The Environmental Energy Alliance of New York (EEANY) is an ad hoc, voluntary group of electric generating companies, transmission/distribution companies and other providers of energy services in the State of New York. The founding members of the Alliance are Consolidated Edison Company of New York, Central Hudson Gas & Electric Corporation, New York Power Authority, Long Island Power Authority, New York State Electric & Gas Corporation, Niagara Mohawk Power Corporation, Orange and Rockland Utilities, Inc. and Rochester Gas and Electric Corporation. Niagara Mohawk provides administrative services to the Alliance in accordance with the provisions of a Service Agreement.

Administrative Committee: The Administrative Committee consists of one representative from each member of EEANY; each member has one vote regardless of its size or the amount of dues that it pays. The Administrative Committee makes all decisions for the EEANY of an administrative nature for the organization (e.g., revisions to Charter, By-laws, membership, etc.). The Administrative Committee meets at its discretion in plenary sessions with the Technical Committees or on an as-needed basis. At least 50 percent of the members must be present in order to conduct business.

The Administrative Committee is chaired by one of its members on a rotating, annual basis. The Chairperson presides at meetings of the Administrative Committee. The initial Chairperson of the Administrative Committee shall be elected by a two-thirds majority (rounded up) vote of its members. A Vice-Chairman of the Administrative Committee, who will perform the duties of the Chairperson in the Chairperson's absence, shall also be initially elected by two-thirds vote of the members.

Subsequently, on an annual basis, the current Vice-Chairman shall automatically become Chairperson of the Administrative Committee on January 1 of the next calendar year. At the last scheduled meeting of the Administrative Committee each year, a Vice- Chairperson shall be elected (again by two-thirds vote), effective January 1 of the following year.

Technical Committee: Two Technical Committees will be formed. One technical committee will focus on generation-related environmental matters, and the other will focus on T&D-related environmental matters. Each EEANY member may designate one or more representatives to serve on each technical committee, but each member of the EEANY shall be entitled to only one vote in each Committee.

Each technical committee shall have a Chairperson and Vice Chairperson elected on a rotating, annual basis in the same manner as the Administrative Committee Chairperson and Vice Chairperson.

Each technical committee will normally meet once every two months. However, the Chairperson of each technical committee will schedule meetings to reflect the current level of activity and the desire of its members.

All meetings of all the EEANY's committees are open to any representatives of the members; however, each member will be entitled to only one vote in a Committee in which it is a paying member.

By August 1^st of each calendar year (beginning with the year 1999), a tentative budget for the following year will be presented to each technical committee by EEANY staff for its consideration and for each individual member’s own budgeting purposes. The Technical Committee members will provide feedback to staff on the appropriateness of the tentative budget and staff will make revisions to the tentative budget, as necessary to reflect the feedback received from the Technical Committee.

By November 1^st of each calendar year, a proposed final budget for the following year will be presented to each technical committee for review and approval. The final budget for the upcoming year must be approved by unanimous vote of each technical committee.

Upon finalization of each year's budget (beginning with the year 2000), membership dues for that year will be determined as follows. There will be three membership categories insofar as dues determination is concerned: (1) members interested in generation issues only, (2) members interested in T&D-related environmental issues (including PCBs, Manufactured Gas Plants, etc.) only, and (3) members interested in both generation-related and T&D-related environmental issues.

Administrative staff to the EEANY will breakdown the budget into a generation issues component and a T&D component. Dues for the companies interested in generated- related environmental issues only (i.e. Category 1 members) will be determined by dividing the amount of the budget allocated to generation-related issues by the total number of Category 1 and Category 3 members. Dues for the companies interested in T&D-related environmental issues only (i.e. Category 2) will be determined by dividing the amount of the budget allocated to T&D-related issues by the total number of Category 2 and Category 3 members. Dues for the companies interested in both generation-related and T&D-related environmental issues will be determined by the sum of the dues determined for Category 1 and Category 2 members. Dues for each year will be assessed to each member of the EEANY by administrative staff and will be payable in full by January 15^th.

New members that join the Alliance after January 1 in any calendar year will be assessed a membership fee that is pro-rated based on the quarter of the year that the new member joins. For example, if the new member joins the Alliance between January 1 and March 31, a full membership fee will be assessed. If the new member joins in the fourth quarter of a calendar year, the fee will be one quarter of the full membership fee for that year. New members will have full rights as an Alliance member going forward from the date of membership.

Disbursements of funds of the EEANY in a given year shall be in accordance with the approved budget. Disbursements of funds for a particular activity/project shall not exceed budgeted amounts without prior approval by the Technical Committees. Similarly, no new projects/activities that have not been budgeted for shall be pursued without prior approval and appropriate budget revision by the Technical Committee. However, in cases where all of the members are not interested in pursuing a particular project/activity that has not been previously budgeted for, two or more members of the Alliance may choose to pursue a project/activity separately and fund such project/activity separately.

If, during a particular year, a technical committee approves a budget increase that exceeds the amount of funds available from dues, a special assessment will be imposed on each member to cover the additional costs approved. The special assessment will be determined in the same manner that each year's dues are determined. As noted above, special assessments may also be imposed on two or more members of the Alliance in cases where the Alliance as a whole is not interested in pursuing a particular unbudgeted project/activity, but two or more members of the Alliance are willing to fund the project/activity separately.

If any available funds have been unallocated at the end of each calendar year, the Technical Committees may choose to either carry-over these funds to the following year or credit each membership their share of the remaining funds.

All decisions made by the Administrative and Technical Committees shall be made by two-thirds (rounded up) vote of the members.

All members agree to keep documents (including draft documents), strategies and information derived from association with the EEANY confidential and will not share them with others outside the EEANY without consensual agreement from the remaining members of the EEANY or unless directed to do so by a court with jurisdiction.

By paying its dues, a member agrees that its participation in the EEANY shall be governed by the Charter of the EEANY and these By-laws. Changes to the Charter or By-laws of the EEANY may be made by a unanimous vote of the entire membership of the EEANY.