(b) Application after election or appointment. Section 305 (b) of the Act provides that the holding of positions within the purview of that section shall be unlawful unless the holding shall have been authorized by order of the Commission. Nothing in this part shall be construed as authorizing the holding of positions prior to the order of the Commission on application therefor. Applications shall be filed within 30 days after election or appointment to any positions within the purview of section 305 (b) of the Act.*†

45.4 Supplemental applications-(a) New positions. In the event of a change or changes in the information set forth in an application, by the applicant's election or appointment to another position or other positions in corporations within the purview of section 305 (b) of the Act, the application shall be supplemented by the applicant's setting forth all the data with respect to the new position or positions in accordance with the requirements of this part.

(b) Old positions. After applicant has been authorized to hold a particular position, further application in connection with each successive term so long as he continues in uninterrupted tenure of such position will not be required except as ordered by the Commission. If the term of office or the holding of any position for which authorization has been given shall be interrupted and the applicant shall subsequently be reelected or reappointed thereto, further authorization will be required.**

45.5 Supplemental information—(a) Required by Commission. Applicants hereunder shall upon request of the Commission and within such time as inay be allowed, supplement any application or any supplemental application with any information required by the Commission.

(b) Notice of changes. In the event of the applicant's resignation, withdrawal, or failure of reelection or appointment in respect to any of the positions for which authorization has been granted by the Commission, or in the event of any other material or substantial change therein, the applicant shall within 30 days after any such change occurs, give notice thereof to the Commission setting forth the position, corporation, and date of termination therewith, or other material or substantial change.

(c) Reports. All persons holding positions by authorization of the Commission under section 305 (b) of the Act may be required to file such periodic or special reports as the Commission may deem necessary.**

45.6 Termination of authorization-(a) By the Commission. Orders of authorization under section 305 (b) of the Act are subject to revocation by the Commission after due notice to applicant and opportunity for hearing. In any such proceeding the burden of proof shall be upon the applicant to show that neither public nor private interests will be adversely affected by the holding of such positions.

(b) Without action of the Commission. Whenever a person shall cease to hold a position theretofore authorized to be held by the Com

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**For statutory and source citations, see note to § 45.1.

mission or such position shall cease to be within the purview of section 305 (b) of the Federal Power Act, the Commission's authorization to hold such position shall terminate without further action by the Commission. If upon such termination of authorization as aforesaid, such person does not continue to hold at least two positions authorized and then requiring authorization pursuant to said section 305 (b) of the Act, all authorization theretofore given by the Commission shall thereupon terminate.**

45.7 Form of application; number of copies. An original and two copies of each application, supplemental application, statement of supplemental information, notice of change and report required by this part shall be filed with the Commission. Each original shall be dated, signed by the applicant and verified under oath in accordance with § 200.60. Each copy shall bear the date and signature that appear on the original and shall be complete in itself, but the signature in the copies may be stamped or typed and the notarial seal may be omitted. The application shall conform to §§ 1.80–1.85.*† 45.8 Contents of application. Each application shall state the following:

(a) Identification of applicant. (1) Full name, business address, and place of residence.

(2) Major business or professional activity.

(3) Any other application or applications under section 305 (b) of the Act made by the applicant, together with date and docket number thereof, and Commission action thereon, if any.

(4) If application is not filed with the Commission within 30 days after election or appointment, state reasons in full for the delay. (b) List of positions within the purview of section 305 (b) of the Act for which authorization is sought.

Position

Classification:

Name of Corporation ((1) Public utility, (2) authorized by law to underwrite, (3) supplying electrical equipment)

(c) Data as to positions with each public utility mentioned in paragraph (b). (The applicant shall use a separate sheet for each public utility. If the public utility has already filed with the Commission the information required under (12), (13), and (14), applicant may refer to such reports in lieu thereof.)

(1) Name of public utility, State and date of incorporation (if any), and address of principal place of business.

(2) States in which public utility is doing business or has qualified to do business.

(3) Description of the facilities owned or operated by the public utility for the transmission of electric energy in interstate commerce or the sale of electric energy at wholesale in interstate commerce, and

**For statutory and source citations, see note to § 45.1.

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of the interconnection of such facilities with those of any other corporation. (An appropriate map shall be included as an exhibit.) (4) Positions which applicant holds or seeks authorization to hold therein, and when and by whom elected or appointed to each position.

(5) Names, titles and residence addresses of directors and officers and number of vacancies, if any, on board of directors.

(6) Description of applicant's duties and approximate amount of time devoted thereto, and, if applicant seeks authorization as director, when and where directors meetings have been held during the past 18 months and number of said meetings attended by applicant.

(7) Any other professional, contractual, or business relationships of applicant, either directly or through the medium of any corporation, with the public utility.

(8) Extent of applicant's direct or indirect ownership, or control of, or beneficial interest in, the public utility or the securities thereof, including common stock, preferred stock, bonds, or other securities. If such ownership or interest is held in a name other than that of applicant, state name and address of such holder.

(9) Extent of applicant's indebtedness to public utility, how and when incurred, and consideration therefor.

