American Lightweight Materials Manufacturing Innovation Institute

“Edison welding institute, the ohio state university, and the university of michigan are the members of lift. Each member can vote on all matters to which a member is entitled to vote.”

“The organization's members have the power to appoint members of the governing body.”

“The board of directors shall have full authority to govern the affairs of the corporation except for powers which are reserved to the members by the articles and the act and the actions described in the following paragraphs. The following actions require the unanimous approval of the members: (i) amendment, modification or repeal of the articles or these bylaws, subject to article 13 hereof; (ii) merger or consolidation of the corporation with another entity; provided that the corporation may merge or consolidate only with or into any organization that is exempt from federal income tax under the code; (iii) sale, exchange, lease or other transfer of all or substantially all of the assets of the corporation other than in the ordinary course of business; (iv) approval of any agreement or arrangement, written or oral, between the corporation, on the one hand, and any member, director or officer of the corporation or affiliate thereof, or any other "disqualified person" (as defined in the code or any regulation thereunder); (v) incurrence, assumption or guarantee of any indebtedness or other borrowings; provided, however, that (1) the board of directors may authorize draws against established lines of credit consistent with the corporation's policies in that regard and the purposes of such credit lines; and (2) the board of directors may authorize the corporation to borrow from its members in accordance with any agreement among the members; (vi) adoption of annual capital and operating budgets and business plans; (vii) unbudgeted capital expenditures valued in excess of $100,000.00 or such other values as the members may establish from time to time; (viii) approval of any deviation from any schedule of capital contributions applicable to any member or any additional capital call, in each case subject to any written agreement among the members; (ix) dissolution of the corporation, subject to section 12.1 hereof; (x) addition of new members and creation of one or more new classes of members of the corporation; (xi) appointment of the voting and non-voting directors of the corporation; provided that in addition each of the members shall be entitled to appoint at least one of its employees or other agents as a voting director. The members shall unanimously agree from time to time on the number of voting directors they are entitled to appoint under this provision, and at all times the members shall appoint such voting directors in equal numbers (e.g., one each, two each, etc.); (xii) any transaction or other action to be entered into or taken by the corporation that would result, or could reasonably be expected to result, in the loss of the corporation's status as a nonprofit corporation under the act or the loss of the corporation's tax-exempt status. (xiii) such other approval powers of the members as are expressly provided hereunder; and (xiv) entering into any contract with the u.s. Government, and any activities not contemplated by or in connection with any such contract.”

“An outside accounting firm prepares the form 990, and lift's cfo and treasurer reviews the form 990. A copy of the form 990 is provided to the board prior to filing with the irs.”

“Every employee is required upon hire to review and sign the lift confidentiality policy. Lift consistently reviews its conflict of interest policy on an annual basis with each employee and requires them to disclose any new conflict of interest. With respect to the board and corporate officers, article 12 of the bylaws sets forth the written conflict of interest policy which has been in effect since the formation and organization of lift in 2014. In addition, the charter for the nominating and governance committee of the lift board sets forth the following as part of such committee's duties and responsibilities: review any conflicts of interest that may affect lift or any of its respective executive officers or board members. Reports to the board should be made to address any conflict of interest issue as recommended by the committee and deemed necessary by the chairman of lift. In the fall of 2018, each member of the board and each executive officer completed a conflict of interest questionnaire which was reviewed by such committee.”

“Lift's board reviews and approves the compensation of the executive director. The board compares the executive director's compensation to that of a similar position at a similar nonprofit organization. The board documents the compensation setting process in its meeting minutes. In the fall of 2018, the lift board established a compensation committee whose stated purpose is as follows: make recommendations to the board of directors with respect to the compensation of the ceo & executive director, as well as the other executive officers of lift who report directly to the ceo & executive director, plus any employee of lift whose total compensation equals or exceeds that of any of such direct reports.”

“Lift makes its governing documents, conflict of interest policy, and financial statements available to the public upon request, for the same period of time as set forth in the internal revenue code section 6104(d).”