2024-11-15T15:44:55-06:00 2023-12-31 630813240 PEARCE BEVILL LEESBURG MOORE PC 110 OFFICE PARK DR BIRMINGHAM AL 35223 990 2023-01-01 130453115 ASSOCIATION OF EDISON ILLUMINATING COMPANIES INC ASSO 2052573839 607 14TH STREET NW 560 WASHINGTON DC 20005 STEVE HAUSER AEIC CEO 2052573839 2024-11-15 1 0 W GLENN BRIDGES P00519867 2053235440 2024-11-15 2023 2024-10-15 13:58:12Z X STEVE HAUSER 607 14TH STREET NW STE 560 WASHINGTON DC 20005 1960586 0 X WWW.AEIC.ORG X 1885 AL THE ASSOCIATION'S PRIMARY VISION IS TO BE THE LEADING AUTHORITY FOR OPERATIONAL EXCELLENCE ACROSS THE ELECTRIC UTILITY INDUSTRY AND ITS MISSION IS TO BUILD ONE-OF-A-KIND INDUSTRY RELATIONSHIPS AND NETWORKS TO SHARE OPERATIONAL BEST PRACTICES. 35 35 3 32 0 0 0 0 1399551 1931400 22474 29186 0 0 1422025 1960586 0 25150 0 0 447113 450117 0 0 0 906956 1414742 1354069 1890009 67956 70577 2286229 1876784 477841 62680 1808388 1814104 X THE ASSOCIATION OF EDISON ILLUMINATING COMPANIES, INC. IS AN ASSOCIATION OF ELECTRIC UTILITIES, GENERATING COMPANIES, TRANSMITTING COMPANIES OR DISTRIBUTING COMPANIES THAT ARE ENGAGED IN THE GENERATION, TRANSMISSION OR DISTRIBUTION OF ELECTRIC SERVICE FOR SALE TO THE GENERAL PUBLIC. THE ASSOCIATION'S PRIMARY MISSION IS TO BUILD ONE-OF-A-KIND INDUSTRY RELATIONSHIPS AND NETWORKS TO SHARE OPERATIONAL BEST PRACTICES. 0 0 THE ASSOCIATION ENCOURAGES RESEARCH AND THE EXCHANGE OF TECHNICAL INFORMATION THROUGH A COMMITTEE STRUCTURE, STAFFED WITH EXPERTS FROM MANAGEMENT OF MEMBER COMPANIES. THE ASSOCIATION'S COMMITTEES EXCHANGE INFORMATION, IDEAS AND SOLUTIONS TO SUCCEED IN THE EVER-CHANGING ELECTRIC INDUSTRY. THE ASSOCIATION ALSO PROVIDES HIGHLY VALUED LITERATURE ON LOAD RESEARCH AND UNDERGROUND CABLE SPECIFICATIONS. THE ASSOCIATION'S EIGHT TECHNICAL COMMITTEES ARE AS FOLLOWS: LOAD RESEARCH & ANALYTICS, METER AND SERVICE, POWER APPARATUS, POWER DELIVERY, POWER GENERATION, CABLE ENGINEERING, CUSTOMER SERVICE, AND DATA ANALYTICS COUNCIL. 0 0 0 1 0 0 1 0 0 1 0 0 0 1 1 1 0 0 0 1 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 2 0 3 1 0 0 0 0 0 0 0 0 X 35 35 0 0 1 0 1 1 0 1 1 0 0 0 0 0 1 1 0 0 X STEVE HAUSER 2052572530 607 14TH STREET NW STE 560 WASHINGTON DC 20005 TERENCE R DONNELLY DIRECTOR 0.00 X 0 0 0 JIM GREER PAST PRESIDENT 0.00 X 0 0 0 WILLIAM FONTENOT PAST PRESIDENT 0.00 X 0 0 0 TOM FALCONE DIRECTOR 0.00 X 0 0 0 KEVIN GERAGHTY DIRECTOR 0.00 X 0 0 0 CEDRIC GREEN DIRECTOR 0.00 X 0 0 0 ROBERT M DEACY SR DIRECTOR 0.00 X 0 0 0 HARRY SIDERIS DIRECTOR 0.00 X 0 0 0 GREGORY N DUDKIN DIRECTOR 0.00 X 0 0 0 BEN FELTON DIRECTOR 0.00 X 0 0 0 ANDREA DENNIS DIRECTOR 0.00 X 0 0 0 WERNER J SCHWEIGER PRESIDENT 0.00 X 0 0 0 DAMON MORGAN DIRECTOR 0.00 X 0 0 0 ARCHIE COLLINS DIRECTOR 0.00 X 0 0 0 HEATHER RIVARD 1ST VICE PRESIDENT 0.00 X 0 0 0 MIKE ARECHABALA DIRECTOR 0.00 X 0 0 0 DAVID WAKEMAN DIRECTOR 0.00 X 0 0 0 AL RUDECK DIRECTOR 0.00 X 0 0 0 STEVEN STRAH DIRECTOR 0.00 X 0 0 0 ROBERT SANCHEZ 2ND VICE PRESIDENT 0.00 X 0 0 0 MICHAEL LAMB DIRECTOR 0.00 X 0 0 0 ANDREW PHILLIPS DIRECTOR 0.00 X 0 0 0 JACOB TETLOW DIRECTOR 0.00 