Midwest Reliability Organization
Dispute Resolution Committee Charter

I. Organization

There shall be a committee of the Board of Directors (“Board”) of the Midwest Reliability Organization (“Company”) known as the Dispute Resolution Committee (“Committee”).  This Charter shall govern the Committee with regard to its duties and responsibilities. 

II. Purpose

The Committee shall provide oversight and supervision of the dispute resolution processes and procedures instituted pursuant to the MRO Bylaws.

III. Membership

The Committee shall consist of four (4) Directors who shall not be an officer or employee of the Company but shall be independent of the management of the Company and free of any relationship that, in the opinion of the Board, would interfere with their exercise of independent judgment as a Committee Member.

The members of the Committee shall be appointed by the Chair of the Board to serve a term of one year or until their successors shall be duly elected and qualified.  The Chair of the Board shall appoint a Chair to preside at the Committee meetings.

IV. Meetings

The Committee shall meet annually, or more frequently as circumstances dictate.  The Chair of the Board or the Chair of the Committee may call meetings of the Committee.

A quorum of the Committee consists of three (3) of its members.  A simple majority of the Committee may approve an action.

V. Responsibilities

The Committee shall have the following responsibilities and duties:

• Maintain a pool of persons qualified by temperament and experience, and within technical or legal expertise in matters likely to be the subject of Disputes, to serve as mediators and arbitrators under the Midwest Reliability Organization bylaws.
• Determine whether mediation is warranted in a particular dispute.
• Provide to disputing parties all lists of arbitrators qualified by temperament and experience, and with appropriate technical or legal expertise, to resolve particular Disputes, such lists to include only neutral persons who have no official, financial, or personal conflict of interest with respect to the issues in controversy.
• Compile and make available to Members, arbitrators and other interested parties suggested procedures for the arbitration of Disputes in accordance with Article 18 of the Midwest Reliability Organization bylaws.
• Maintain and make available to Members, mediators, arbitrators, and other interested parties the written decisions.
• Establish such procedures and schedules, in addition to those specified herein, as it shall deem appropriate to further the prompt, efficient, fair and equitable resolution of disputes.
• Provide oversight and supervision of the dispute resolution processes and procedures instituted pursuant to the Midwest Reliability Organization bylaws.

Approved by Board:  June 24, 2010*