Common use of ISO BOARD OF DIRECTORS AND VOTING Clause in Contracts

ISO BOARD OF DIRECTORS AND VOTING. 5.01 Composition Of The ISO Board And Voting. The ISO Board shall be comprised of ten (10) members (or “Directors”), none of whom shall be affiliated with any Market Participant. Attendance or participation by proxy by six (6) Directors shall constitute a quorum. Each Director shall have one vote. An affirmative vote by six (6) Directors shall be required to pass a measure. Voting may be done in person or by proxy. A Director must be a natural person. A Director shall be deemed “affiliated” with a Market Participant or its Affiliate if: (a) Such person or his or her spouse or minor children owns, controls, or holds with power to vote Prohibited Securities (as defined in the ISO’s Code of Conduct) except to the extent that: (i) a newly elected Director divests or transfers to a blind trust such Prohibited Securities in accordance with the terms of the ISO’s Code of Conduct, (ii) ownership, control or the power to vote such Prohibited Securities results from an entity becoming a Market Participant, and such person divests or transfers to a blind trust such Prohibited Securities in accordance with the terms of the ISO’s Code of Conduct, and (iii) ownership, control or the power to vote such Prohibited Securities results from a gift, inheritance, distribution of marital property or other involuntary acquisition, and such person divests or transfers to a blind trust such Prohibited Securities in accordance with the terms of the ISO’s Code of Conduct; (b) Such person or his or her spouse or minor children purchases Prohibited Securities while such person is a Director; (c) Such person is an officer, director, partner or employee of a Market Participant or any of its Affiliates; (d) Such person (i) is a former executive officer of a Market Participant which Market Participant, together with its Affiliates, has three percent or more of the voting shares on the Management Committee or of any Affiliate of such Market Participant and (ii) is receiving continuing benefits under an existing employee benefit plan, arrangement or policy of such Market Participant or any of its Affiliates, except to the extent permitted under the ISO Code of Conduct; or (e) Such person has a material ongoing business or professional relationship with a Market Participant or any of its Affiliates; provided, however, that such person shall not be deemed to have a material ongoing business relationship with a Market Participant or any of its Affiliates solely as a result of being served, as a customer, with electricity or gas by such Market Participant or its Affiliates. The terms “securities” and “blind trust” used above are defined in the ISO’s Code of Conduct.

ISO BOARD OF DIRECTORS AND VOTING. 5.01 Composition Of The ISO Board And Voting. The ISO Board shall be comprised of ten (10) members (or “Directors”), none of whom shall be affiliated with any Market Participant. Attendance or participation by proxy by six (6) Directors shall constitute a quorum. Each Director shall have one vote. An affirmative vote by six (6) Directors shall be required to pass a measure. Voting may be done in person or by proxy. A Director must be a natural person. A Director shall be deemed “affiliated” with a Market Participant or its Affiliate if:. (a) Such person or his or her spouse or minor children owns, controls, or holds with power to vote Prohibited Securities (as defined in the ISO’s Code of Conduct) except to the extent that: (i) a newly elected Director divests or transfers to a blind trust such Prohibited Securities in accordance with the terms of the ISO’s Code of Conduct, (ii) ownership, control or the power to vote such Prohibited Securities results from an entity becoming a Market Participant, and such person divests or transfers to a blind trust such Prohibited Securities in accordance with the terms of the ISO’s Code of Conduct, and (iii) ownership, control or the power to vote such Prohibited Securities results from a gift, inheritance, distribution of marital property or other involuntary acquisition, and such person divests or transfers to a blind trust such Prohibited Securities in accordance with the terms of the ISO’s Code of Conduct; (b) Such person or his or her spouse or minor children purchases Prohibited Securities while such person is a Director; (c) Such person is an officer, director, partner or employee of a Market Participant or any of its Affiliates; (d) Such person (i) is a former executive officer of a Market Participant which Market Participant, together with its Affiliates, has three percent or more of the voting shares on the Management Committee or of any Affiliate of such Market Participant and (ii) is receiving continuing benefits under an existing employee benefit plan, arrangement or policy of such Market Participant or any of its Affiliates, except to the extent permitted under the ISO Code of Conduct; or (e) Such person has a material ongoing business or professional relationship with a Market Participant or any of its Affiliates; provided, however, that such person shall not be deemed to have a material ongoing business relationship with a Market Participant or any of its Affiliates solely as a result of being served, as a customer, with electricity or gas by such Market Participant or its Affiliates. The terms “securities” and “blind trust” used above are defined in the ISO’s Code of Conduct.