X 0 0 0 MANNY MIRANDA DIRECTOR 0.00 X 0 0 0 JAY STOWE DIRECTOR 0.00 X 0 0 0 JIM PRATT DIRECTOR 0.00 X 0 0 0 ED DE VERONA DIRECTOR 0.00 X 0 0 0 DAVID PEREZ DIRECTOR 0.00 X 0 0 0 JIM HEILBRON DIRECTOR 0.00 X 0 0 0 RAYNETTA MARSHALL DIRECTOR 0.00 X 0 0 0 DAVID BONENBERGER DIRECTOR 0.00 X 0 0 0 MICHAEL FINISSI DIRECTOR 0.00 X 0 0 0 JOI HARRIS DIRECTOR 0.00 X 0 0 0 LEANORD SINGH DIRECTOR 0.00 X 0 0 0 WADE SMITH DIRECTOR 0.00 X 0 0 0 STEVE HAUSER CEO 40.00 X 295750 0 0 295750 0 0 1 0 1 0 MAVEN STRATEGIC CONSULTING LLC 1402 W 6TH ST AUSTIN TX 78703 CONSULTING 185000 DENTONS 1900 K STREET NW WASHINGTON DC 20006 LEGAL SERVICES 144297 STRYKER-MUNLEY GROUP 3941 PARK DR ST EL DORADO HILLS CA 95762 COMMUNICATIONS 135000 3 MEMBERSHIP DUES 900099 1046140 1046140 FEES/ASSESSMENTS 900099 518217 518217 SOFTWARE REVENUE 900099 300000 300000 COMMITTEE INCOME 900099 59447 59447 COMMITTEE REPORTS 900099 7596 7596 1931400 29186 29186 1960586 1960586 0 0 X 25150 295750 127788 26579 145220 44155 383229 24997 6156 38692 25897 655266 52030 12605 BAD DEBT 14302 BANK CHARGES AND CREDIT 10076 AWARDS PROGRAM 2117 1890009 201126 328510 1577031 1190372 242320 136113 10000 16476 337227 131914 255752 205313 2286229 1876784 10609 30576 467232 32016 0 88 477841 62680 X 1808388 1814104 1808388 1814104 2286229 1876784 70577 -64861 0 X X 0 1 X 0 0 0 1 0 0 337227 131914 205313 205313 NET ROU LIABILITY 88 88 X 1960586 0 1960586 0 1960586 1890009 0 1890009 0 1890009 PART III, LINE 1A: IN THE PROCESS OF MOVING TO A NEW HOME OFFICE, IT WAS DISCOVERED THAT THE ORGANIZATION HAD ARTWORK IN ITS POSSESION THAT WAS BEING STORED IN THE OFFICE. ARTWORK WAS APPRAISED AT $519,500 WITH NO COST BASIS. THE ARTWORK INCLUDES 11 PAINTING, PORTRAITS, AND PHOTOS, AND ONE BUST. THERE HAS BEEN NO REVENUE RELATED TO THIS ARTWORK AND IT IS NOT INCLUDED ON THE ORGANIZATION'S BALANCE SHEET. PART X, LINE 2: THE ASSOCIATION IS A NOT-FOR-PROFIT CORPORATION ORGANIZED UNDER THE LAWS OF THE STATE OF ALABAMA AND IS EXEMPT FROM INCOME TAXES UNDER SECTION 501(A) OF THE U.S. INTERNAL REVENUE CODE AS AN ORGANIZATION DESCRIBED IN SECTION 501(C)(6). THUS, NO PROVISION FOR INCOME TAXES HAS BEEN RECORDED IN THE ACCOMPANYING FINANCIAL STATEMENTS. THE ASSOCIATION FILES A FEDERAL FORM 990 AND HAS A DECEMBER 31 TAX YEAR END. THE ASSOCIATION HAS ASSESSED ITS ACTIVITIES AND ANY POTENTIAL FEDERAL INCOME TAX LIABILITY BASED ON THE GUIDANCE FROM THE PROVISIONS OF FASB ASC 740, INCOME TAXES, ASSOCIATED WITH UNCERTAINTY IN INCOME TAX POSITIONS. MANAGEMENT BELIEVES THAT IT HAS APPROPRIATE SUPPORT FOR THE INCOME TAX POSITIONS TAKEN AND TO BE TAKEN ON ITS TAX RETURNS BASED ON AN ASSESSMENT OF MANY FACTORS INCLUDING EXPERIENCE AND INTERPRETATIONS OF TAX LAWS APPLIED TO THE FACTS OF EACH MATTER. THE ASSOCIATION HAS CONCLUDED THAT THERE ARE NO SIGNIFICANT UNCERTAIN TAX POSITIONS REQUIRING DISCLOSURE, AND THERE ARE NO MATERIAL AMOUNTS OF UNRECOGNIZED TAX BENEFITS REQUIRING RECOGNITION IN THE FINANCIAL STATEMENTS. THE TAXING AUTHORITIES HAVE THE ABILITY TO ASSESS TAXES, PENALTIES, AND