE.
OKAY, I'M GOOD WITH THAT THEN.
AND AGAIN, IT MAY CONTINUE TO BE REFINED, UH, AS WE LOOK FOR ADDITIONAL CLEANUPS, BUT, UM, BUT I THINK WE'RE POSITIONED WHENEVER IT'S APPROPRIATE TO MOVE FORWARD WITH, WITH, UH, THE NEXT PHASE OF THAT.
YEAH, THAT'S, I FIND THAT GOOD 'CAUSE IT PROVIDES GUIDANCE AS TO WHERE WE'RE GOING.
[5. Review of Draft Committee Self-Evaluation Surveys]
ITEM FIVE, WHICH IS A REVIEW OF THE DRAFT COMMITTEE SELF-EVALUATION SURVEYS.THESE IS THE, UH, SURVEYS THAT THE COMMITTEES WILL USE TO EVALUATE, UH, THEIR, THEIR PERFORMANCE, UH, EACH OF THE COMMITTEES.
AND SO IN, IN THE MATERIALS IS A DRAFT.
IT'S KIND OF BASED ON WHAT WAS USED LAST YEAR, BUT THE STAFF HAS INCORPORATED COMMENTS ON, ON THE SURVEY THAT THEY RECEIVED LA ON LAST YEAR.
SO, UH, I'D LIKE TO INVITE ANY COMMENTS ON THE DRESS SELF-EVALUATION SURVEYS EITHER NOW OR, UH, NEXT WEEK OR SO.
YEAH, I THINK, I THINK WE'RE GOOD WITH THE SURVEY.
UH, AS TO THE PROCESS FOR THE SELF-EVALUATIONS, ERCOT STAFF WILL ADMINISTER THE SURVEYS LATER THIS YEAR, UH, AND THE COMMITTEES WILL RE REVIEW THE RESULTS OF EACH OF THE COMMITTEE SURVEYS AT THEIR DECEMBER COMMITTEE MEETINGS.
[6. Future Agenda Items]
NEXT ITEM IS AGENDA ITEM SIX, FUTURE AGENDA ITEMS. MARA SPAC IS PRESENTING.MORRIS SPAC, VP OF HR AT ERCOT.
OUR NEXT COMMITTEE MEETING IS SCHEDULED FOR SEPTEMBER 22ND.
AT THAT TIME, THE FOLLOWING ITEMS ARE SCHEDULED FOR DISCUSSION ANNUAL SELF-EVALUATIONS, A REVIEW OF THE CONFLICTS OF INTERESTS THAT ARE REPORTED BY ERCOT STAFF AND DIRECTORS, A REPORT ON ERCOT GOVERNMENT.
CAN YOU HEAR ME? CAN YOU FORWARD THE SLIDE, OH, SORRY.
A REPORT ON ERCO T'S GOVERNMENT RELATIONS EFFORTS, AND WE WILL ALSO BEGIN OUR ANNUAL DISCUSSIONS ON CEO AND EXECUTIVE COMPENSATION AND SUCCESSION PLANNING.
THE LAST ITEM BEFORE WE MOVE INTO EXECUTIVE SESSION IS AGENDA ITEM SEVEN, OTHER BUSINESS.
IS THERE ANY OTHER BUSINESS ANY COMMITTEE MEMBER WISHES TO RAISE? HEARING NONE, UH, THE COMMITTEE
[Convene Executive Session]
WILL RECESS GENERAL SESSION AND CONVENE AN EXECUTIVE SESSION.NO VOTING ITEMS ARE ANTICIPATED FOLLOWING EXECUTIVE SESSION, SO GENERAL SESSIONS WILL NOT RECONVENE.
UH, GENERAL SESSION IS HEREBY ADJOURNED.