Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
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| FORM 990, PART VI, SECTION A, LINE 4 | THE ORGANIZATION MUST SUBMIT ALL NOMINATIONS TO EACH GOLD MEMBER IN GOOD STANDING AT LEAST FOURTEEN (14) DAYS PRIOR TO THE ELECTION, WHETHER IT IS HELD AT THE ANNUAL MEETING OF THE GENERAL ASSEMBLY, OR ELECTRONICALLY. FOLLOWING SUCH PUBLICATION OF THE NOMINATIONS BY THE ORGANIZATION, ANY ELIGIBLE AND QUALIFIED GOLD MEMBER MAY ADD TO THE SLATE OF CANDIDATES BY SUBMITTING SUCH NOMINATIONS TO THE ORGANIZATION NO LATER THAN SEVEN (7) DAYS PRIOR TO THE ELECTION, AND THE ORGANIZATION SHALL REPUBLISH THE AMENDED LIST OF NOMINEES TO THE GOLD MEMBERS IN GOOD STANDING AT LEAST FIVE (5) DAYS PRIOR TO THE ELECTION. |
| FORM 990, PART VI, SECTION A, LINE 6 | (A) ANY ENTITY WITHIN THE TRANSPORTATION ENERGY OR CONVENIENCE RETAIL INDUSTRIES OR ANY OF THEIR SUPPLIERS OR VENDORS MAY APPLY FOR MEMBERSHIP IN THE APPROPRIATE CLASS IN THE ORGANIZATION AS SET FORTH IN THIS ARTICLE III BY SUBMITTING AN APPLICATION, EITHER THROUGH THE ORGANIZATION'S WEBSITE OR VIA FACSIMILE/EMAIL. MEMBERSHIP DOES NOT BECOME ACTIVE UNTIL PAYMENT IS RECEIVED AND PROCESSED. (B) EACH MEMBER MUST BE WILLING AND ABLE TO ABIDE BY THE ORGANIZATION'S BYLAWS, AS AMENDED, AND ANY APPLICABLE RULES AND PROCEDURES, SUCH AS MAY APPLY TO THE OPERATION OF COMMITTEES, WORKING GROUPS, OR BE RELATED TO ANY CERTIFICATION PROGRAMS ADMINISTERED BY THE ORGANIZATION. (C) AN APPLICATION FOR MEMBERSHIP SHALL BE DEEMED VALID UNLESS, UPON REVIEW, IT IS REJECTED BY THE ORGANIZATION. WHEN THE ORGANIZATION ASCERTAINS THAT AN APPLICATION IS VALID, IT SHALL BE SUBMITTED BY THE SECRETARY TO THE BOARD OF ADVISORS FOR ITS REVIEW AND FINAL ACCEPTANCE. IF AN APPLICATION IS REJECTED BY THE ORGANIZATION OR THE BOARD OF ADVISORS, PAYMENT WILL BE REFUNDED AND AN EXPLANATION TO THE APPLICANT WILL BE PROVIDED. (D) FOLLOWING ITS ACCEPTANCE FOR MEMBERSHIP, EACH MEMBER SHALL APPOINT AND CERTIFY TO THE ORGANIZATION A PERSON TO BE ITS "CERTIFIED REPRESENTATIVE" FOR ALL VOTING PURPOSES RELATED TO STANDARDS AND BUSINESS ISSUES WHERE THERE MAY ONLY BE ONE VOTE PER MEMBER. IN THE EVENT THAT THE CERTIFIED REPRESENTATIVE IS UNABLE TO VOTE, THE MEMBER SHALL BE ENTITLED TO APPOINT AND CERTIFY A REPLACEMENT, SUBJECT TO THE VOTING PROVISIONS ELSEWHERE CONTAINED IN THESE AMENDED AND RESTATED BYLAWS. IT IS THE MEMBER'S RESPONSIBILITY TO MAINTAIN THE CERTIFIED REPRESENTATIVE FOR ALL PURPOSES UNDER THESE AMENDED AND RESTATED