Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at| Return Reference | Explanation |
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| FORM 990, PART VI, SECTION A, LINE 6 | Section 5.5 Classes of Members. The Corporation shall have eight (8) classes of members, designated as follows: (a) Large Domestic Original Equipment Manufacturer ("OEM"). Entities eligible for membership as Large Domestic OEMs shall be entities that (i) had at least $1 billion in vertical lift-related sales to the U.S. military during their most recent fiscal year; (ii) employ at least 500 engineers engaged in vertical lift-related research and development in the United States; and (iii) have design authority for vertical lift aircraft. (b) Large Traditional Defense Contractor. Entities eligible for membership as Large Traditional Defense Contractors shall be entities that had at least $250 million in vertical lift-related sales to the U.S. military during their most recent fiscal year. (c)Supplier. Entities eligible for membership as Suppliers shall be entities that (i) produce or integrate equipment for vertical lift aircraft and technologies manufactured within the United States or (ii) design and supply materials or products, perform systems integration, or provide other services or support for use in the vertical lift aircraft and technologies manufacturing process in the United States. (d) Non-Traditional Defense Contractor. Entities eligible for membership as Non-Traditional Defense Contractors shall be business units that, in accordance with 32 C.F.R. 3.4, as amended, have not, for a period of at least one (1) year prior to the date of the OT Agreement, entered into or performed on (A) any contract that is subject to full coverage under the cost accounting standards prescribed pursuant to section 26 of the Office of Federal Procurement Policy Act (41 U.S.C. 422) and the regulations implementing such section; or (B) any other contract in excess of $500,000 to carry out prototype projects or to perform basic, applied, or advanced research projects for a federal agency, that is subject to the Federal Acquisition Regulations. (e) Academic and Nonprofit Research Institution. Entities eligible for membership as Academic and Nonprofit Research Institutions shall be (i) United States universities and (ii) United States nonprofit organizations active in vertical lift research. (f) Small Vertical Takeoff and Landing (VTOL) Organization. Entities eligible for membership as Small VTOL Organizations shall be for-profit entities that are significantly involved in active research for vertical lift production, flight characteristics, performance, equipment, engines, avionics, transmissions, or related materials, or provide other services or support, for vertical lift aircraft and technologies manufactured within the United States. (g) Engine Manufacturer. Entities eligible for membership as Engine Manufacturers shall be entities that produce engines for vertical lift aircraft manufactured in the United States. (h) American Helicopter Society. The American Helicopter Society, for as long as it remains a VLC member in good standing, shall constitute its own, single member membership class. |
| FORM 990, PART VI, SECTION A, LINE 7a | Section 6.3 Number and Allocation of Directors. The total number of directors shall be sixteen (16), of which fifteen (15) shall be voting and one (1) shall be nonvoting. The aggregate number of directors from the classes designated below in subparagraphs (c) through (h) shall exceed the aggregate number of directors from the classes designated in subparagraphs (a) and (b). Directorships on the Board shall be allotted as follows: (a) Large Domestic OEMs, as a class, shall be entitled to elect two (2) voting directors to Category A seats and two (2) voting directors to Category B seats, except that Bell Helicopter Textron Inc. and The Boeing Company shall each appoint one (1) voting director to a Category A seat on the initial Board, and Sikorsky Aircraft Corporation and Lockheed Martin Corporation shall each appoint one (1) voting director to a Category B seat on the initial Board. (b) Large Traditional Defense Contractors, as a class, shall be entitled to elect two (2) voting directors to Category A seats and one (1) voting director to a Category B seat, except that AgustaWestland North America, Inc. and EADS North America shall each appoint one (1) voting director to a Category A seat on the initial Board, and Northrop Grumman Corporation shall appoint one (1) voting director to a Category B seat on the initial Board. (c) Suppliers, as a class, shall be entitled to elect one (1) voting director to a Category A seat and one (1) voting director to a Category B seat. (d) Non-Traditional Defense Contractors, as a class, shall be entitled to elect one (1) voting director to a Category A seat and one (1) voting director to a Category B seat. (e) Academic and Nonprofit Research Institutions, as a class, shall be entitled to elect one (1) voting director to a Category A seat and one (1) voting director to a Category B seat. (f) Small VTOL Organizations, as a class, shall be entitled to elect one (1) voting director to a Category B seat. (g) Engine Manufacturers, as a class, shall be entitled to elect one (1) voting director to a Category A seat. (h) The American Helicopter Society shall be entitled to appoint one (1) nonvoting director to a Category B seat. Members that are under common control may be represented on the Board by only one employee at any time. For purposes of this limitation, members shall be deemed to be under common control if either (i) one member holds a majority ownership interest in the other member or (ii) the same person or entity holds a majority ownership interest in both members |
| FORM 990, PART VI, SECTION A, LINE 7b | Section 3.2 Dissolution. Each member of VLC in good standing shall have the right to a fractional vote in performing all the acts necessary for dissolution of the Corporation that are required by Section 275 of the General Corporation Law of the State of Delaware. The fractional vote of each member shall be equal to the number of voting directors within that members class, divided by the number of members in that class. |
| FORM 990, PART VI, SECTION B, LINE 15a & 15b | There are no compensation policies because the organization does not have a compensated top management official or key employees. |
| FORM 990, PART VI, SECTION B, LINE 11a | Form 990 is provided to the Board of Directors, the governing body of the VLC, prior to submission to the IRS. |
| FORM 990, PART VI, SECTION B, LINE 12c | THE BOARD APPROVES THE ACTIONS OF THE ORGANIZATION, CONDUCTS AN ANNUAL AUDIT AND APPROVES AN ANNUAL BUDGET. AS PART OF THAT PROCESS, IT REVIEWS ANY POSSIBLE CONFLICTS OF INTEREST. |
| FORM 990, PART VI, SECTION C, LINE 19 | FORM 1023 IS MADE AVAILABLE TO THE PUBLIC UPON REQUEST. THE 990 RETURN MAY BE REQUESTED BY LETTER, PHONE OR EMAIL, AND ARRANGEMENTS FOR VIEWING WILL BE MADE BY MUTUAL DECISION. THE GOVERNING DOCUMENTS, CONFLICTS OF INTEREST POLICY AND FINANICAL STATEMENTS ARE NOT MADE AVAILABLE TO THE PUBLIC. |
| AUDIT OF FINANCIAL STATEMENTS | THE ORGANIZATION'S FINANCIAL STATEMENTS ARE IN THE PROCESS OF BEING AUDITED BY AN INDEPENDENT ACCOUNTING FIRM; HOWEVER THE AUDIT WAS NOT COMPLETED IN TIME FOR THE 990 FILING. SHOULD THERE BE SIGNIFICANT AUDIT ADJUSTMENTS, THE ORGANIZATION WILL FILE AN AMENDED FORM 990 REFLECTING THESE ADJUSTED BALANCES. |
| FORM 990, PART XII LINE 3B | The Organization's financial statement audit and it's required audit under the Single Audit Act and OMB Circular A-133 have been substantially completed. The draft audit report for both of these audits, financial statement and A-133, is pending final Board of Directors' acceptance at the Organization's next regularly scheduled board meeting. |
| FORM 990 PART IX LINE 11G | DESCRIPTION:SUBCONTRACTORS TOTAL FEES:3334128 |
| FORM 990 PART IX LINE 11G | DESCRIPTION:CONSORTIUM ADMINISTRATIVE ORG TOTAL FEES:269490 |
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