Pennsylvania Petroleum Association Inc

“There shall be two classes of membership - active and associate active members shall be convenience store operators, marketers, re-sellers or commission agents of gasoline, distillate and residual heating oil or other petroleum products and fuels, engaged in business in the commonwealth of pennsylvania associate members shall be such as shall be declared eligible for such membership from time to time by the board of directors such members shall have no vote nor right to participate in business meetings of the corporation”

“Members of the board of directors shall be chosen from the active members of the association. Bylaws may be enlarged, amended or replaced, in all or part by either of the following methods: by a two-thirds vote of the entire board of directors, or by a majority of the active members present at any regular or special meeting.”

“There are no committees with the authority to act on behalf of the governing body. Any actions required by a committee are approved by the board of directors.”

“The executive committee, including the board treasurer, review the draft 990 before finalizing.”

“Whenever any director has a conflict of interest with pennsylvania petroleum association, inc, he or she shall call such conflict to the attention of the board of directors. After identifying the issue, matter or transaction with respect to which a conflict exists, a director with a conflict shall withdraw from any further involvement in that issue, matter or transaction unless a majority of the disinterested directors shall determine that the conflict is (i) immaterial or not adverse to the interests of pennsylvania petroleum association, inc or (ii) the benefits of allowing the person with the conflict to participate in the discussion or consideration, but not the final decision, outweigh the dangers, in which case the person may participate in the discussion, study or consideration of the issue, matter or transaction, but not the final discussion or decision, it is the duty of each director to disclose any conflict of interest he or she is aware of to the board. A director who is uncertain as to whether he or she may have a conflict should ask the secretary for an opinion. The secretary shall issue a written opinion which shall be presumed to be correct and may be relied upon unless challenged by another director, in which case the final decision as to whether a conflict exists shall be made by the directors. The secretary shall advise board officers of each and every opinion issued. Opinions shall, to the extent possible, avoid the disclosure of personal information while, at the same time, disclosing the basis for the opinion. Copies of all opinions shall be retained by the secretary and made available to the board upon request to permit and encourage consistency. The minutes of the meeting at which the disclosure of any conflict is made shall reflect that the disclosure was made and whether the person with the conflict withdrew, after making full disclosure of the matter in question and the conflict, and was not present for the final discussion of the matter and any vote thereon.”

“The organization makes it governing documents, conflict of interest policy, and financial statements available upon request. The organization includes a copy of its financial statements with the state registration filed with the pennsylvania department of state, bureau of charitable organizations. These documents are a matter of public record and can be viewed at the bureau office.”

“The board of directors assumes responsibility for the oversight of the audit of its financial statements and selection of an independent accountant. This process has not changed from the previous year.”