INTEREST FOR ANY YEARS FOR WHICH NO TAX RETURN WAS FILED. IN THE OPINION OF MANAGEMENT, ANY LIABILITY ARISING FROM FEDERAL TAXATION OF ACTIVITIES DEEMED TO BE UNRELATED TO ITS EXEMPT PURPOSES AND ANY POTENTIAL ADDITIONAL LIABILITY RESULTING FROM THE TAXING AUTHORITIES IMPOSING TAXES, PENALTIES, AND INTEREST ON THE TAXES DUE IS NOT EXPECTED TO HAVE A MATERIAL EFFECT ON THE ASSOCIATION'S FINANCIAL POSITION OR RESULTS OF OPERATIONS. CURRENTLY, THE 2022, 2021, AND 2020 FEDERAL TAX RETURNS ARE OPEN FOR EXAMINATION BY THE IRS. NORTH AMERICA - CANADA AND MEXICO, BUT NOT THE UNITED STATES 0 0 SEE SCH O RECEIPT OF MEMBERSHIP DUES CENTRAL AMERICA AND THE CARIBBEAN 0 0 SEE SCH O RECEIPT OF MEMBERSHIP DUES 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 NEIGHBORHOOD FUNDERS GROUP 1790 FIFTH STREET BERKELEY CA 94710 631368627 501(C)(3) 5150 0 COMMITTEE TO BENEFIT CHILDREN HAWAIIAN ELECTRIC INDUSTRIES CHARITABLE FOUNDATION PO BOX 730 HONOLULU HI 96808 990230697 501(C)(3) EXEMPT PF 20000 0 MAUI DONATION FUND X X 1 1 X 0 0 0 STEVE HAUSER CEO 295750 0 0 0 0 0 0 0 0 0 295750 0 0 0 PART I, LINE 1A THE ASSOCIATION'S POLICY IS TO ONLY COVER THE TRAVEL COSTS TO THE ASSOCIATION'S ANNUAL MEETING FOR THE CEO AND HIS SPOUSE. THE CEO'S SPOUSE IS EXPECTED TO ACCOMPANY THEM TO THE ANNUAL MEETING AND IS ALSO EXPECTED TO ASSIST THE CEO IN COORDINATING CERTAIN EVENTS AT THIS FUNCTION. THE BOARD OF DIRECTORS APPROVES ALL EXPENSES OF THE ORGANIZATION, INCLUDING THESE TRAVEL EXPENSES. THE BOARD WILL NOT APPROVE THE COST OF FIRST-CLASS TRAVEL UNLESS IT IS DEEMED MEDICALLY NECESSARY. PART I, LINE 3 THE BOARD OF DIRECTORS DETERMINES THE COMPENSATION OF ALL OFFICERS OF THE ASSOCIATION, UNLESS THE OFFICER IS AN OFFICER OR EMPLOYEE OF A MEMBER ORGANIZATION, IN WHICH CASE THE BYLAWS DO NOT ALLOW THE OFFICER TO BE COMPENSATED BY THE ASSOCIATION. FORM 990, PART VI, SECTION A, LINE 4 ASSOCIATION OF EDISON ILLUMINATING COMPANIES, INC. BOARD OF DIRECTOS UPDATED THEIR BYLAWS IN A BOARD MEETING ON OCTOBER 24, 2023. ASSOCIATION OF EDISON ILLUMINATING COMPANIES, INC. LAST REVISED AND APPROVED THEIR BYLAWS IN 2019. REPORTABLE CHANGES NOT PREVIOUSLY LISTED ON A FORM 990 ARE AS FOLLOWS. ARTICLE I MEMBERS SEC. 1.01: AMENDED LANGUAGE GOVERNING THE METHOD BY WHICH MEMBERS MAY BE ADMITTED INTO THE ORGANIZATION FROM " BE ELECTED TO ACTIVE MEMBERSHIP" TO "BE INVITED TO MEMBERSHIP." (REPORTABLE CHANGE - QUALIFICATION OF MEMBERS). SEC. 1.01: AMENDED WHO MAY ADMIT NEW MEMBERS FROM "THE BOARD OF DIRECTORS" TO "THE CEO OR A MEMBER OF THE BOARD OF DIRECTORS." (REPORTABLE CHANGE - QUALIFICATION OF MEMBERS, AUTHORITY OF GOVERNING BODY, AND AUTHORITY OF OFFICERS). SEC. 1.02: AMENDED LANGUAGE GOVERNING THE METHOD BY WHICH MEMBERS MAY BE ADMITTED INTO THE ORGANIZATION FROM " BE ELECTED TO INTERNATIONAL MEMBERSHIP" TO "BE INVITED TO INTERNATIONAL MEMBERSHIP." (REPORTABLE CHANGE - QUALIFICATION OF MEMBERS). SEC. 1.03: AMENDED LANGUAGE GOVERNING THE METHOD BY WHICH MEMBERS MAY BE ADMITTED INTO THE ORGANIZATION FROM " BE ELECTED TO MEMBERSHIP" TO "BE