(10) All money or property received by applicant from the public utility or any affiliate during the past 12 months, and expected during the ensuing 12 months, whether for services, reimbursement of expenses, or otherwise. Specify in detail the amount thereof and the basis therefor. If applicant's compensation for services to the public utility is not paid directly by the public utility, give name of the corporation which does pay same, the amount allocated or allocable to the public utility or any affiliate, and the basis or reason for such allocation.

(11) Name and address of principal place of business of any corporation which renders management, construction or other service to the public utility pursuant to contract or other continuing arrangement.

(12) Copy of last annual balance sheet and last annual operating statement of the public utility.

(13) A statement, as of the date of the balance sheet submitted, showing for each class and series of capital stock:

(i) Brief description.

(ii) The amount authorized (face value and number of shares). (iii) The amount outstanding (exclusive of any amount held in the treasury).

(iv) Amount owned by affiliated corporations.

(v) Voting rights and whether voting rights are cumulative or

noncumulative.

(14) A statement, as of the date of the balance sheet submitted, showing for each class and series of funded debt:

(i) Brief description.

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(ii) Name and address of trustee under any mortgage or indenture in relation thereto.

(iii) The amount authorized.

(iv) The amount outstanding (exclusive of any amount held in the treasury).

(v) Amount owned by affiliated corporations.

(vi) Voting right, if any, with description thereof.

(15) Whether during the past 5 years, the public utility or any affiliate thereof or any security holders of either, have commenced any suit against the officers or directors thereof for alleged waste, mismanagement or violation of duty, to which suit applicant was a party defendant. If so give date of commencement of suit, court in which commenced, and present status.

(16) Whether the public utility or any affiliate thereof, during the past five years and while applicant held a position therewith, has either voluntarily or involuntarily been the subject of any proceeding in bankruptcy (including 77 (b), 48 Stat. 912; 11 U.S.C. 207), insolvency or equity receivership, either Federal or State. If so, give date of commencement of proceeding, court in which commenced, and present status.

(d) Data as to positions with each bank, trust company, banking association or firm, mentioned in paragraph (b), that is authorized by law to underwrite or participate in the marketing of securities of a public utility. (The applicant shall use a separate sheet for each corporation.)

(1) Name of corporation, State and date of incorporation (if any) and address of principal place of business.

(2) States in which corporation is doing business or has qualified to do business.

(3) Positions which applicant holds or seeks authorization to hold therein and when and by whom elected or appointed to each position.

(4) Description of applicant's duties in each position and approximate amount of time devoted thereto, and, if applicant seeks authorization as director, where directors meetings are held.

(5) Names, titles, and residence addresses of directors, officers, or partners.

(6) Whether the corporation is now engaged in underwriting or participating in the marketing of the securities of a public utility; if so, to what extent.

(7) Whether the corporation, during applicant's connection therewith, has underwritten or participated in the marketing of the security issue of any public utility with which applicant was also connected; if so, the details with respect to every such transaction.

(8) (If the answer to (6) is in the negative) Give excerpts from the charter, declaration of trust, or articles of partnership which authorize the underwriting or participating in the marketing of securities of a public utility.

(9) (If the answer to (6) is in the negative) Give general requirements of, and appropriate reference to, the laws of the State of or

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ganization and of States in which corporation is doing business or has qualified to do business, which it must comply with in order to engage in the business of underwriting or participating in the marketing of the securities of a public utility.

(10) What steps, if any, have been taken to comply with laws mentioned in (9).

(11) In lieu of (8), (9), and (10) an opinion by counsel to the same effect and including the information in respect thereto may be filed with the application.

(12) Whether the corporation has registered with the Securities and Exchange Commission; if so, when and under what section of what act.

(e) Data as to positions with each company, mentioned in paragraph (b), supplying electrical equipment to a public utility in which applicant holds a position. (Applicant shall use a separate sheet for each company.)

(1) Name of company, State and date of incorporation (if any), and address of principal place of business.

(2) Positions which applicant holds or seeks authorization to hold therein and when and by whom elected or appointed to each position.

(3) Description of applicant's duties in each position and approximate amount of time devoted thereto, and, if applicant seeks authorization as director, when and where directors meetings have been held during the past 18 months and number of said meetings attended by applicant.

(4) Names, titles, and residence addresses of directors, or partners. (5) Name of each public utility, with which applicant holds or seeks authorization to hold a position, to which the company supplies electrical equipment; the frequency of such transactions; the approximate annual dollar volume of such business; and the type of equipment supplied.

(6) Nature of relationship between the company supplying electrical equipment and the public utility:

(i) Whether company manufactures such electrical equipment or is a dealer therein.

(ii) Whether company supplies electrical equipment to the public utility pursuant to construction, service, agency, or other contract with the public utility or an affiliate thereof, and, if so, furnish brief summary of the terms of such contract.

(7) Extent of applicant's direct or indirect ownership, or control of, or beneficial interest in, the company or in the securities thereof, including common stock, preferred stock, bonds, or other securities. If such ownership or interest is held in a name other than that of applicant, state name and address of such holder.

(8) All money or property received by applicant from the company during the past 12 months, and expected during the ensuing 12 months, whether for services, reimbursement for expenses, or otherwise. Specify in detail the amount thereof and the basis therefor.

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