Unknown Organization

“The fieldbus foundation is comprised of member companies. When seeking to join the foundation, a prospective member completes an application and provides contact information for a primary contact, voting contact, marketing contact, technical contact, management contact and invoice contact. The membership application must be signed and accompanied by a purchase order or payment for the annual membership fee.”

“The fieldbus foundation has both voting and nonvoting membership classes. Each member in a voting class is entitled to one vote. "each voting member that is a juridical person shall designate in writing to the secretary a natural person to whom the corporation shall direct all correspondence and who shall have the power to represent, and vote on behalf of such voting member at all meetings and to sign on behalf of such voting member all votes, consents, waivers or proxy appointments (a voting representative"). Each voting member shall have one voting representative regardless of the number of affiliates listed on teh voting membership application form. The corporation, if acting in good faith, may accept the vote, consent, waiver, or proxy appointment of such voting representative and give it effect as the act of such member. No person other than a voting representative appointed pursuant to this section 2.01(c) shall have the right to vote or sign a consent, waiver, or proxy appointment on behalf of a voting member. In addition, each nonvoting member that is not a natural person shall designate in writing to the secretary a natural person to whom the corporation shall direct all correspondence. An appointment of a representative pursuant to this section 2.01(c) is revocable by the voting or nonvoting member that appointed such representative delivering to teh secretary a writing (i) stating that the appointment of such representative is revoked and (ii) designating a new representative.”

“The form 990 is prepared collaboratively with an outside accounting firm and reviewed by the manager of finance and administration for any errors or omissions prior to review and signature of the foundation's president. The return is available upon request to any board member who wishes to review.”

“Each year officers and board members receive a copy of the conflict of interest policy and are required to submit a disclosure form. In connection with any actual or possible conflicts of interest, an interested person must disclose the existence and nature of his or her financial interest or fiduciary responsibility and all material facts to the directors and members of committees with board-delegated powers considering the proposed transaction or arrangements, including whether the proposed transaction or arrangement would have a significant and substantially direct and immediate impact on the other party to the transaction or arrangement. An interested person may make a factual presentation at the board or committee meeting, but after such presentation, he or she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest. An interested person shall not actively participate in the discussion of, or vote on, the transaction or arrangement that results in the conflict of interest, either formally at a board or committee meeting or informally through contact with individual board or committee members. In addition, the interested person should not be counted in determining whether a quorum is present for the board or committee meeting at which the transaction or arrangement that results in the conflict of interest is to be voted upon. Approval or rejection of the transaction or arrangement that results in the conflict of interest shall be by simple majority of those members remaining at the meeting. All deliberations and decisions with respect to proposed transactions are documented in the board meeting minutes or as otherwise appropriate.”

“No officers other than the president & ceo and the treasurer receive compensation. The independent chairman of the board recommends any changes in ceo compensation from year-to-year. The president recommends any changes in treasurer compensation from year-to-year. Each year, financial and strategic performance goals are established at the beginning of the year for the ceo and the organization by the chairman. A performance review is conducted at the completion of each year to evaluate ceo performance against the annual goals. Other performance items are also reviewed; including market adoption rate, leadership skills, and hiring and development of staff. Comments from other board directors are solicited. Once the ceo performance has been evaluated, the chairman then recommends to the compensation committee any changes in ceo compensation from year-to-year based on comparable executive positions and from compensation data for senior executives within his own organization to ensure that changes are reasonable and commensurate with the responsibilities of the position and records the reasons for the recommened change. The compensation committee then approvees any change in compensation. The ceo receives a written performance evaluation every year.”

“The organization does not make its governing documents, conflict of interest policy, or financial statements available to the public.”

“Fdi cooperation, llc (the "company") was formed in july 2011 to develop international standards for fdi technology and to promote the development and implementation of such technology with tools and components to enable the integration of products of different manufacturers connected to systems of different manufacturers by so-called fdi packages into the systems. There is an executed fdi cooperation, llc limited liability company agreement (the "agreement") that governs the company. There are five organizations named as owners of the company that contributed specific licenses for fdi specifications and/or licenses for specific intellectual property as included in the agreement. Fieldbus foundation is one of the owners. There was no monetary contribution required. Each owner agreed that those nonmonetary contributions justified having each owner receive an equal ownership in the company. The company's term of existence is three years unless earlier terminated, dissolved or liquidated in accordance with the agreement. The owners expect that the company will manage its expenses and revenue so that it will not make any profit from year to year.”