Mesa International Manufacturing Execution Systems Assoc

“The members elect the members of the governing body.”

“The members elect the members of the governing body (but not if the persons on the governing body are the organization's only members) or their delegates.”

“MESA's bylaws don't indicate specific items that are to be voted on by the membership other than electing the Board of Directors and otherwise provided by law. The members would also have to approve major decisions like a merger.”

“The Board of Directors of MESA, or a delegated committee will review and approve MESA's form 990 "Return of Organizational Exempt from Income Tax" and supporting schedules yearly before they are submitted to the IRS. If the review is conducted by a committee of the Board, the findings and approval relative to the review will be reported to the Board of Directors in an official meeting and the draft form 990 shall be distributed in electronic form to each director no less than 30 days prior to the meeting. In all cases, each Director, and any reviewing committee member, shall have an opportunity to review the draft form 990 and provide questions prior to submission to the IRS. Both the reviewing committee, if any, and the Board of Directors will record the results of the review, comments made and approval of the fnal Form 990 in minutes of the meeting in which the review took place.”

“All directors and officers are required to disclose conflicts if they arise in a timely manner in compliance with the written conflict of interest policy.”

“MESA makes it a regular practice to take time at board meetings annually to discuss types of hypothetical situations that could result in a conflict of interest, and then discusses how the board would manage that potential conflict by role-playing, so that when a true conflict arises the Board will be ready to handle it with more ease. Minutes of board meetings reflect when a board member discloses that she has a conflict of interest and how that interest was managed.”

“All the Board Members and Officers of MESA are voluntary and non-compensated. MESA is managed by an association management company and the key employee is listed under Part VII with the reportable compensation received from the management company. The officers of MESA review the outside management contract and use comparability data to determine the correct fees for services rendered.”

“All governing documents are made available to the public upon request as approved by the Board for submission to the public.”