Peak Reliability

“The organization's governing documents changed during the year as follows: (1) extended directors' terms to four years (vs. Three) with staggered, alternate year expirations. (2) consistent with the four year term structure, memorialized that board elections will be held every other year during odd numbered years. (3) clarified that a director not seeking reelection could serve on the peak nominating committee. (4) clarified one year term cycle of board chair and vice chair. (5) modified the methods for membership voting to expressly allow advance ballots, consistent with utah law. (6) clarified notice requirements and conditions for closed session meetings. (7) clarified requirements for director and director candidate disclosure statements. (8) nonsubstantive cleanup changes to improve clarity by fixing typos, removing misplaced words or adding missing modifiers.”

“Membership in peak is voluntary. Any organization may become a member of peak as long as eligibility criteria have been met as outlined in the bylaws. There are 5 voting classes of members based upon the activities of the member organization. These members of peak have the right to elect and remove directors, amend bylaws and to review and rescind any board amendment of the bylaws as well as the right to attend and participate in meetings and committees.”

“Only peak reliability members in classes 1, 2, 3, 4, and 5 have the right to elect and remove directors at annual meetings. At the annual member class meetings, these voting members vote to elect a director for each opening pursuant to the procedures set forth in section 6 of peak's bylaws, except that in director elections, each member shall have one vote per opening that can be cast positive or negative. Each candidate must receive a simple majority positive vote of the membership, as well as a simple majority positive vote of the members of four (4) of the five (5) member classes (classes 1-5), to be successfully elected to the board.”

“Pursuant to peak bylaws section 3.13.2, certain delegations of authority by peak's board of directors are subject to appeal by peak's membership upon petition filed with the corporate secretary by a simple majority of the membership, however, such appeals are to the peak board. Additionally, peak's board may not amend certain provisions of peak's bylaws (sections 1, 3, 5.2.1, 5.10, 8.3, 16, and any other sections as required pursuant to utah law), without such amendment(s) first being approved by peak's membership.”

“The return is prepared by the tax preparer, the director of finance & accounting reviews for completeness and any necessary changes are made, and a copy is provided to the president & ceo for review prior to filing.”

“Peak reliability has both a standards of conduct for the members of the peak reliability board of directors and peak's officers and employees. These standards of conduct are respectively appendices a and b to peak's bylaws. Peak's directors submit disclosures statements annually or as necessary indicating any applicable financial holdings that may cause a conflict or certifying that no such conflict exists. Peak reliability officers and employees are required to report any potential conflicts to peak reliability's chief executive officer, general counsel and, possibly, the director of human resources depending on the nature of the conflict. Generally speaking, peak reliability directors must avoid or disclose as necessary any potential conflicts between the director's own interest and that of peak reliability. Peak reliability officers and employees must avoid potential or actual conflicts between the officer's or employee's interest and the organizations and disclose any such conflicts as such conflicts arise rather than on a periodic basis. Peak reliability monitors and enforces compliance based on disclosures from its directors and officers and employees consistent with the respective standards of conduct.”

“Pursuant to peak reliability's bylaws section 11.2.2, peak reliability's ceo is employed by peak reliability's board and will serve at its pleasure. Additionally, the ceo's contract of employment permits the board to dismiss the ceo at its discretion, without having to demonstrate cause or good reason. Accordingly, the process for determining the ceo's compensation is a direct negotiation with peak reliability's board of directors. The board of directors is the point of approval for any officer level employee's salary. Ceo and officer/key employee compensation has also been determined with the aid of compensation survey comparability data.”

“Peak reliability's conflict of interest policies are embodied in the appendices to peak reliability's bylaws which are publicly available at www.peakrc.com. Further governing documents are posted on www.peakrc.com. Financial statements are available upon request.”

“Addresses of individuals who cannot be reached at the organization's mailing address are available upon request.”