Electronic Registration Information Center Inc.

“The Organizations bylaws were amended to eliminate the cap on the size of the Board of Directors by giving all members the right to appoint a representative to the Board. As a result, some decision-making authority was reallocated from the membership to the Board of Directors and other changes were made to align the bylaws with this new structure. In addition, the bylaws were amended to create a Finance Committee. Finally, Organizations Membership Agreement was revised to provide a mechanism for members to voluntarily request and Organization to provide voter participation reports.”

“All members of the Organization have a right but not the obligation to appoint a representative to the Board of Directors. This means a member may choose not to put a representative on the Board, and, as such, the size of the Board may or may not equal the size of the membership. Accordingly, the organization has a two-tiered governance model, meaning that some decisions are allocated to members and others to the Board of Directors. For example, the members and not the Board have the power to amend the bylaws.”

“The 2018 Form 990 was reviewed by the Executive Director, Board of Directors, legal counsel and an outside accountant.”

“Annually, Directors are required to complete a conflict of interest disclosure form. In accordance with ERICs conflict of interest policy, the Board, any committee thereof, and the Executive Director review disclosures of covered transactions, review covered transactions to determine if they meet the standard for approval, maintain documentation as may be necessary and appropriate to document the review of covered transactions, and, in the case of a committee or the Executive Director, report to the Board on any covered transaction approved. in accordance with the conflict of interest policy.”

“To determine the Executive Directors compensation, the Executive Committee of the Board conducts a performance review of the Executive Director and, in consultation with the Finance Committee, reviews comparability data and information from similar organizations from IRS Form 990s and a non-profit compensation report. This decision is documented contemporaneously in writing. The full Board is apprised of the Executive Committees review and determination and votes on the Organizations annual budget, including the Executive Directors compensation. The Executive Director, who is an ex officio, non-voting member of the Executive Committee and the Board recuses himself from all discussions relating to his compensation. The organization does not have any other compensated officers or key employees.”

“The organizations governing documents are available on its website. Other governing documents, including the conflict of interest policy, financial statements, and Form 1023 are available upon request.”