BYLAWS, INCLUDING RECEIVING OFFICIAL NOTICES. CLASSES OF MEMBERSHIP THIS ORGANIZATION SHALL HAVE THE FOLLOWING CLASSES OF MEMBERS. (A) GOLD MEMBERSHIP: GOLD MEMBERS, OR THEIR CERTIFIED REPRESENTATIVES, SHALL SERVE ON THE GENERAL ASSEMBLY AND SHALL BE ELIGIBLE TO SERVE ON THE BOARD OF DIRECTORS OR THE BOARD OF ADVISORS, IN ACCORDANCE WITH THESE AMENDED AND RESTATED BYLAWS. GOLD MEMBERS SHALL HAVE FULL ACCESS TO ALL BUSINESS AND TECHNICAL COMMITTEES AND WORKING GROUPS OF THE BOARD OF ADVISORS, HAVE FULL VOTING RIGHTS ON THE APPROVAL OF FINAL STANDARDS AS SET FORTH IN THESE AMENDED AND RESTATED BYLAWS, AND HAVE UNLIMITED, FREE ACCESS TO ALL STANDARDS/DOCUMENTS DEVELOPED BY THE ORGANIZATION. (B) SILVER MEMBERSHIP: SILVER MEMBERS, OR THEIR CERTIFIED REPRESENTATIVES, ARE NOT ELIGIBLE TO SERVE ON THE GENERAL ASSEMBLY, THE BOARD OF DIRECTORS, OR THE BOARD OF ADVISORS, BUT SHALL HAVE THE RIGHT TO PARTICIPATE AND VOTE IN ALL TECHNICAL AND BUSINESS COMMITTEES OF THE BOARD OF ADVISORS AS SET FORTH IN THESE AMENDED AND RESTATED BYLAWS, AND TO HAVE ACCESS TO ALL CONEXXUS STANDARDS/DOCUMENTS AT NO COST. SILVER MEMBERS ARE NOT ELIGIBLE TO VOTE TO ADOPT ANY FINAL STANDARDS. (C) SILICON MEMBERSHIP: SILICON MEMBERS, OR THEIR CERTIFIED REPRESENTATIVES, ARE NOT ELIGIBLE TO SERVE ON THE GENERAL ASSEMBLY, THE BOARD OF DIRECTORS, THE BOARD OF ADVISORS, OR ANY BUSINESS COMMITTEES OF THE BOARD OF ADVISORS, AND DO NOT HAVE THE RIGHT TO PARTICIPATE IN TECHNICAL COMMITTEES OF THE BOARD OF ADVISORS OR TO VOTE TO RECOMMEND APPROVAL OF STANDARDS DEVELOPED BY THOSE TECHNICAL COMMITTEES AS SET FORTH IN THESE AMENDED AND RESTATED BYLAWS. SILICON MEMBERS DO HAVE ACCESS TO ANY STANDARDS/DOCUMENTS DEVELOPED BY THE ORGANIZATION AND THE RIGHT TO IMPLEMENT STANDARDS OBTAINED DURING THEIR MEMBERSHIP TERM. HOWEVER, THEY MAY SUBMIT FEEDBACK OR CHANGE PROPOSALS TO A COMMITTEE OR WORKING GROUP FOR CONSIDERATION IN A FUTURE VERSION OF A STANDARD, BUT MAY NOT PARTICIPATE IN DISCUSSIONS DURING THE MEETINGS IN WHICH IT IS CONSIDERED. (D) TECHNICAL ASSOCIATION MEMBERSHIP: TECHNICAL ASSOCIATION MEMBERS, OR THEIR CERTIFIED REPRESENTATIVES, ARE LIMITED TO NON-PROFIT ORGANIZATIONS INTERESTED IN THE CONEXXUS PRODUCT OFFERINGS. THEY ARE NOT ELIGIBLE TO BE MEMBERS OF THE GENERAL ASSEMBLY, OR TO SERVE ON THE BOARD OF DIRECTORS OR THE BOARD OF ADVISORS, BUT SHALL HAVE THE RIGHT TO PARTICIPATE AND VOTE IN ALL TECHNICAL AND BUSINESS COMMITTEES OF THE BOARD OF ADVISORS, AS SET FORTH IN THESE AMENDED AND RESTATED BYLAWS, AND HAVE