Oshean Inc.

“The executive committee of the oshean board of directors is composed of the chair, vice chair, treasurer, secretary, and president, if any. There are no members of the executive committee who are not on the governing body. The executive committee shall manage the affairs of the corporation between meetings of the board, but shall be accountable to the board for its actions. The board may delegate to the executive committee additional powers, except those which by law, the articles of incorporation, or the oshean bylaws they are prohibited from delegating. A majority of the executive committee shall constitute a quorum for the transaction of business. Except as the board may otherwise determine, the executive committee may make rules for the conduct of its business. The executive committee shall report on its actions to the board. The board shall have the power to rescind any vote or resolution of the executive committee. Between meetings of the board, the executive committee shall have the power to meet and transact the business of oshean, subject to the following terms and conditions: the executive committee may not: (a) change, repeal, or amend the articles or the bylaws of the corporation; (b) change, amend or adopt policies; (c) hire/dismiss the president; (d) approve, remove, or change the class of members; (e) alter the initial fee or annual dues; or (f) take any other action prohibited to be taken by a committee under the act.”

“Oshean has the following classes of member organizations ("members"): subscribing members - members of the corporation who subscribe to one or more fee-based services provided by the corporation and pay the annual dues (as defined in the bylaws) affiliate members - affiliated members of the corporation who do not subscribe to any of the network fee-based services provided by the corporation and who pay an affiliate fee but who are not required to pay and have not paid any initial fees and are not required to pay and do not pay annual dues. The members shall have no voting rights or other powers with respect to the corporation, other than the right to vote on the following matters: (i) a modification of the corporation's purposes; and (ii) the dissolution of the corporation.”

“The form 990 is prepared by the external auditors and reviewed by management. Once all are satisfied with the form, it is finalized and a copy is sent to all board members. At the subsequent board meeting, the board is asked if they have any questions or comments, and a general review of the form is conducted by management. Revisions, corrections, etc. Are made as necessary. Subsequent to this meeting, the form is then submitted to the irs.”

“Each year the business operations team member provides the organization's conflict of interest policy to all officers, directors and key employees. These people are asked to review the policy and sign a statement indicating that they understand the policy and have reported all potential conflicts during the past year in accordance with the policy, and will report all potential conflicts during the coming year. All potential conflicts are evaluated by the board to determine if a conflict actually exists. In those instances where the potential transaction is a conflict, the board examines the transaction and a vote is taken (with those involved recusing themselves) as to whether the organization will enter into the transaction.”

“Annually the board conducts a performance review and evaluation of the president/ceo. The review also establishes the individual's compensation for the following year. This process involves the evaluation of the individual and a review of compensation of comparable positions obtained from compensation surveys. The board's deliberation and decision is noted in the minutes of the meeting. The process described here was last completed in 2024.”

“The organization makes its governing documents (articles of incorporation and by-laws), its conflict of interest policy and financial statements available upon request. The organization will mail copies upon request or provide copies to those who come to the administrative offices during normal business hours. The organization charges for the copies in accordance with irs regulations.”