Smart Manufacturing Leadership Consortium

“The executive committee shall consist of the chair, vice chair, and three other directors elected by the affirmative vote a majority of the directors then in office. The chair shall serve as the chair of the executive committee. The executive committee shall, during the intervals between meetings of the board, possess and exercise the full powers of the board, except if, and to the extent that, such powers are specifically reserved to the board by the act, the articles of incorporation or these bylaws, or by a resolution of the board.”

“Any corporation, partnership, joint venture, university, government laboratory, independent consultant, or other business organization, regardless of its place of incorporation and/or the location of its offices and operations, that is engaged in the development, manufacture, or implementation of smart manufacturing technologies, materials or products, or engaged in the commercialization, sale or use of products or processes incorporating smart manufacturing technologies, materials or products, shall be eligible to apply to the smlc as a board member, a project associate, or an associate, and hereinafter defined (collectively "membership"). Each board member shall be entitled to (a) designate a representative and an alternate representative to attend and vote at meetings of the smlc membership, (b) to have its representative (or alternate representative) serve as a director on the smlc board; (c) participate as voting member on board committees, advisory committees and working groups; (d) participate in projects organized and funded through the smlc, including, but not limited to, the preparation and execution of proposals, and the development and pilot testing of emerging technologies; (e) receive a non-exclusive right to use any intellectual property first created or developed in the course of projects organized and funded through the smlc; (f) access smlc reports, research papers, general documentation and strategic documents; and (g) attend smlc workshops, symposia and networking events at reduced member rates. Each project associate ("pa") shall be entitled to (a) participate as a non-voting observer on board committees; (b) participate as voting member on advisory committees and working groups; (c) participate in projects organized and funded through the smlc, including, but not limited to, the preparation and execution of proposals, and the development and pilot testing of emerging technologies; (d) receive a non-exclusive right to use any intellectual property first created or developed in the course of projects organized and funded through the smlc; (e) access smlc reports, research papers, general documentation and strategic documents; and (f) attend smlc workshops, symposia and networking events at reduced rates. Each associate shall be entitled to (a) participate as a non-voting observer on board committees; (b) access smlc reports, research papers, general documentation and strategic documents; and (c) attend smlc workshops, symposia and networking events at reduced rates.”

“The smlc executive committee and the chief executive officer (ceo) reviews the 990 before it is submitted to the irs. The treasurer representative will brief the executive committee and ceo on the 990, answer any questions, and modify the 990 as needed. The 990 is then submitted to the irs.”

“Smlc follows the cooperative agreement for the disregarded entity, sme llc dba cesmii. A coi will be deemed to exist whenever a covered person is in the position to approve or influence cesmii policies or actions which involve or could ultimately harm or benefit financially: a) the covered person b) any family member of a covered person (spouse or domestic partner, grandparents, parents, children, grandchildren, brothers or sisters (whether whole or half-blood), and spouses or domestic partners of these individuals) (each, a "family member") c) any organization in which the covered person or a family member is a director, trustee, officer, member, partner, employee, or holds more than 10% of the total (combined) voting power d) any entity, employer or person for whom the covered person has within the last year served as an officer, director, trustee, general partner, agent, attorney, consultant, contractor, or employee. For the purposes of this coi, a "covered person" shall include: 1. Officers and employees of cesmii, including employees and officers that are employees of other organizations but acting by agreement as cesmii employees; 2. Member representatives including but not limited to members of the governance board, the technical standing committee, the business standing committee, the outreach standing committee, 3. Member representatives including those serving on cesmii advisory committees, including but not limited to: intellectual property; smart manufacturing platform; manufacturing extension programs/industrial assessment centers; and, national associations council, and state energy directors, 4. Member representatives serving as evaluators for cesmii roadmap and application projects, 5. Regional manufacturing center (rmc) directors, and rmc co-directors, and 6. Such other classes of persons identified by the cesmii chief executive officer (the"ceo"). A member of cesmii is not, as merely a member, considered a covered person for purposes of this plan. A significant coi will be deemed to exist when conflicts are disclosed involving key personnel, governance board members, persons involved in project reviews and/or persons involved in a procurement action over $25,000. Also, procurements involving smlc will be deemed to be a significant coi. A mitigation plan for these significant conflicts must be created. Key personnel for cesmii are: ceo, coo, cto, vp regional operations, vp sm solutions, vp workforce development/outreach, vp membership and rmc directors and co-directors. As a condition of the u.s. Department of energy (the doe) funding of cesmii, cesmii shall promptly notify doe within three business (3) days of any significant coi issues. Covered person shall disclose a coi in connection with the completion of his or her annual disclosure statement and, in any case: a) prior to voting on or otherwise discharging his or her duties with respect to any matter involving the coi which comes before the cesmii governance board, any standing committee, any advisory committee, and any evaluation board established for the review of roadmap or application projects; b) prior to entering into any contract or transaction on behalf of cesmii involving the coi c) as soon as possible after the covered person learns of a coi. The compliance manager, working with the cesmii human resources staff, shall require annually the submission of a disclosure statement from all covered persons that discloses all potential and actual conflicts of interests as defined in this plan. The compliance manager may require submission of such a disclosure statement more frequently than annually from select individuals or the entire class of covered person as the situation dictates. Mitigation plans will be required for all "significant conflicts of interests". All mitigation plans must be approved by the coo within twenty (20) business days of receipt of the disclosure statement by the compliance manager. All mitigations plans for significant confl”

“An analysis of ceo compensation for non-profits at both the national and regional area (los angeles) was prepared for smlc by missionwell, an hr firm. The analysis showed that as the revenue of an organization increases, the compensation of the ceo grows proportionally. Also, ceo salaries in the los angeles market tend to be higher than the national average, which can reach disparities of 37%-40%, depending on the annual revenue of the organization. Based on the analysis and with counsel from missionwell, the smlc ceo proposed a compensation package for the cesmii ceo to the smlc executive committee. It was reviewed and discussed with the executive committee and adjusted as needed. The smlc ceo is a hired independent contractor. A minor monthly fee was negotiated with the smlc executive committee that was consistent with the smlc budget availability. Smlc ceo also serves as an independent consultant to cesmii, a disregarded entity of smlc. Therefore, ceo's compensation reflects both consulting services to cesmii and ceo services to smlc.”

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

“Smlc began implementation of the department of energy cooperative agreement for the clean energy smart manufacturing innovation institute (cesmii).”

“Smlc established a llc called smart manufacturing energy llc (sme llc) to execute the cooperative agreement with doe to operate the clean energy smart manufacturing innovation institute (cesmii).”

“Consulting fees 118,534. Roadmap development support 158,554. Hr & recruting consulting 106,504. Contract management support 86,804. Membership consulting 41,940. It consulting & development 14,791. Graphical design services 3,846. Market research 1,489. Payroll processing fees 828.”