ACCESS TO ALL CONEXXUS STANDARDS/DOCUMENTS AT NO COST. THEY ARE NOT ELIGIBLE TO VOTE ON ADOPTION OF ANY FINAL STANDARDS. WHILE A MEMBER (NON-STAFF) OF A TECHNICAL ASSOCIATION MAY BE NAMED AS ITS CERTIFIED REPRESENTATIVE, SUCH REPRESENTATIVE SHALL ONLY HAVE THE RIGHT TO PARTICIPATE AND VOTE IN COMMITTEES, SUBCOMMITTEES, OR WORKING GROUPS AND SHALL NOT HAVE ACCESS TO STANDARDS/DOCUMENTS FOR HER/HIS OWN (OR THE TECHNICAL ASSOCIATION MEMBER'S) USE UNLESS THAT ENTITY ALSO HAS A CONEXXUS MEMBERSHIP THAT CONVEYS SUCH RIGHTS. (E) RETAIL ASSOCIATION MEMBERSHIP: RETAIL ASSOCIATION MEMBERS, OR THEIR CERTIFIED REPRESENTATIVES, ARE LIMITED TO NON-PROFIT ORGANIZATIONS INTERESTED IN CONEXXUS THOUGHT LEADERSHIP AND EDUCATIONAL PRODUCT OFFERINGS. THEY ARE NOT ELIGIBLE TO BE MEMBERS OF THE GENERAL ASSEMBLY, OR TO SERVE ON THE BOARD OF DIRECTORS THE BOARD OF ADVISORS, ANY BUSINESS COMMITTEE OF THE BOARD OF ADVISORS, OR ANY TECHNICAL COMMITTEES OF THE BOARD OF ADVISORS, OR THEIR SUBCOMMITTEES OR WORKING GROUPS. THEY SHALL NOT HAVE THE RIGHT TO VOTE TO RECOMMEND APPROVAL OF STANDARDS OR ON ADOPTION OF FINAL STANDARDS, NOR SHALL THEY HAVE ACCESS TO ANY OF THE STANDARDS OR OTHER DOCUMENTS PUBLISHED BY CONEXXUS, UNLESS SPECIFICALLY PROVIDED AS AN ANNUAL BENEFIT RETAIL ASSOCIATION MEMBERS SHALL BE ENTITLED TO RECEIVE ANNUAL EDUCATIONAL BENEFITS (E.G., SPEAKERS AT EVENTS, WHITE PAPERS, PARTICIPATION IN WEBINARS), AS SPECIFIED PERIODICALLY BY THE BOARD OF ADVISORS. (F) EMERITUS MEMBERSHIP: EMERITUS MEMBERS ARE LIMITED TO INDIVIDUALS WHO HAVE RETIRED FROM AN ORGANIZATION WITH INTEREST IN CONEXXUS. THEY MUST BE RECOMMENDED FOR EMERITUS MEMBERSHIP BY AN INDIVIDUAL CURRENTLY ACTIVE IN CONEXXUS; PROVIDED, HOWEVER, THAT ANY MEMBER OF THE CONEXXUS TECHNOLOGY HALL OF FAME SHALL AUTOMATICALLY QUALIFY. EMERITUS MEMBERS ARE NOT ELIGIBLE TO BE MEMBERS OF THE GENERAL ASSEMBLY, OR TO SERVE ON THE BOARD OF DIRECTORS, OR THE BOARD OF ADVISORS, BUT SHALL HAVE THE RIGHT TO PARTICIPATE WITHOUT VOTE IN ALL TECHNICAL AND BUSINESS COMMITTEES OF THE BOARD OF ADVISORS AS SET FORTH IN THESE AMENDED AND RESTATED BYLAWS. THEY SHALL NOT HAVE THE RIGHT TO VOTE TO RECOMMEND APPROVAL OF STANDARDS OR ON ADOPTION OF FINAL STANDARDS, NOR SHALL THEY HAVE ACCESS TO ANY OF THE STANDARDS OR OTHER DOCUMENTS PUBLISHED BY CONEXXUS, UNLESS SPECIFICALLY PROVIDED AS AN ANNUAL BENEFIT. EMERITUS MEMBERS SHALL BE ENTITLED TO RECEIVE ANNUAL EDUCATIONAL BENEFITS (E.G., MEMBER EVENT PRICING, WHITE PAPERS, PARTICIPATION IN WEBINARS), AS SPECIFIED PERIODICALLY BY THE BOARD OF ADVISORS. EMERITUS MEMBERSHIPS ARE NON-TRANSFERABLE. IN THE EVENT AN EMERITUS MEMBER RETURNS TO WORK OR ESTABLISHES A CONSULTING BUSINESS, WORKING MORE THAN 40 HOURS PER MONTH, THE MEMBERSHIP WILL BE SUSPENDED UNTIL SUCH TIME AS THE MEMBER RE-RETIRES. |
