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 V, LINE 2A, COMMON PAYMASTER | INGAA SERVES AS THE COMMON PAYMASTER FOR ITSELF AND THE INGAA FOUNDATION. INGAA REPORTED 17 EMPLOYEES ON THE FEDERAL FORM W-3 FOR THE YEAR 2013. OF THOSE 17 EMPLOYEES, FOUR EMPLOYEE'S TIME WAS ALLOCATED BETWEEN THE ENTITIES. |
| FORM 990, PART VI, SECTION A, LINE 6 | NATURAL GAS PIPELINE COMPANIES (SHALL INCLUDE ANY PERSON, FIRM OR CORPORATION ENGAGED IN THE PIPELINE TRANSPORTATION OF NATURAL GAS IN NORTH AMERICA WHOSE ACTIVITIES AND INTERESTS ARE DEEMED BY THE BOARD OF DIRECTORS TO BE CONSISTENT WITH THE OBJECTIVES OF THE ASSOCIATION), SHALL BE ELIGIBLE FOR MEMBERSHIP WITH THE RIGHT TO VOTE AT MEETINGS OF THE MEMBERS, THROUGH THEIR ACCREDITED REPRESENTATIVES. |
| FORM 990, PART VI, SECTION A, LINE 7A | ACCORDING TO ARTICLE IV, SECTION 3 OF THE BYLAWS OF INGAA, EACH MEMBER OF THE ASSOCIATION IN GOOD STANDING AND ELIGIBLE TO VOTE SHALL BE ENTITLED TO ONE (1) VOTE ON ALL MATTERS PROPERLY BEFORE THE MEETING OF THE MEMBERS. THE VOTE OF ANY MEMBER OF THE ASSOCIATION MAY BE CAST BY ITS REPRESENTATIVE OR PROXY. ANY SUCH PROXY MUST BE FURNISHED IN WRITING. ANY PROXY MAY BE REVOKED AND WITHDRAWN AT ANY TIME BY THE MEMBER WHO CONFERRED SUCH PROXY BY SO NOTIFYING, IN WRITING, THE PRESIDENT AND THE PERSON TO WHOM THE PROXY WAS ORIGINALLY GIVEN. NO PERSON OTHER THAN A DULY QUALIFIED MEMBER ENTITLED TO VOTE AND IN GOOD STANDING OR A PERSON PROPERLY AUTHORIZED TO REPRESENT SUCH A MEMBER CAN HOLD AND EXERCISE A PROXY FROM ANY MEMBER OF THE ASSOCIATION. ANY ACTION REQUIRED OR PERMITTED TO BE TAKEN AT ANY MEETING OF MEMBERS MAY, EXCEPT AS OTHERWISE REQUIRED BY LAW OR THE CERTIFICATE OF INCORPORATION, BE TAKEN WITHOUT A MEETING, WITHOUT PRIOR NOTICE AND WITHOUT A VOTE, IF A CONSENT IN WRITING, SETTING FORTH THE ACTION SO TAKEN, SHALL BE SIGNED BY THE MEMBERS HAVING NOT LESS THAN THE MINIMUM NUMBER OF VOTES THAT WOULD BE NECESSARY TO AUTHORIZE OR TAKE SUCH ACTION AT A MEETING AT WHICH ALL MEMBERS ENTITLED TO VOTE THEREON WERE PRESENT AND VOTED, AND THE WRITING OR WRITINGS ARE FILED WITH THE PERMANENT RECORDS OF THE ASSOCIATION. PROMPT NOTICE OF THE TAKING OF CORPORATE ACTION WITHOUT A MEETING BY LESS THAN UNANIMOUS WRITTEN CONSENT SHALL BE GIVEN TO THOSE MEMBERS WHO HAVE NOT CONSENTED IN WRITING. |
| FORM 990, PART VI, SECTION A, LINE 7B | ACCORDING TO ARTICLE VII OF THE BYLAWS OF INGAA, THE BOARD MAY CREATE ONE OR MORE COMMITTEES OF THE BOARD ("BOARD COMMITTEES") THAT CONSIST OF ONE OR MORE DIRECTORS. THE CREATION OF A BOARD COMMITTEE, AND APPOINTMENT OF DIRECTORS TO IT, MUST BE APPROVED BY A MAJORITY OF ALL THE DIRECTORS THEN IN OFFICE. THE BOARD MAY DESIGNATE ONE OR MORE DIRECTORS AS ALTERNATE MEMBERS OF ANY BOARD COMMITTEE, WHO MAY REPLACE ANY ABSENT OR DISQUALIFIED MEMBER AT ANY MEETING. BOARD COMMITTEES SHALL HAVE AND MAY EXERCISE ALL THE POWERS AND AUTHORITY OF THE BOARD IN THE MANAGEMENT OF THE BUSINESS AND AFFAIRS OF THE ASSOCIATION TO THE EXTENT PROVIDED IN THE RESOLUTION OF THE BOARD OR IN THE BYLAWS; BUT NO BOARD COMMITTEE SHALL HAVE THE POWER OR