INVITED TO MEMBERSHIP." (REPORTABLE CHANGE - QUALIFICATION OF MEMBERS). SEC. 1.03: AMENDED LANGUAGE GOVERNING THE AMOUNT OF BASE DUES FOR MEMBER COMPANIES FROM "5,000" TO "$10,000". (REPORTABLE CHANGE - QUALIFICATION OF MEMBERS). SEC. 1.03: ADDED LANGUAGE GOVERNING WHO CAN AND CANNOT BE ELECTED TO THE BOARD OF DIRECTORS, "ASSOCIATE MEMBERS ARE NOT PERMITTED TO BE ELECTED TO THE BOARD OF DIRECTORS." (REPORTABLE CHANGE -QUALIFICATION OF MEMBERS). SEC 1.05: AMENDED LANGUAGE GOVERNING THE SUSPENSION OR EXPULSION OF MEMBERS FROM THE CORPORATION. ORIGINALLY WHEN THE BOARD OF DIRECTORS WOULD VOTE FOR THE SUSPENSION OR EXPULSION OF A MEMBER A VOTE WITH A MAJORITY WOULD BE GROUNDS FOR EXPULSION, IN THE NEW BYLAWS THE VOTE MUST BE UNANIMOUS FOR THE EXPULSION OR SUSPENSION OF A MEMBER. (REPORTABLE CHANGE - VOTING APPROVAL REQUIREMENTS OF THE GOVERNING BODY MEMBERS). SEC. 1.05: ADDED LANGUAGE GOVERNING WHEN A NOTICE OF VOTE FOR SUSPENSION OR EXPULSION FROM THE CORPORATION. THE NEW LANGUAGE STATES THAT THE NOTICE MUST BE MAILED OR DELIVERED "AT LEAST THIRTY (30) DAYS AND NO MORE THAN SIXTY (60) DAYS" BEFORE THE DATE OF THE MEETING TO VOTE FOR SUSPENSION OR EXPULSION. ORIGINALLY THE NOTICE HAD TO BE MAILED OR DELIVERED "AT LEAST THIRTY (30) DAYS" BEFORE THE DATE OF THE MEETING. (REPORTABLE CHANGE - ROLE OF STOCKHOLDERS OR MEMBERSHIP IN GOVERNANCE). ARTICLE II ANNUAL DUES SEC. 2.04: ADDED LANGUAGE GOVERNING THE CALCULATION FOR THE PURPOSE OF DETERMINING THE PROPORTIONAL DUES, "AN ALTERNATE ANNUAL PROPORTIONAL DUES CALCULATION OR AMOUNT MAY BE APPROVED BY MAJORITY OF THE BOARD OF DIRECTORS PRESENT AT A DULY ORGANIZED MEETING." (REPORTABLE CHANGE - AUTHORITY OR DUTIES OF THE GOVERNING BODY'S VOTING MEMBERS.) SEC. 2.05: AMENDED THE LANGUAGE GOVERNING WHAT AMOUNT AND WHEN THE AMOUNT NEEDS TO BE PAID FOR PRORATED MEMBERSHIP. ORIGINALLY THE PRORATION OF DUES WOULD "BE BASED ON THE NUMBER OF MONTHS DURING THE INITIAL YEAR THAT THE COMPANY IS A MEMBER." THE NEW LANGUAGE STATES THAT IF NEW MEMBERS JOIN AFTER THE BEGINNING OF THE FISCAL YEAR OR BEFORE JUNE 30TH THE FULL AMOUNT OF ANNUAL DUES WILL NEED TO BE PAID. IF A MEMBER JOINS AFTER JULY 1ST, HALF (1/2) OF THE ANNUAL DUES SHALL BE PAID. (REPORTABLE CHANGE - QUALIFICATION OF MEMBERS). ARTICLE III MEETINGS OF MEMBERSHIP SEC. 3.01: ADDED LANGUAGE GOVERNING WHEN A NOTICE FOR WHEN THE ANNUAL MEETING OF THE CORPORATION WOULD BE AND WHERE IT WOULD BE. THE NEW LANGUAGE STATES THAT THE NOTICE SHALL BE SENT "AT LEAST THIRTY (30) DAYS AND NO MORE THAN SIXTY (60) DAYS" BEFORE THE DATE OF THE MEETING. ORIGINALLY THE NOTICE HAD TO BE MAILED OR DELIVERED "AT LEAST THIRTY (30) DAYS" BEFORE THE DATE OF THE MEETING. (REPORTABLE CHANGE - ROLE OF STOCKHOLDERS OR MEMBERSHIP IN GOVERNANCE). SEC. 3.02: REMOVED LANGUAGE GOVERNING WHAT SHOULD BE ENTERED IN THE MINUTES OF THE MEETING REGARDING THE ANNUAL REPORT. THE LANGUAGE THAT WAS REMOVED WAS, "EITHER A COPY OR AN ABSTRACT THEREOF ENTERED IN THE MINUTES OF THE PROCEEDING OF THE ANNUAL MEETING OF MEMBERS." (REPORTABLE CHANGE - ROLE