Fuels Institute

“All corporate powers shall be exercised by, or under the authority of, and the business of the corporation shall be managed under the direction of the board. Directors need not be residents of the commonwealth of virginia. The number of directors constituting the entire board shall be between 3 and 11. The number of directors may be increased or decreased from time to time by the board. No decrease in the number of directors shall have the effect of shortening the term of any incumbent director. The initial board shall consist of those persons named in the articles of incorporation. Directors shall serve concurrently on the board of advisors and the board of directors. The board of directors shall consist of up to 6 individuals who are appointed by the national association of convenience stores (nacs) ("appointed directors"), and up to 5 individuals ("independent directors"), selected from the board of advisors, from the following categories: traditional energy producers, alternative/renewable energy producers, auto manufacturers, public interest groups, and other relevant stakeholder groups. Other than the initial board of directors, the number of appointed directors shall not exceed 60% of the board of directors. The slate of candidates for independent director positions shall be selected by the nacs nominating committee until such time as the nominating committee of the fuels institute is established in accordance with section 5.03. At each annual meeting of the board, the directors then in office shall vote on the slate presented by the nominating committee. The term of office for each director shall be two years with a maximum number of three consecutive terms. For purposes of this paragraph and section 5.01, a "first regular meeting" means any regular meeting that is the first regular meeting to occur in a given calendar year. A "subsequent regular meeting" means any regular meeting that is not a first regular meeting. By way of illustration, the board of directors typically holds two regular meetings in each calendar year: one first regular meeting followed by one subsequent regular meeting. If the initial regular meeting occurring during the term of a director is a first regular meeting, then such director's term shall be deemed to expire on december 31st of the calendar year immediately following the calendar year of such first regular meeting. If, instead, such initial regular meeting is a subsequent regular meeting, then such director's term shall be deemed to expire on december 31st of the calendar year which is two years after the calendar year of such subsequent regular meeting. Notwithstanding anything to the contrary in the foregoing, each director shall hold office until his or her successor has been elected and qualified. A vacancy occurring on the board as a result of any newly-created directorship or the death, resignation, retirement, incapacity, disqualification or removal of an elected director shall be filled by the board, based on the recommendation of the nominating committee. Nacs shall appoint a replacement for any previously appointed director. A director elected to fill a vacancy shall hold office until the end of the unexpired term of such director's predecessor and until his or her successor has been elected and qualified. A director may be removed, with or without cause, at any time by a vote of at least 60 percent of the directors then in office (excluding the subject director) at a meeting of the board, provided notice for the meeting includes this purpose. Unless a greater proportion is required by law or by the articles of incorporation or these bylaws, at least 60 percent of directors then in office, including at least one independent director, shall constitute a quorum for the transaction of business. Except as otherwise provided by law or by the articles of incorporation or these bylaws, the vote of a majority of the directors present at a meeting at which a quorum is present shall const”

“The organization distributes the draft electronically to the board of directors.”

“Conflict of interest policy: the board of directors shall adopt and at all times follow a conflict of interest policy to protect the corporation's interest. Duty to disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of his or her financial interest and must be given the opportunity to disclose all material facts to the directors and members of committees with board delegated powers considering the proposed transaction or arrangement. The conflict of interest policy is restated at the beginning of every board of advisors and board of directors meeting.”

“On an annual basis, a compensation committee uses third party compensation surveys to ensure the compensation is reasonable relative to market and makes periodic adjustments as necessary based on this analysis.”

“The governing documents, conflict of interest policy, and financial statements are made available to the public upon request.”

“The audit oversight and selection of an independent accountant function is served by the nacs audit committee.”