AUTHORITY IN REFERENCE TO: (A) AMENDING THE CERTIFICATE OF INCORPORATION OR BYLAWS, (B) ADOPTING AN AGREEMENT OF MERGER OR CONSOLIDATION, (C) RECOMMENDING TO THE MEMBERS THE SALE, LEASE OR EXCHANGE OF ALL OR SUBSTANTIALLY ALL OF THE ASSOCIATION'S ASSETS, (D) RECOMMENDING TO THE MEMBERS A DISSOLUTION OF THE ASSOCIATION OR A REVOCATION OF A DISSOLUTION, (E) ANY OTHER ACTIONS WHICH REQUIRE THE APPROVAL OF THE BOARD UNDER APPLICABLE LAW OR THESE BYLAWS, (F) FILLING VACANCIES IN THE BOARD OR ANY COMMITTEE, (G) ELECTING, APPOINTING OR REMOVING ANY MEMBER OF ANY COMMITTEE OR ANY DIRECTOR OR OFFICER, OR (I) AMENDING OR REPEALING ANY RESOLUTION OF THE BOARD. EACH BOARD COMMITTEE SHALL KEEP MINUTES OF ITS PROCEEDINGS, AND ACTIONS TAKEN BY A BOARD COMMITTEE SHALL BE REPORTED TO THE BOARD. |
| FORM 990, PART VI, SECTION B, LINE 11 | AN ELECTRONIC VERSION OF FORM 990 IS DISTRIBUTED TO ALL BOARD MEMBERS PRIOR TO THE BOARD MEETING FOR THEIR REVIEW. APPROVAL OF THE 990 IS LISTED AS AN AGENDA ITEM FOR THE BOARD MEETING; AFTER DISCUSSION, A MOTION WAS REQUESTED FOR PERMISSION TO FILE THE FORM 990 AS WRITTEN (OR WITH APPROVED CHANGES) AND PASSED BY VOICE VOTE. |
| FORM 990, PART VI, SECTION B, LINE 12C | INGAA HAS TWO CONFLICT OF INTEREST POLICIES. ONE POLICY APPLIES TO ALL INGAA EMPLOYEES AND THE OTHER POLICY APPLIES TO KEY INGAA EMPLOYEES AND MEMBERS OF THE BOARD OF DIRECTORS. INGAA STAFF AND THE BOARD WERE BRIEFED ON THE POLICIES AND WERE PROVIDED WITH EXAMPLES OF THE TYPES OF SITUATIONS THAT COULD BE DEEMED TO BE "CONFLICTS OF INTEREST" THAT WOULD NEED TO BE REPORTED TO EITHER THE PRESIDENT, OR OTHER MANAGEMENT. THE ASSOCIATION MAINTAINS DOCUMENTATION MEMORIALIZING THAT ALL STAFF AND BOARD MEMBERS HAVE EXECUTED DECLARATIONS STATING THAT THEY HAVE READ AND AGREE TO ABIDE BY THE CONFLICT OF INTEREST POLICIES. |
| FORM 990, PART VI, SECTION B, LINE 15 | INTERSTATE NATURAL GAS ASSOCIATION OF AMERICA RETAINS AN INDEPENDENT CONSULTANT TO PERFORM A MARKET ANALYSIS OF INGAA'S COMPENSATION PRACTICE FOR SENIOR EXECUTIVES RELATIVE TO COMPARABLE POSITIONS WITHIN SIMILAR ORGANIZATIONS. THE PRESIDENT OF INGAA PROVIDES THE COMPENSATION COMMITTEE WITH DOCUMENTATION SUPPORTING RECOMMENDED BASE SALARY ADJUSTMENTS AND RECOMMENDED INCENTIVE COMPENSATION AWARDS FOR STAFF BASED UPON THE OVERALL PERFORMANCE OF THE ORGANIZATION MEASURED AGAINST ITS ANNUAL BOARD-APPROVED ACTION PLAN AND THE PERFORMANCE OF INDIVIDUAL EXECUTIVES MEASURED AGAINST THEIR ANNUAL GOALS. THE COMMITTEE ALSO EVALUATES THE PERFORMANCE OF THE PRESIDENT BASED ON THESE CRITERIA. THE COMPENSATION COMMITTEE MAKES A FINAL DECISION ON BASE SALARY AND INCENTIVE COMPENSATION FOR THE PRESIDENT AND ALL SENIOR EXECUTIVES WHO REPORT DIRECTLY TO THE PRESIDENT. THE MEMBERSHIP OF THE COMPENSATION COMMITTEE IS IDENTICAL TO THE MEMBERSHIP OF THE BOARD STEERING COUNCIL. |
| FORM 990, PART VI, SECTION C, LINE 19 | INTERSTATE NATURAL GAS ASSOCIATION OF AMERICA DOES NOT MAKE ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY OR FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC. THE ASSOCIATION DOES, UPON REQUEST, SHARE FINANCIAL STATEMENTS WITH BANKS, INSURANCE COMPANIES AND OTHER VENDORS FOR THE PURPOSE OF OBTAINING CREDIT. |