OF STOCKHOLDERS OR MEMBERSHIP IN GOVERNANCE). SEC. 3.03: ADDED LANGUAGE GOVERNING WHEN A NOTICE FOR A SPECIAL MEETING SHOULD BE SENT. ORIGINALLY THE NOTICE FOR SPECIAL MEETINGS HAD TO BE SENT "AT LEAST TWENTY (20) DAYS" BEFORE THE MEETING. THE NEW LANGUAGE STATES THAT THE NOTICE ALSO MUST BE SENT "AT LEAST TWENTY (20) DAYS AND NO MORE THAN SIXTY (60) DAYS" BEFORE THE MEETING. (REPORTABLE CHANGE - ROLE OF STOCKHOLDERS OR MEMBERSHIP IN GOVERNANCE). SEC. 3.04: ADDED LANGUAGE GOVERNING THE VOTING DURING THE MEETINGS OF MEMBERS. ORIGINALLY AN ACTIVE MEMBER OF THE CORPORATION MAY BE REPRESENTED AT ANY MEETING BY ONE OF THE OFFICERS OR DIRECTORS IN PERSON OR BY PROXY. THE NEW LANGUAGE STATES THAT THE MEMBERS CAN BE REPRESENTED BY "WRITTEN PROXY". (REPORTABLE CHANGE - VOTING RIGHTS OR VOTING APPROVAL REQUIREMENTS OF THE GOVERNING BODY MEMBERS OR THE ORGANIZATION'S STOCKHOLDERS OR MEMBERSHIP). ARTICLE IV BOARD OF DIRECTORS SEC. 4.02: AMENDED THE LANGUAGE GOVERNING HOW MANY DIFFERENT COMPANIES THE BOARD OF DIRECTORS CAN BE FROM. THE LANGUAGE WAS CHANGED FROM, "AT LEAST FIFTEEN (15) SEPARATE MEMBER COMPANIES." TO "SEPARATE MEMBER COMPANIES." (REPORTABLE CHANGE - COMPOSITION OF THE GOVERNING BODY'S VOTING MEMBERS). SEC. 4.02: REMOVED A TYPE OF MEMBER COMPANY THAT SOMEONE ON THE BOARD OF DIRECTORS CAN BE FROM. THE TYPE OF MEMBER COMPANY REMOVED WAS "ASSOCIATE". (REPORTABLE CHANGE - COMPOSITION, QUALIFICATIONS OF THE GOVERNING BODY'S VOTING MEMBERS). SEC. 4.03: THIS SECTION WAS AN ADDITION FROM THE PRIOR BYLAWS AND IS AS FOLLOWS: "ELECTION OF OFFICERS AND BOARD OF DIRECTORS. THE NOMINATING COMMITTEE DESCRIBED IN SECTION 4.02 SHALL PRESENT IN WRITING AT THE ANNUAL BUSINESS BOARD MEETING A REPORT NOMINATING OFFICERS AND MEMBERS OF THE BOARD OF DIRECTORS FOR THE ENSUING YEAR. VOTING UPON SUCH NOMINEES SHALL BE BY THE BALLOTS OF THE ACTIVE BOARD MEMBERS PRESENT OR REPRESENTED BY PROXIES, EXCEPT THAT BY UNANIMOUS CONSENT THE SECRETARY MAY CAST A SINGLE BALLOT FOR THE NOMINEES. THE NEWLY ELECTED OFFICERS AND BOARD OF DIRECTORS SHALL THEREUPON ASSUME THEIR RESPECTIVE DUTIES." (REPORTABLE CHANGE - VOTING RIGHTS OR VOTING APPROVAL REQUIREMENTS OF THE GOVERNING BODY MEMBERS OR THE ORGANIZATION'S STOCKHOLDERS OR MEMBERSHIP). SEC. 4.05: REMOVED LANGUAGE GOVERNING THE TERMS OF DIRECTORS IN THE CORPORATION. THE SENTENCE THAT WAS REMOVED WAS, "DIRECTORS SHALL AGAIN BECOME ELIGIBLE FOR BOARD MEMBERSHIP ONE (1) YEAR FOLLOWING EXPIRATION OF THEIR LAST TERM OF OFFICE." (REPORTABLE CHANGE - QUALIFICATIONS, AUTHORITY OF THE ORGANIZATIONS VOTING MEMBERS). SEC. 4.07: ADDED LANGUAGE GOVERNING WHEN NOTICE OF MEETINGS ARE REASONABLE. ADDED LANGUAGE IS, "UNLESS VERBAL NOTICE IS REASONABLE UNDER THE CIRCUMSTANCES". REASON FOR CHANGE IS TO SAY NOT EVERY MEETING HAS TO HAVE WRITTEN NOTICE IF A VERBAL NOTICE IS REASONABLE UNDER CERTAIN CIRCUMSTANCES. (REPORTABLE CHANGE - AUTHORITY AND DUTIES OF THE GOVERNING BODY'S MEMBERS). SEC. 4.07: AMENDED THE LANGUAGE GOVERNING WHEN NOTICE OF TIME AND PLACE OF MEETINGS MUST BE GIVEN. IF THE