Growth Energy

“Jeff broin and kyle gilley - business relationship”

“The corporation's members will comprise four classes: 1. Founding members: founding members consist of the two companies that appointed individuals to serve on the initial board of directors of the corporation named in the articles and that have committed to pay dues to the corporation of at least $500,000 per year. Subject to section 3.02(a), founding members have the right to appoint their respective chief executive officer or other senior executive employee to the board and have the right to vote to elect or remove other directors to or from the board. Founding members have no other voting rights as members. 2. Producer members: producer members consist of those members that: (i) produce in the united states for sale or distribution fuel ethanol in excess of 1 million gallons per year; (ii) execute a membership agreement and pay the dues required of producer members by the policies adopted by the board; and (iii) are approved as a producer member by the board. Producer members in good standing with the corporation have the right to vote only to elect or remove directors representing producer members to or from the board. Producer members have no other voting rights as members. 3. Associate members: associate members consist of those members that: (i) do not produce in the united states for sale or distribution fuel ethanol in excess of 1 million gallons per year; (ii) pay the dues required of associate members by the policies adopted by the board; (iii) are deemed by the board, in its discretion, to be engaged in a business activity with a sufficient nexus to the fuel ethanol industry; and (iv) are approved as an associate member by the board. Associate members do not have the right to vote as members. 4. Individual members: individual members consist of human beings that: (i) do not produce in the united states for sale or distribution fuel ethanol; (ii) pay the dues required of individual members by the policies adopted by the board (which dues shall be $15.00 per annum unless and until changed by the board); (iii) are deemed by the board, in its discretion, to support the fuel ethanol industry; and (iv) are approved as an individual member in accordance with the policies adopted by the board. The rights and benefits of individual members shall be limited to those specified from time to time by the board in its discretion; provided, however, that individual members shall in any event (a) not have the right to vote as members or to attend or participate in meetings of members (except as may be provided from time to time by the board in its discretion), and (b) not be considered "members" within the meaning of such term for any purpose or requirement under any provision (other than this section 2.01 and article viii of the bylaws or any provision of the act, including but not limited to any voting, notice or quorum requirement or other provision of these bylaws or the act. An individual member may resign its membership in the corporation by written notice to the corporation. If any individual member is deemed by the board, in its discretion, no longer to support the fuel ethanol industry, the corporation may terminate that individual member's membership in the corporation upon written notice to the individual member. If any individual member fails to pay dues or other amounts owed to the corporation within thirty (30) days after written notice thereof by the corporation, the corporation may terminate that individual member's membership in the corporation upon written notice to the individual member. Upon termination of membership, whether voluntary or compulsory, an individual member will not receive a refund of previously paid dues and will remain obligated to pay all amounts due through the date of te1mination."”

“Founding members may appoint their respective ceo's or other senior executive employee to the board of directors. Founding members also have the right to vote to elect or remove other directors from the board. Producer members in good standing have the right to vote to elect or remove directors representing producer members to or from the board. Members have no other voting rights as members.”

“There are no committees that have authority to act on behalf of the governing body.”

“A draft copy of the form 990 is delivered to the organization's controller. The controller along with the ceo perform a detail review of the draft form 990. A final draft is provided to the full board for their review prior to filing.”

“The organization's conflict of interest policy covers officers and employees. It is the responsibility of each covered person to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest to the chief operating officer and/or the controller, or, if an executive officer, to the board of directors, who shall be responsible for determining whether such transaction or relationship constitutes a conflict of interest. A record of all reports received will be provided to the audit committee each fiscal quarter.”

“In order to establish the compensation of the ceo, a committee of the board of directors compares ceo and other top management official salary data to similar organizations. The compensation is then approved by a board committee. Documentation of these decisions are kept at the principal executive office as well as copies of records of all proceedings of the board and board committees. This process was most recently undertaken in 2015. For other officers and key employees, a 3rd party consultant was contracted to benchmark all employee salaries to make sure they were within an appropriate range.”

“The organization makes its governing documents and financial statements available to the public upon request. The organization does not make its conflict of interest policy available to the public.”

“Bad debt expense -332,510.”