| PART VI, LINE 1A | UNDER THE INGAA BYLAWS, THE BOARD STEERING COUNCIL IS EMPOWERED TO ACT FOR THE BOARD DURING THE INTERVAL BETWEEN BOARD MEETINGS. THE BYLAWS STATE: THE STEERING COUNCIL SHALL BE A BOARD COMMITTEE AND SHALL INCLUDE THE CHAIRMAN OF THE BOARD (WHO WILL SERVE AS CHAIRMAN OF THE STEERING COUNCIL), THE CHAIRMAN OF THE BUDGET AND DUES COMMITTEE, THE FIRST VICE CHAIRMAN, THE SECOND VICE CHAIRMAN, AND THE IMMEDIATE PAST CHAIRMAN OF THE BOARD. THE STEERING COUNCIL SHALL ASSIST THE BOARD AND IS EMPOWERED TO ACT FOR THE BOARD DURING INTERVALS BETWEEN MEETINGS OF THE BOARD. DURING THESE INTERVALS, THE STEERING COUNCIL IS CHARGED WITH INFLUENCING AND DEVELOPING POLICIES ON FEDERAL LEGISLATIVE AND REGULATORY ISSUES TO PROMOTE THE GROWTH AND DEVELOPMENT OF THE NORTH AMERICAN NATURAL GAS PIPELINE INDUSTRY. |
| FORM 990, PART VI, LINE 9, ADDRESSES OF BOARD MEMBERS | MURRAY BIRCH: 800, 605- 5TH AVENUE S.W., CALGARY, AB T2P3H5, CANADA MICHAEL L. MCGONAGILL: 6385 OLD SHADY OAK ROAD, SUITE 150, EDEN PRARIE, MN 55344 STAN HORTON: 9 GREENWAY PLAZA, SUITE 2800, HOUSTON, TX 77046 PAUL V. FANT: 220 OPERATION WAY, MAIL CODE J50, CAYCE, SC 29033 GREG HARPER: 1111 LOUISIANA, SUITE 1100, HOUSTON, TX 77002 R. KEITH TEAGUE: 700 MILAM STREET, SUITE 800, HOUSTON, TX 77002 JIMMY STATON: 5151 SAN FELIPE, SUITE 2500, HOUSTON, TX 77056 DIANE LEOPOLD: P.O. BOX 26532, RICHMOND, VA 23261 GARY L. SYPOLT: 120 TREDEGAR STREET, RICHMOND, VA 23219 PETE CIANCI: ONE ENERGY PLAZA, 2084 WCB, DETROIT, MI 48226 ROBERT POE REED: 1111 LOUISIANA, SUITE 1000, HOUSTON, TX 77002 TERRANCE L. MCGILL: 1100 LOUISIANA, SUITE 3300, HOUSTON, TX 77002 SHELLEY CORMAN: 711 LOUISIANA STREET, SUITE 900, HOUSTON, TX 77002 DAVID L. PORGES: 625 LIBERTY AVENUE, PITTSBURGH, PA 15222 JEFFREY BRUNER: ONE CORPORATE DRIVE, SUITE 600, SHELTON, CT 06484-6211 E.J. "JAY" HOLM: ONE CORPORATE DRIVE, SUITE 600, SHELTON, CT 06484 DAVID J. DEVINE: 1001 LOUISIANA, SUITE 1000, HOUSTON, TX 77002 RON TANSKI: 6363 MAIN STREET, WILLIAMSVILLE, NY 14221 TIMOTHY SMALL: 175 EAST OLD COUNTRY ROAD, HICKSVILLE, NY 11801 CURTIS L. DINAN: 100 WEST FIFTH STREET, TULSA, OK 74103 PHILL MAY: 100 WEST FIFTH STREET, TULSA, OK 74103 NICKOLAS STRAVROPOULOS: 77 BEALE ST, SAN FRANCISCO, CA 94105 VICTOR GAGLIO: 4720 PIEDMONT ROW DRIVE, CHARLOTTE, NC 28210 R. ALLAN BRADLEY: P.O. BOX 45360, SALT LAKE CITY, UT 84145-0360 MIKE GALLAGHER: 101 ASH STREET, HQ17, SAN DIEGO, CA 92101 JERRY L. MORRIS: 4700 HIGHWAY 56, OWENSBORO, KY 42301 GREGORY L. EBEL: 5400 WESTHEIMER COURT, HOUSTON, TX 77056 KARL JOHANNSON: 450 - 1 STREET S.W., CALGARY, AB T2P 5H1, CANADA STEVEN L. BIETZ: 1250 WEST CENTURY AVENUE, BISMARCK, ND 58503 BARRY HAUGEN: 1250 WEST CENTURY AVENUE, BISMARCK, ND 58503 RORY L. MILLER: P.O. BOX 1396, HOUSTON, TX 77251 |
| FORM 990, PART IX, LINE 11G | RESEARCH & PROGRAMS: TOTAL EXPENSES 1,473,459. ACTUARIAL & ADMINISTRATIVE: TOTAL EXPENSES 6,845. |
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