NOTICE IS BEING MAILED TO THE MEMBER IT MUST BE GIVEN TWO DAYS BEFORE THE MEETING, AND IF IT IS GIVEN BY ELECTRONIC MAIL OR TELEGRAPH THE NOTICE MUST BE GIVEN 12 HOURS BEFORE THE MEETING AS LONG AS THE ELECTRONIC MAIL COMPLIES WITH APPLICABLE LAW. (REPORTABLE CHANGE - AUTHORITY AND DUTIES OF THE GOVERNING BODY'S MEMBERS). SEC. 4.09: AMENDED THE LANGUAGE GOVERNING WHAT ACTION CAN TAKE PLACE WITHOUT A MEETING AND HOW MANY MEMBERS MUST SIGN THE ACTION. THE CHANGE WAS FROM , "SIGNED BY ALL OF THE MEMBERS", TO "SIGNED BY THE MAJORITY OF THE MEMBERS". (REPORTABLE CHANGE - VOTING RIGHTS OR APPROVAL REQUIREMENTS OF THE GOVERNING BODY MEMBERS OR THE ORGANIZATION'S STOCKHOLDERS OR MEMBERSHIP). ARTICLE V OFFICERS SEC. 5.01: REMOVED A SENTENCE GOVERNING THE OFFICERS IN THE CORPORATION. THE REMOVED SENTENCE STATED, "THE BOARD OF DIRECTORS MAY, AT ITS DISCRETION, APPOINT AN ASSISTANT SECRETARY, AN ASSISTANT TREASURER, OR BOTH, WITH SUCH DUTIES AS IT SHALL DEFINE." (REPORTABLE CHANGE - AUTHORITY OR DUTIES OF THE GOVERNING BODY'S VOTING MEMBERS). SEC. 5.02: AMENDED THE LANGUAGE GOVERNING WHO THE PRESIDENT OF THE CORPORATION IS. THE CHANGE WAS FROM, "THE PRESIDENT SHALL BE THE CHIEF EXECUTIVE OFFICER OF THE CORPORATION", TO "THE PRESIDENT SHALL BE THE SENIOR OFFICER OF THE CORPORATION". (REPORTABLE CHANGE - COMPOSITION, QUALIFICATIONS, AUTHORITY, OR DUTIES OF THE ORGANIZATION'S OFFICERS OR KEY EMPLOYEES). FORM 990, PART VI, SECTION A, LINE 4 SEC. 5.05: ADDED LANGUAGE GOVERNING THE OFFICERS AND RESPONSIBILITIES OF OFFICERS. THE NEW SENTENCE STATES, "UNLESS OTHERWISE ELECTED BY THE BOARD OF DIRECTORS, THE FIRST VICE PRESIDENT SHALL ALSO SERVE AS THE TREASURER. ORIGINALLY THE TREASURER WAS A SEPARATE POSITION, NOW THE FIRST VICE PRESIDENT IS ALSO THE TREASURER. (REPORTABLE CHANGE - COMPOSITION, QUALIFICATIONS, AUTHORITY, OR DUTIES OF THE ORGANIZATION'S OFFICERS OR KEY EMPLOYEES). SEC. 5.06: ADDED LANGUAGE GOVERNING THE OFFICERS AND RESPONSIBILITIES OF OFFICERS. THE NEW SENTENCE STATES, "UNLESS OTHERWISE ELECTED BY THE BOARD OF DIRECTORS, THE CHIEF EXECUTIVE OFFICER SHALL ALSO SERVE AS THE SECRETARY. ORIGINALLY THE SECRETARY WAS A SEPARATE POSITION, NOW THE CEO IS ALSO THE SECRETARY. (REPORTABLE CHANGE - COMPOSITION, QUALIFICATIONS, AUTHORITY, OR DUTIES OF THE ORGANIZATION'S OFFICERS OR KEY EMPLOYEES). SEC. 5.07: ADDED LANGUAGE GOVERNING THE OFFICERS AND RESPONSIBILITIES OF OFFICERS. THIS IS A BRAND-NEW SECTION AND STATES THAT ANY OFFICER, UPON WRITTEN NOTICE TO THE BOARD, MAY DELEGATE THEIR POWERS OR AUTHORITY TO TAKE ANY ACTION ON BEHALF OF THE CORPORATION. THIS SECTION ALSO STATES THE LIMITS OF DELEGATION BY OFFICERS. (REPORTABLE CHANGE - COMPOSITION, QUALIFICATIONS, AUTHORITY, OR DUTIES OF THE GOVERNING BODY'S VOTING MEMBERS). SEC. 5.08: ADDED LANGUAGE GOVERNING THE OFFICERS AND RESPONSIBILITIES OF OFFICERS. THIS SECTION STATES THAT THE BOARD MAY DETERMINE WHETHER TO EMPLOY OR CONTRACT A CHIEF EXECUTIVE OFFICER. IF THERE IS TO BE COMPENSATION FOR THE CEO IT WILL BE DECIDED BY THE EXECUTIVE COMMITTEE. THE