Independent Cimema Alliance

“E. Election of Directors (1) In suitable advance of the election date, the ICA will solicit from all Members nominations for open Board seats. Members may nominate themselves or any other Member in good standing. Members may nominate up to the number of Directors to be elected that election cycle.”

“All business that may be conducted by the Members will be conducted by majority vote at membership meetings as described herein or by votes scheduled by the Board of Directors with notice consistent with a membership meeting. For actual membership meetings, votes may be cast in person, or by polling or proxy as detailed herein.”

“Directors will review the form 990 and provide copy of return to members prior to filing return”

“(3) Directors will serve without pay and never seek to derive unfair profit or gain from the ICA or any entity owned and/or managed by the ICA. Directors may be reimbursed for expenses incurred, as determined by the Board of Directors. A Director may serve the ICA or any entity owned and/or managed by the ICA in a professional capacity and be compensated for such service. (4) Directors will discharge their duties, including any duties as committee members, in good faith, with ordinary care (duty of care), and in a manner they reasonably believe to be in the best interest of the ICA (duty of loyalty).”

“The Board of Directors may adopt a resolution providing for payment to committee members for authorized expenses of attendance, if any, at any event or meeting of the committee. A committee or task force member may serve the ICA (or an ICA-managed or -owned entity) in any other capacity and receive reasonable compensation for his or her services.”

“The Board of Directors may adopt a resolution providing for payment in any other capacity and receive reasonable compensation for his or her services.”

“Person may inspect or receive copies if the person (1) serves a written request upon the ICA, specifically identifying which documents it wishes to review; (2) states a proper purpose related to the persons interest in the ICA. The Board of Directors may establish reasonable fees for copying the ICAs books and records. The fees may cover the cost of materials and labor but must be reasonable.”

“Rounding”

“Contract Labor 15,455 Professional Fees 1,000”