| FORM 990, PART VI, SECTION A, LINE 7A | - GOLD MEMBERS, OR THEIR CERTIFIED REPRESENTATIVES, SHALL SERVE ON THE GENERAL ASSEMBLY &SHALL BE ELIGIBLE TO SERVE ON THE BOARD OF DIRECTORS OR THE BOARD OF ADVISORS, IN ACCORDANCE WITH THESE BYLAWS. GOLD MEMBERS SHALL HAVE FULL ACCESS TO ALL BUSINESS & TECHNICAL COMMITTEES & WORKING GROUPS OF THE BOARD OF ADVISORS, HAVE FULL VOTING RIGHTS ON THE APPROVAL OF FINAL STANDARDS AS SET FORTH IN THESE BYLAWS, & HAVE UNLIMITED, FREE ACCESS TO ALL STANDARDS/DOCUMENTS DEVELOPED BY THE ORGANIZATION. - SILVER MEMBERS, OR THEIR CERTIFIED REPRESENTATIVES, ARE NOT ELIGIBLE TO SERVE ON THE GENERAL ASSEMBLY, THE BOARD OF DIRECTORS, OR THE BOARD OF ADVISORS, BUT SHALL HAVE THE RIGHT TO PARTICIPATE & VOTE IN ALL TECHNICAL & BUSINESS COMMITTEES OF THE BOARD OF ADVISORS AS SET FORTH IN THESE BYLAWS, & TO HAVE ACCESS TO ALL CONEXXUS STANDARDS/DOCUMENTS AT NO COST. SILVER MEMBERS ARE NOT ELIGIBLE TO VOTE TO ADOPT ANY FINAL STANDARDS. - SILICON MEMBERS, OR THEIR CERTIFIED REPRESENTATIVES, ARE NOT ELIGIBLE TO SERVE ON THE GENERAL ASSEMBLY, THE BOARD OF DIRECTORS, THE BOARD OF ADVISORS, OR ANY BUSINESS COMMITTEES OF THE BOARD OF ADVISORS, & DO NOT HAVE THE RIGHT TO PARTICIPATE IN TECHNICAL COMMITTEES OF THE BOARD OF ADVISORS OR TO VOTE TO RECOMMEND APPROVAL OF STANDARDS DEVELOPED BY THOSE TECHNICAL COMMITTEES AS SET FORTH IN THESE BYLAWS. SILICON MEMBERS DO HAVE ACCESS TO ANY STANDARDS/DOCUMENTS DEVELOPED BY THE ORGANIZATION AND THE RIGHT TO IMPLEMENT STANDARDS OBTAINED DURING THEIR MEMBERSHIP TERM. HOWEVER, THEY MAY SUBMIT FEEDBACK OR CHANGE PROPOSALS TO A COMMITTEE OR WORKING GROUP FOR CONSIDERATION IN A FUTURE VERSION OF A STANDARD, BUT MAY NOT PARTICIPATE IN DISCUSSIONS DURING THE MEETINGS IN WHICH IT IS CONSIDERED. - TECHNICAL ASSOCIATION MEMBERS, OR THEIR CERTIFIED REPRESENTATIVES, ARE LIMITED TO NON-PROFIT ORGANIZATIONS INTERESTED IN THE CONEXXUS PRODUCT OFFERINGS. THEY ARE NOT ELIGIBLE TO BE MEMBERS OF THE GENERAL ASSEMBLY, OR TO SERVE ON THE BOARD OF DIRECTORS OR THE BOARD OF ADVISORS, BUT SHALL HAVE THE RIGHT TO PARTICIPATE & VOTE IN ALL TECHNICAL & BUSINESS COMMITTEES OF THE BOARD OF ADVISORS, AS SET FORTH IN THESE AMENDED AND RESTATED BYLAWS, & HAVE ACCESS TO ALL