CEO "SHALL, IN GENERAL, HAVE THE RESPONSIBILITY FOR THE EXECUTIVE MANAGEMENT OF THE AFFAIRS OF THE CORPORATION, SUBJECT TO THE POLICIES, DIRECTIVES, AND CONTROL OF THE OFFICERS." THIS SECTION ALSO STATES, "THE CHIEF EXECUTIVE OFFICER MAY MODIFY THE BUDGET LINE ITEMS (EXCEPT FOR THE CHIEF EXECUTIVE OFFICER'S COMPENSATION), IN THE APPROVED BUDGET FROM TIME TO TIME DURING THE FISCAL YEAR WITHOUT FURTHER ACTION OF THE BOARD OF DIRECTORS, SO LONG AS THE TOTAL AUTHORIZED EXPENSES AS MODIFIED DO NOT EXCEED THE TOTAL BUDGET APPROVED BY THE BOARD OF DIRECTORS. (REPORTABLE CHANGE - COMPOSITION, QUALIFICATIONS, AUTHORITY, OR DUTIES OF THE ORGANIZATION'S OFFICERS OR KEY EMPLOYEES). ARTICLE VI VACANCIES, RESIGNATION, REMOVAL, COMPENSATION SEC. 6.01: AMENDED THE LANGUAGE GOVERNING THE OFFICERS AND THE BOARD OF DIRECTORS. ORIGINALLY THE SENTENCE STATED, "VACANCIES AMONG THE OFFICERS OR IN THE BOARD OF DIRECTORS MAY BE FILLED BY A VOTE OF THE REMAINING MEMBERS OF THE BOARD OF DIRECTORS (ALTHOUGH LESS THAN A QUORUM)", NOW THE SENTENCE STATES, "VACANCIES AMONG THE OFFICERS OR IN THE BOARD OF DIRECTORS MAY BE FILLED BY A VOTE OF THE REMAINING MEMBERS OF THE EXECUTIVE COMMITTEE". CHANGE IN WHO VOTES FOR THE MEMBERS THAT WILL FILL THE VACANCIES. (REPORTABLE CHANGE - COMPOSITION, QUALIFICATIONS, AUTHORITY, DUTIES VOTING RIGHTS AND APPROVALS OF THE GOVERNING BODY'S VOTING MEMBERS). SEC. 6.03: REMOVED A SECTION REGARDING THE REMOVAL OF OFFICERS OR MEMBERS OF THE BOARD OF DIRECTORS. STATED, "ANY OFFICER OR BOARD OF DIRECTORS MEMBER MAY BE REMOVED AT ANY TIME WITH OR WITHOUT CAUSE BY A VOTE OF A MAJORITY OF THE MEMBERS OF THE CORPORATION."(REPORTABLE CHANGE - COMPOSITION, QUALIFICATIONS, AUTHORITY, OR DUTIES OF THE GOVERNING BODY'S VOTING MEMBERS). ARTICLE VII COMMITTEES OF THE ORGANIZATION AND TECHNICAL PAPERS SEC. 7.01: ADDED LANGUAGE REGARDING COMMITTEES WITHIN THE ORGANIZATION. THIS SECTION STATES THAT THE "BOARD OF DIRECTORS SHALL BE RESPONSIBLE FOR CHARTERING TECHNICAL COMMITTEES AS REQUIRED TO CONDUCT THE PRIMARY MISSION OF AEIC THROUGH ENGAGING MEMBERS ON MATTERS THAT ARE RELEVANT TO THE ORGANIZATION'S MISSION." THESE COMMITTEES MUST MAINTAIN A CURRENT CHARTER. THESE COMMITTEES WILL ALSO HAVE TO GIVE AN ANNUAL REPORT EACH YEAR AT THE AEIC ANNUAL MEETING SUMMARIZING WHAT HAPPENED DURING THE YEAR AND WHAT PLANS THEY HAVE FOR NEXT YEAR. (REPORTABLE CHANGE - COMPOSITION, QUALIFICATIONS, AUTHORITY, OR DUTIES OF THE GOVERNING BODY'S VOTING MEMBERS). SEC. 7.02: ADDED LANGUAGE REGARDING SUBCOMMITTEES WITHIN THE ORGANIZATION. COMMITTEES MAY CHARTER SUBCOMMITTEES "WITHOUT BOARD APPROVAL AS LONG AS IT IS WITHIN THE SCOPE OF THE COMMITTEE'S CHARTER." (REPORTABLE CHANGE - COMPOSITION, QUALIFICATIONS, AUTHORITY, OR DUTIES OF THE GOVERNING BODY'S VOTING MEMBERS). SEC. 7.03: ADDED LANGUAGE REGARDING WORKING GROUPS OR SPECIAL PROJECT TEAMS. THIS SECTION STATES, "AN ACTIVE COMMITTEE MAY ALSO CHARTER A WORKING GROUP OR SPECIAL PROJECT AS NEEDED TO ADDRESS AN ISSUE THAT ARISES DURING THE NORMAL COURSE OF COMMITTEE BUSINESS." THE