The Marcellus Shale Coalition

“In the oil and gas industry, it is likely that business relationships exist because directors of the organization may sit on multiple member companies owned or controlled by the same entity.”

“The organization has three classes of membership: "executive board members," "board members, and "associate members."”

“The members hold only the rights specified in the bylaws and no member, whether executive board, board member or associate, has the rights of a member under the pennsylvania nonprofit corporation law of 1988, as amended. Each executive board and board member has the right to appoint a director, as set forth in section 3.3 of the bylaws, and that director or his/her designee from within his/her company is eligible to vote on matters put before the coalition.”

“Form 990 was reviewed for filing by the president, treasurer of the board, vice president of finance and administration, and the audit committee. A complete copy of form 990 was provided to the board prior to filing.”

“Covered persons are required to disclose all actual and potential conflicts. If a conflict exists, the individual shall recuse him/herself from participating in any proceeding or voting on any transaction or arrangement involving the coalition in which he or she has a potential or actual conflict of interest, and shall not be present when any such vote is taken. Covered persons are required to disclose facts of every actual or potential conflict annually through the annual conflict of interest questionnaire.”

“A compensation study was conducted by a third party regarding officer compensation. Also, the personnel compensation committee reviewed and approved all officer and top management compensation.”

“The organization's form 990 and form 5500 is made available for public inspection upon request.”

“The organization's financial statements are audited by an independent accounting firm. In addition, the organization has a committee that assumes the responsibility for oversight of the audit of its financial statements and its selection of the independent accountant. This process has not changed from the prior year.”