GPS Innovation Alliance

“Three board members have a business relationship with three others, as they work for the same companies and each are a director, trustee, officer or greater than 10% owner of the company.”

“The alliance delegated control over management duties to management companies, mike international, llc and heather mcnatt hennessey, llc. Mike international was paid $150,0000 and heather mcnatt hennessey was paid $99,996 in 2016 to handle the day-to-day operations of the organization; coordinate and correspond with vendors and others; maintain the books and records of the organizations and all other matters as directed by the board of directors.”

“The bylaws provide for two classes of members: principal members and regular members. The members are corporations of other entities; the directors are individuals named by the members. (each principal member names two individuals as board members). When the alliance takes action that requires the approval of both of the members and the board under the governance documents (e.g., amendment of the articles of incorporation), evidence of approval by both the members and the board is required.”

“The bylaws provide for two classes of members: principal members and regular members. The members are corporations of other entities; the directors are individuals named by the members. (each principal member names two individuals as board members). When the alliance takes action that requires the approval of both of the members and the board under the governance documents (e.g., amendment of the articles of incorporation), evidence of approval by both the members and the board is required.”

“The bylaws provide for two classes of members: principal members and regular members. The members are corporations of other entities; the directors are individuals named by the members. (each principal member names two individuals as board members). When the alliance takes action that requires the approval of both of the members and the board under the governance documents (e.g., amendment of the articles of incorporation), evidence of approval by both the members and the board is required.”

“Form 990 is prepared by the alliance's accountant in consultation with the alliance's executive director and then circulated to the alliance's officers (each of whom is a member of the alliance's board of directors) for review.”

“The alliance bylaws provide that any member may recuse himself from participation in any specific alliance activities and/or issue in which a conflict of interest arises. In addition, the board of directors is small and members work closely together and would be aware of many conflicts of interest. The board of directors, upon information known to it by any source, may also require recusal on specific issues or specific activities by any member. We have never had an instance where such conflicts have been identified or recusal has been required.”

“The board of directors of the organization serve without compensation and no officer or key employee is paid for being an officer. The executive committee of the alliance, all of whom were board members, reviewed and approved the compensation of the executive directors. The compensation is for the duties of executive director and not as an officer or director of the organization.”

“Any relevant documents such as governing documents, financial statements, conflict of interest policy, expense reporting, and tax related filings such as form 990 are available at any time upon request to our office for discussion or review”

“Public relations/other consultancy(see also part vii-b) 432,297.”