GROUPS OR PROJECTS MUST HAVE A SPECIFIC PURPOSE. ONCE THE PROJECT IS COMPLETED, THE GROUP/TEAM WOULD BE DISSOLVED. (REPORTABLE CHANGE - COMPOSITION, QUALIFICATIONS, AUTHORITY, OR DUTIES OF THE GOVERNING BODY'S VOTING MEMBERS). SEC. 7.04: ADDED LANGUAGE REGARDING A BIANNUAL REVIEW. THIS SECTION STATES, "THE BOARD OF DIRECTORS IS RESPONSIBLE FOR CONDUCTING A REVIEW OF THE COMMITTEE CHARTERS AND PROGRESS EVERY TWO YEARS." (REPORTABLE CHANGE - ROLE OF STOCKHOLDERS OR MEMBERSHIP IN GOVERNANCE). ARTICLE XI MISCELLANEOUS SEC. 11.03: ADDED LANGUAGE REGARDING THE MISSION AND VISION STATEMENTS OF THE ORGANIZATION. (REPORTABLE CHANGE - ORGANIZATION'S EXEMPT PURPOSES OR MISSION). ARTICLE XII AMENDMENT OF BYLAWS SEC. 12.01: REMOVED LANGUAGE REGARDING AMENDMENTS OF THE ORGANIZATION'S BYLAWS. THE SECTION THAT WAS REMOVED DEALT WITH AMENDMENT OF BYLAWS BY MEMBERS. IT WAS COMPLETELY REMOVED AND HERE IS WHAT IT STATED, "THESE BYLAWS MAY BE AMENDED OR REPEALED AND NEW BYLAWS MAY BE ADOPTED AT ANY DULY ORGANIZED MEETING OF THE MEMBERSHIP BY A VOTE OF A MAJORITY OF THE REPRESENTATIVES OF ACTIVE MEMBERS PRESENT IN PERSON OR BY PROXY." THE CURRENT BYLAWS CAN NOW ONLY BE AMENDED BY THE BOARD OF DIRECTORS, NOT JUST ACTIVE MEMBERS. (REPORTABLE CHANGE - PROVISIONS TO AMEND THE ORGANIZING OR ENABLING DOCUMENT OR BYLAWS). FORM 990, PART VI, SECTION A, LINE 6 THE ORGANIZATION HAS ACTIVE MEMBERS THAT CONSIST OF U.S. BASED AND INTERNATIONAL ELECTRIC UTILITIES, GENERATING COMPANIES, TRANSMITTING COMPANIES, DISTRIBUTING COMPANIES, AND NON-OPERATING HOLDING COMPANIES OWNING 90% OR MORE OF THE VOTING STOCK OF ANY OF THE PRECEDING TYPES OF COMPANY. ASSOCIATE MEMBERSHIP IS ALSO OPEN TO ENTITIES RESPONSIBLE FOR PROVIDING TECHNICAL RESEARCH RELATED TO THE GENERATION AND DELIVERY OF ELECTRICITY AND/OR FOR PROMOTING, COORDINATING AND ENSURING THE RELIABILITY, INTEGRITY AND EFFICIENT USE AND OPERATION OF THE BULK POWER SUPPLY SYSTEMS, BUT WHO DO NOT MEET THE REQUIREMENTS OF REGULAR MEMBERSHIP. FORM 990, PART VI, SECTION A, LINE 7A THE ASSOCIATION'S OFFICERS AND BOARD OF DIRECTORS ARE ELECTED AT THE ASSOCIATION'S ANNUAL MEETING. EACH ACTIVE MEMBER OF THE ASSOCIATION SHALL BE ENTITLED TO ONE VOTE AND MAY BE REPRESENTED AT ANY MEETING BY ONE OF ITS OFFICERS OR DIRECTORS DULY AUTHORIZED THERETO, IN PERSON OR BY PROXY. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 IS REVIEWED BY THE ASSOCIATION'S CEO PRIOR TO FILING AND MADE AVAILABLE TO THE GOVERNING BODY UPON REQUEST. FORM 990, PART VI, SECTION B, LINE 15A THE BOARD OF DIRECTORS DETERMINES AND APPROVES THE CEO'S SALARY AT EACH ANNUAL MEETING. FORM 990, PART VI, SECTION C, LINE 19 ALL INFORMATION/DOCUMENTS OF THE ASSOCIATION OF EDISON ILLUMINATING COMPANY ARE AVAILABLE TO THE PUBLIC UPON REQUEST. FORM 990, PART IX, LINE 11G PAYROLL SERVICE 1,296. CONSULTANT COMPENSATION 381,933. FORM 990, SCHEDULE F MEMBERSHIP DUES WERE COLLECTED FROM THE FOLLOWING FOREIGN MEMBERS: CARIBBEAN UTLITIES CO LTD, HYDRO ONE, HYDRO-QUEBEC, ENMAX POWER, ENMAX ENERGY, AND LUMA ENERGY SERVCO, LLC.