CONEXXUS STANDARDS/DOCUMENTS AT NO COST. THEY ARE NOT ELIGIBLE TO VOTE ON ADOPTION OF ANY FINAL STANDARDS. WHILE A MEMBER (NON-STAFF) OF A TECHNICAL ASSOCIATION MAY BE NAMED AS ITS CERTIFIED REPRESENTATIVE, SUCH REPRESENTATIVE SHALL ONLY HAVE THE RIGHT TO PARTICIPATE AND VOTE IN COMMITTEES, SUBCOMMITTEES, OR WORKING GROUPS & SHALL NOT HAVE ACCESS TO STANDARDS/DOCUMENTS FOR HER/HIS OWN (OR THE TECHNICAL ASSOCIATION MEMBER'S) USE UNLESS THAT ENTITY ALSO HAS A CONEXXUS MEMBERSHIP THAT CONVEYS SUCH RIGHTS. - RETAIL ASSOCIATION MEMBERS, OR THEIR CERTIFIED REPRESENTATIVES, ARE LIMITED TO NON-PROFIT ORGANIZATIONS INTERESTED IN CONEXXUS THOUGHT LEADERSHIP & EDUCATIONAL PRODUCT OFFERINGS. THEY ARE NOT ELIGIBLE TO BE MEMBERS OF THE GENERAL ASSEMBLY, OR TO SERVE ON THE BOARD OF DIRECTORS THE BOARD OF ADVISORS, ANY BUSINESS COMMITTEE OF THE BOARD OF ADVISORS, OR ANY TECHNICAL COMMITTEES OF THE BOARD OF ADVISORS, OR THEIR SUBCOMMITTEES OR WORKING GROUPS. THEY SHALL NOT HAVE THE RIGHT TO VOTE TO RECOMMEND APPROVAL OF STANDARDS OR ON ADOPTION OF FINAL STANDARDS, NOR SHALL THEY HAVE ACCESS TO ANY OF THE STANDARDS OR OTHER DOCUMENTS PUBLISHED BY CONEXXUS, UNLESS SPECIFICALLY PROVIDED AS AN ANNUAL BENEFIT. RETAIL ASSOCIATION MEMBERS SHALL BE ENTITLED TO RECEIVE ANNUAL EDUCATIONAL BENEFITS (E.G., SPEAKERS AT EVENTS, WHITE PAPERS, PARTICIPATION IN WEBINARS), AS SPECIFIED PERIODICALLY BY THE BOARD OF ADVISORS. - EMERITUS MEMBERS ARE LIMITED TO INDIVIDUALS WHO HAVE RETIRED FROM AN ORGANIZATION WITH INTEREST IN CONEXXUS. THEY MUST BE RECOMMENDED FOR EMERITUS MEMBERSHIP BY AN INDIVIDUAL CURRENTLY ACTIVE IN CONEXXUS; PROVIDED, HOWEVER, THAT ANY MEMBER OF THE CONEXXUS TECHNOLOGY HALL OF FAME SHALL AUTOMATICALLY QUALIFY. EMERITUS MEMBERS ARE NOT ELIGIBLE TO BE MEMBERS OF THE GENERAL ASSEMBLY, OR TO SERVE ON THE BOARD OF DIRECTORS, OR THE BOARD OF ADVISORS, BUT SHALL HAVE THE RIGHT TO PARTICIPATE WITHOUT VOTE IN ALL TECHNICAL AND BUSINESS COMMITTEES OF THE BOARD OF ADVISORS AS SET FORTH IN THESE AMENDED AND RESTATED BYLAWS. THEY SHALL NOT HAVE THE RIGHT TO VOTE TO RECOMMEND APPROVAL OF STANDARDS OR ON ADOPTION OF FINAL STANDARDS, NOR SHALL THEY HAVE ACCESS TO ANY OF THE STANDARDS OR OTHER DOCUMENTS PUBLISHED BY CONEXXUS, UNLESS SPECIFICALLY PROVIDED AS AN ANNUAL BENEFIT. EMERITUS MEMBERS SHALL BE ENTITLED TO RECEIVE ANNUAL EDUCATIONAL BENEFITS (E.G., MEMBER EVENT PRICING, WHITE PAPERS, PARTICIPATION IN WEBINARS), AS SPECIFIED PERIODICALLY BY THE BOARD OF ADVISORS. EMERITUS MEMBERSHIPS ARE