Working Group on Legal Opinions

“The board of directors has established an audit committee comprised of three members of the board of directors (as voting members) and the president and the treasurer (each serving in a non-voting, ex officio role). The audit committee was established to (a) advise the board in general as to internal controls, risk oversight, financial reporting and legal and ethical compliance, and (b) exercise the authority of the board as to the following matters: (i) retention of an independent accountant for wglo; (ii) administration of the conflict of interest policy and whistleblower policy; (iii) authorization of the filing of any tax reports and returns; (iv) establishment of an investment policy and administration of that policy; (v) establishment of a records retention policy and administration of that policy; and (vi) establishment of a risk management policy (including insurance) and administration of that policy.”

“The corporation shall have three classes of members: class a members, class b members and the class c member. Each member shall be a legal entity and not a natural person. Class a members shall be law firms, and as a requirement for continuing membership in the corporation, the class a members shall pay annual assessments in such amounts as determined by the board from time to time. Class b members shall consist of other types of interested entities, other than a class a or class c member, as determined to be acceptable by the board from time to time. Class b members shall not be required to pay annual assessments for continuing membership; provided that tribar shall be a class b member; and provided, further that the board may terminate membership of any class b member if such class b members fails to participate in the activities of the corporation for twelve or more consecutive months. The class c member shall be the american bar association business law section, and the class c member shall not be required to pay annual assessments for continuing membership.”

“The president, the secretary, the treasurer, and all other officers elected by the board shall be elected at each biennial meeting of the board, beginning with the biennial meeting held october 2015. Such election shall be made by the affirmative vote of a majority of the directors present at the meeting at which a quorum is present. Each such officer shall hold office until his or her successor is elected and qualified or until such officer's earlier resignation, removal from office or death. Directors are elected or appointed for two-year terms, as follows: (i) the nine class a directors are elected for each term by the immediately preceding term's class a directors; (ii) the tribar opinion committee (a class b member) appoints one class b director and the remaining eight class b directors are elected by the immediately preceding term's class b directors (excluding the director appointed by tribar); and (iii) the american bar association business law section (the class c member) appoints all nine class c directors.”

“Members have the power under the charter to amend the bylaws with the approval of two-thirds of each class of members. In addition, tribar (a class b member) and the american bar association business law section (the sole class c member) have the exclusive right and power to appoint, fill vacancies, and remove their respective director-appointees. The power of members to elect or appoint and to remove directors as provided in the bylaws from time to time shall not be eliminated without (i) a majority vote of all of the members and (ii) a majority vote of each class of the members.”

“After approval by the audit committee, the board of directors will receive a copy of the form 990 for review prior to submission.”

“To ensure the corporation operates in a manner consistent with its purpose and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted by the board of directors of the corporation or appropriate committee thereof. The periodic reviews shall, at a minimum, include the following subjects: a. Whether compensation arrangements and benefits are reasonable, based on the result of arm's length bargaining and, to the extent the board of directors of the corporation or appropriate committee thereof determines it reasonable and appropriate given the amount of compensation or benefits provided or the nature of the employment, competent survey information; and b. Whether partnerships, joint venture and arrangements with management organizations conform to the corporation's written policies, are properly recorded, reflect reasonable investment or payment for goods and services, further the corporation's purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.”

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

“Prior period adjustment 638.”

“Wglo uses the modified cash basis for accounting.”