SCCPSTE-MPC

SUCCESSION
PLANNING
COMMITTEE
CHARTER

There will be a committee of the Board

of Directors (the "Board") of SCCPSTEMPC which will be called the
Succession Planning Committee.

1. Statement of Purpose

The purposes of the Succession

Planning Committee are (1) to assist the
Board in the performance of its
responsibilities relating to succession
planning for the General Manager (the
"GM") and (2) to perform the duties
assigned to it in the GM adopted by the
Board, as the same may be amended
from time to time.

2. Committee Membership
The Succession Planning Committee will
be comprised of the Chairman of the
Board and the respective Chairs of the
following committees: Audit Committee,
Election Committee and Education
Committee.
The members of the Succession Planning
Committee may, from time to time, be
removed by the Board and new members
appointed.

3. Meetings

Meetings of the Succession Planning Committee may be

called by or at the request of the Board, the Chairman of the
Board, any two members of the Succession Planning
Committee or the GM. Notice of a meeting of the Succession
Planning Committee stating the place, day and hour of the
meeting shall be given to each member of the Succession
Planning Committee at least one day prior thereto by mail,
personal delivery or by telephone, electronically transmitted
facsimile, e-mail or other form of wire or wireless
communication. The method of notice need not be the same
for each member of the Succession Planning Committee.

4. Functions and
Responsibilities

In furtherance of the purposes set forth above, the

Succession Planning Committee will perform the functions
and responsibilities enumerated herein as appropriate and
will have the powers of the Board necessary or desirable to
perform such functions and responsibilities as may be
delegated to a committee. Notwithstanding the
enumeration of specific functions and responsibilities
herein, the Succession Planning Committee believes that its
policies and procedures should remain flexible, in order to
facilitate its ability to respond to changing circumstances
and conditions in fulfilling its responsibilities to the
SCCPSTE-MPC and its shareholders.

The Succession Planning Committee will

have the authority, to the extent it deems
necessary or appropriate to carry out its
functions and responsibilities, to retain and
terminate consultants and other external
advisors, and to approve the fees and
other terms of their engagement. The
SCCPSTE-MPC will be responsible for the
payment of the fees and expenses of any
such consultant or advisor.

The Succession Planning Committee

will review and reassess the adequacy
of this Charter from time to time and
recommend any proposed changes to
the Board for approval.

In addition, the Succession Planning Committee will:

In collaboration with the Board Chair, develop a GM candidate profile and

qualifications (including experience, competencies and personal characteristics) to
meet the leadership needs of the SCCPSTE-MPC taking into account its strategic
plan as in effect from time to time.
Agree with the Board Chair on development opportunities to be provided to identified
GM candidates to overcome deficiencies in experience and/or education, as well as
opportunities to increase exposure to the Board in business and social settings.
Evaluate potential external candidates identified by the Board Chair or members of
the Succession Planning Committee and benchmark against internal candidates.
Perform the functions listed above in collaboration with the Board Chair at least
annually and update as needed.
Present the results of the Succession Planning Committee's work to the Board
annually for review and discussion.
Identify and recommend to the Board a permanent GM replacement, whether in
emergency situations or for planned transition, as appropriate.

ADOPTED by the Board on __________

EXAMPLE

Changing Committees and

Induction

The Committee structure and how change is organized

will be determined by the nature of the cooperative.
Changes usually occur through annual election and
resignations. Whatever the reason, the loss of experience
can be disruptive but also viewed as positive e.g. fresh
enthusiasm, increased expertise and new ideas. Some
cooperatives operate a rolling position/committee
structure to avoid mass exit of members and vast loss of
knowledge. In this approach, a number of Committee
members stand down after a set period to enable fresh
input from newly elected members. Even in this manner
important knowledge can be lost unless the cooperative
is careful about the sequence and timing of the process.

An example of a rolling
positions/committees could be:
Position

In

Out

In

Out

BOD

2000

2002

2004

2006

GeneralManager

2001

2003

2005

2007

2002

2004

2005

2007

Treasurer 2003

2005

2006

2008

Committees

2005

2006

2007

Secretary

2004

Previous Position/Committee members should

pass on as much knowledge as possible to their
replacement. This will help new members to
understand their specific role and how the
Position/Committee functions. This approach is
supported by keeping accurate and up-to-date
records of all information relevant to particular
roles. New members can also use previous
minutes to become informed about past
decisions of the Committee. The change
process can be better managed by including an
induction process for new members.