NON-TRANSFERABLE. IN THE EVENT AN EMERITUS MEMBER RETURNS TO WORK OR ESTABLISHES A CONSULTING BUSINESS, WORKING MORE THAN 40 HOURS PER MONTH, THE MEMBERSHIP WILL BE SUSPENDED UNTIL SUCH TIME AS THE MEMBER RE-RETIRES. THE BOARD OF ADVISORS SHALL HAVE FULL POWER TO ACCEPT OR REJECT EACH APPLICATION FOR GOLD OR SILVER MEMBERSHIP ONCE IT IS PRESENTED BY THE SECRETARY OF THE BOARD OF ADVISORS. UPON A MAJORITY VOTE OF THE BOARD OF ADVISORS, THE APPLICANT SHALL BE DULY ADMITTED TO MEMBERSHIP. THE GENERAL ASSEMBLY SHALL BE COMPRISED OF THE CERTIFIED REPRESENTATIVES OF EACH GOLD MEMBER, WHO SHALL MEET PERIODICALLY FOR THE PURPOSE OF DEVELOPING EVIDENCE OF CONSENSUS FOR ADOPTING FINAL STANDARDS AND FOR SUCH OTHER MATTERS AS MAY BE REFERRED TO IT BY THE BOARD OF DIRECTORS OR BOARD OF ADVISORS. THE GENERAL ASSEMBLY ALSO SHALL ELECT CERTAIN MEMBERS OF THE BOARD OF ADVISORS AS SET FORTH IN ARTICLE VI OF THESE AMENDED AND RESTATED BYLAWS. EACH MEMBER OF THE GENERAL ASSEMBLY REPRESENTING EACH GOLD MEMBER IN GOOD STANDING WHO IS IN ATTENDANCE AT A DULY CALLED MEETING OF THE GENERAL ASSEMBLY, SHALL HAVE ONE VOTE ON ADOPTION OF STANDARDS AND ON OTHER MATTERS RELATED TO STANDARDS. THE CERTIFIED REPRESENTATIVE FOR EACH GOLD MEMBER WILL CAST SUCH VOTE. VOTES ON STANDARDS SHALL BE CONDUCTED PURSUANT TO THIS SECTION 4.5 TO ACHIEVE EVIDENCE OF A CONSENSUS, WHICH IS DEFINED AS MORE THAN A MERE MAJORITY, BUT NOT NECESSARILY A UNANIMOUS VOTE. UNLESS OTHERWISE PROVIDED BY THE ARTICLES OF INCORPORATION, THESE AMENDED AND RESTATED BYLAWS OR APPLICABLE LAW, TWENTY-FIVE PERCENT (25%) OF THE GOLD MEMBERS IN GOOD STANDING AND ELIGIBLE TO VOTE SHALL CONSTITUTE A QUORUM FOR A VOTE ON ANY MATTER REQUIRING A VOTE OF THE MEMBERS WHICH IS NOT GOVERNED BY SECTION 4.5. THE VOTE OF A MAJORITY OF THE GOLD MEMBERS PRESENT AT A MEETING AT WHICH A QUORUM IS PRESENT SHALL BE NECESSARY FOR THE ADOPTION OF ANY MATTER VOTED UPON BY THE MEMBERS, UNLESS SPECIFICALLY PROVIDED OTHERWISE IN THE ARTICLES OF INCORPORATION, AS AMENDED, THESE AMENDED AND RESTATED BYLAWS, OR APPLICABLE LAW. IF LESS THAN A QUORUM IS PRESENT AT ANY MEETING PROPERLY NOTICED AND CALLED, THE MEMBERS PRESENT MAY CONTINUE THE MEETING, BUT NO VOTES MAY BE TAKEN. ANY VOTE TO BE TAKEN AT AN ANNUAL OR SPECIAL MEETING OF THE GENERAL ASSEMBLY MAY BE CONDUCTED ELECTRONICALLY, BY TELEPHONE, EMAIL, OR ELECTRONIC BALLOT, WITHOUT PHYSICAL MEETING, SO LONG AS THE REQUIRED NOTICE IS GIVEN AND A BALLOT CLEARLY STATING EACH ISSUE FOR RESOLUTION IS DISTRIBUTED TO EACH GOLD MEMBER AT LEAST SEVEN (7) CALENDAR DAYS PRIOR TO SUCH VOTE. THE BOARD OF ADVISORS SHALL DETERMINE THE PROCEDURES TO BE FOLLOWED FOR SUCH ELECTRONIC VOTES, SO LONG AS THEY ARE CONSISTENT WITH THESE AMENDED AND RESTATED BYLAWS. |
