Iowa Soybean Association

“Regular members - any actual producer of soybeans in iowa who consents to membership. Regular members pay no dues. Policy members - any regular member who pays dues as fixed by the board shall be a policy member and may vote on policy resolutions and serve as a voting delegate. Associate member - nonvoting member who is not an actual producer of soybeans.”

“All soybean producers, whether or not a member of the iowa soybean association, shall be entitled to vote in the election of directors.”

“All board memebers will recieve a copy of the 990 for their review. The executive committee will review the 990 in detail.”

“On an annual basis the board is required to complete a form listing all potential conflicts. If the board wishes to discuss a contract or other proposed action involving a director or entity in which the director has a personal interest, the board shall strictly adhere to the following policy: a) the interested director must fully disclose to the board the director's personal interest in the proposal, b) the interested director may explain the benefits of the proposal to the board and participate in some discussion of the proposal. However, the director must then leave the meeting to allow the remaining directors to discuss the porposal without the presence of the interested director, c) the interested director shall not be eligible to vote in regard to any aspect of the proposal, d) the board must consider whether the proposal is fair and reasonable to the iowa soybean association, and must consider the proposed relationship objective as if the interested director would not benefit from the relationship. The board shall avoid all appearances of impropriety. Ex officios must abide by this same policy. An annual review is also conducted by 3 disinterested persons who are familiar with the on-farm projects to determine whether there is any conflict of interest with any director participating in the iowa soybean association on-farm demonstrations or research projects.”

“In setting the compensation of the executive officer or any key employee, the iowa soybean association will operate pursuant to the following procedure: the compensation package will be determined by the full iowa soybean association executive committee and reported to the entire board in executive session. The compensation package will include cash and non-cash compensation of all kinds. Either the full board or a committee thereof will first conduct a thorough evaluation of the employee's performance. The executive committee will obtain comparability data before fixing the compensation. Comparability data includes compensation levels paid by similarly situated organizations for functionally comparable positions. Relevant data will aslo include similar positions in the united states, independent surveys by nationally recognized firmts, and written offers competing for the services of the staffer in question. The executive committee will document the decision reached and the rationale for it, and then maintain those records for 5 years.”

“Documents are available to the public upon requrest.”

“Equity in net loss of subsidiary -8,778.”