Greater Pittsburgh Convention & Visitors Bureau Inc

“The bureau shall have such classes of membership with such privileges as the board of directors may determine from time to time. Members may be referred to in bureau literature as members or partners. Any business, civic, social or religious association, is eligible to apply for membership in the bureau. Application for membership must be made in writing on a special form provided for that purpose. The bureau may make such investigation into the character and standing of the applicant as it deems necessary or desirable and shall assess whether, in its judgment, the applicant will contribute to the purpose of the bureau and should be accepted into membership. The bureau may, in its discretion, elect to conduct such an investigation at the time of any annual renewal of membership. The board of directors may approve up to a maximum of 20 honorary members. Such honorary members shall be full voting members.”

“At least 30 days prior to the annual meeting of the members, the governance committee shall report to the board of directors those candidates it recommends for directors and officers and any other candidates for directors proposed by the membership in accordance with the procedure set forth below. The board of directors shall circulate the governance committee's report to the membership along with the notice of the annual meeting. Both the recommendations of the governance committee and the nominations from the membership for directors as described below shall be submitted to the vote of the membership at the annual meeting. Any member of the bureau may nominate any other member as a candidate for director by delivering to the secretary of the bureau at least 40 days prior to the annual meeting a written nomination accompanied by the signatures of at least 10% of the members of record as of 90 days prior to the date set for the annual meeting in support of the nomination and the written consent of the nominee. The secretary shall promptly deliver any proper nominations to the chairman of the nominating committee. The nomination procedures set forth in this section shall be the exclusive method for nominating individuals to serve as directors.”

“The governance committee shall consist of at least three persons appointed by the chairman. The governance committee shall be responsible for overseeing the manner in which the board governs the corporation. It shall prepare the slate of candidates for officers and directors in accordance with section 3.3. Making nominations, the governance committee shall consider whether the board of directors contains persons with the skills and knowledge necessary to oversee the corporation. The governance committee shall be responsible for planning any necessary or desirable board education. It shall monitor the corporation's implementation of its conflict of interest policy, perform regular assessments of board activity and monitor other policies affecting board operations. It shall review the annual disclosure documents provided by the officers and directors pursuant to the corporation's conflict of interest policy.”

“Posted on a secure website that board has access to”

“Conflict of interest: the bureau shall not be precluded from conducting business with any partnership, firm or company with which one or more directors are associated, provided any business relationship is established and maintained on an arm's length basis and subsequent provisions of this section are met. An actual or potential conflict of interest exists when any of the following exists: 1) an officer or director has an ownership or investment interest in or compensation relationship with an organization with which the corporation does or proposes to do business or an organization that competes with the corporation; or 2) an officer or director receives remuneration for performing services for the corporation and corporation is determining his or her remuneration; or 3) an officer or director serves as an officer or director or key employee of an organization that competes with or does business with the corporation. A conflict also exists when a similar circumstance exists with respect to a family member of a director or company 35% owned by a director and his or her family members. Annually, each director and officer shall complete a disclosure statement reflecting his or her interests. Directors shall act in a manner intended to further the best interests of the corporation. If at any time a director (i) has or may have a conflict of interest, or (ii) is unable to act in the best interests of the corporation on any issue because of a personal situation, employment, conflicting interest, or other reason, the director shall recuse himself or herself from voting on the subject and shall leave the room while the matter is discussed. Recusing himself or herself shall not prevent a director from participating in other activities or discussions where no conflict of interest exists. The board may approve a transaction that is the subject of a conflict only if it has determined (i) that the transaction or arrangement is in the corporation's best interest and for its own benefit, (ii) that it is fair and reasonable to the corporation and (iii) after exercising due diligence, the corporation would not obtain a more advantageous transaction with reasonable efforts under the circumstances. Where appropriate the board shall obtain comparable information to assist it in reaching such conclusions. The minutes of all meetings shall reflect (i) the names of the persons who disclosed any conflicts; (ii) the determination as to whether an actual or potential conflict of interest existed; (iii) the names of the persons who were present for discussions and votes relating to the transaction or arrangement; (iv) the content of the discussions, including any alternatives to the proposed transaction or arrangement and the basis for the determination of the board, including any comparability data; (v) the voting record, including any abstention from voting; and (vi) any action to be taken. Annually, the secretary of the corporation shall cause to be delivered to each director a questionnaire by which the director is required to disclose potential conflicts of interest. Any director who does not complete and submit the questionnaire within 30 days shall be given a second notice. Failure of the director to complete and deliver the questionnaire within 30 days of the date of the second notice shall constitute a resignation by the director. Upon the written request of the resigned director, the board of directors may act to reinstate the resigned director.”

“Independent market competitive survey and analysis using public and industry survey tools. Salary recommendations are sent to the executive committee for approval.”

“Available open upon request”