| FORM 990, PART VI, SECTION A, LINE 7B | EXCEPT AS OTHERWISE PROVIDED IN THE ARTICLES OF INCORPORATION, ALL CORPORATE POWERS SHALL BE EXERCISED BY OR UNDER THE AUTHORITY OF, AND THE BUSINESS OF THE CORPORATION MANAGED UNDER THE DIRECTION OF, THE BOARD OF DIRECTORS. THE BOARD SHALL DETERMINE ORGANIZATION POLICY, EXCEPT AS OTHERWISE PROVIDED BY THE VIRGINIA NONSTOCK ORGANIZATION ACT (CODE OF VIRGINIA, TITLE 13.1, CHAPTER 10, AS AMENDED), THE ARTICLES OF INCORPORATION, OR THESE AMENDED AND RESTATED BYLAWS, AND SHALL ADOPT SUCH RULES AND REGULATIONS FOR ITS CONDUCT AS IT DEEMS ADVISABLE. DIRECTORS NEED NOT BE RESIDENTS OF THE COMMONWEALTH OF VIRGINIA. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 5.1, THE BOARD OF DIRECTORS AS DEFINED IN SECTION 5.2(A) SHALL HAVE THE AUTHORITY TO: - APPROVE THE ORGANIZATION'S ANNUAL OPERATING AND CAPITAL BUDGETS, WHICH SHALL BE DEVELOPED BY THE BOARD OF ADVISORS AND SUBMITTED TO THE BOARD OF DIRECTORS. - APPROVE ANY INITIATIVES PREPARED BY THE BOARD OF ADVISORS OR ANY OTHER EMPLOYEE, OFFICER, DIRECTOR OR AGENT OF THE ORGANIZATION IN WHICH NACS WILL BE REQUIRED TO PROVIDE FUNDING TO FINANCE OR SUPPORT SUCH INITIATIVES. - APPROVE THE PARTICIPATION IN ANY MERGER, CONSOLIDATION, DISSOLUTION, LIQUIDATION OR OTHER SIMILAR TRANSACTION. - APPROVE THE TRANSFER OF ASSETS OUTSIDE OF THE ORDINARY COURSE OF BUSINESS. NACS DIRECTORS SHALL ELECT OR APPOINT A CHAIR OF THE BOARD OF DIRECTORS FROM AMONG THEMSELVES, AND THE BOARD OF DIRECTORS SHALL ELECT OR APPOINT AN EXECUTIVE DIRECTOR, VICE CHAIR, TREASURER, AND SUCH OTHER OFFICERS AND ASSISTANT OFFICERS AS MAY BE DEEMED NECESSARY. |
| FORM 990, PART VI, SECTION B, LINE 11B | THE TAX RETURN IS REVIEWED BY THE EXECUTIVE DIRECTOR BEFORE FILING. |
| FORM 990, PART VI, SECTION B, LINE 15A | THE COMPENSATION FOR THE TOP OFFICIAL IS APPROVED BY THE BOARD OF DIRECTORS AS PART OF THE BUDGET PROCESS. |
| FORM 990, PART VI, SECTION C, LINE 19 | ALL GOVERNING DOCUMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. |
| FORM 990, PART IX, LINE 11G | PAYROLL SERVICE 6,286. CONSULTING FEES 315,179. TEMPORARY PERSONNEL 19,305. |
| FORM 990, PART XII, LINE 2C | THE AUDIT OVERSIGHT PROCESS HAS REMAINED UNCHANGED FROM THE PREVIOUS YEAR. |
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