United States Agricultural Export

“The organization engaged the services of ag management solutions, llc, to manage the business affairs of the organization and to provide the organization with management assistance for its programs.”

“Voting members in the council shall be limited to non-profit organizations which are engaged in activities parallel to the aforesaid purposes of the council; and which have direct operating (active) project agreements and/or contracts with the foreign agricultural service of the u.s. Department of agriculture designated as 'market development'. Associate, non-voting membership in the council may be granted by the board of directors to other agricultural organizations which have a major interest in the export of agricultural products or may be eligible to enter into 'market development' contracts with fas/usda. Allied, non-voting membership in the council may be granted by the board of directors to those organizations that perform tasks (non-fas reimbursable) on behalf of any full member and these tasks comprise the majority of their work. Affiliate, non-voting, non-board membership in the council to be determined annually by the board of directors for those organizations that provide market development services (fas reimbursable).”

“The organization is governed by a board of directors, composed of one (1) representative from each of the cooperator member organizations. Each voting member of the council shall have the right to appoint one (1) individual to the board of directors. The board of directors oversees the council and annually elects its officers and executive committee.”

“Voting representation is based on the level of membership. Cooperator members, limited to non-profit organizations which are engaged in activities parallel to the purposes of the council and which have direct (active) project agreements with the usda's foreign agricultural service (fas), may vote on the board of directors' deliberations. At all meetings, each voting member shall have one vote and may take part and vote in person only. Any business transacted with the quorum shall be valid, providing it is affirmatively passed upon by a majority of those present. Thirty-three percent (33%) of the voting membership individually represented at any meeting shall constitute a quorum, and in case there be less than this number, the presiding officer may recess the meeting from time to time until such future date and time that a quorum is present. Only a director or a designee from his/her organization may exercise the voting rights of a director. Voting rights of a director shall not be delegated to another member, nor exercised by a proxy. The executive committee may exercise the powers of the board of directors when the board of directors is not in session, reporting to the board of directors at its succeeding meeting any action taken.”

“The form 990 is reviewed by the officers of the board of directors before being filed with the irs.”

“Executive director has a contract with the united states agricultural export development council through ag management solutions, llc (ams llc) of which she is the managing member. This contract is reviewed annually by the executive committee which determines whether or not to renew it. The following language within that contract addresses usaedc's conflict of interest policy: a. Ams llc shall not engage in any work or activity on behalf of any new client without the prior written consent of the officers and executive committee of usaedc. Ams llc shall provide written notice to the usaedc chair of the prospective client and the general nature of ams llc's proposed engagement on behalf of the prospective client to enable usaedc to assess whether it is in the best interests of usaedc to approve such work, which approval shall be in usaedc's sole discretion. B. At all times and in all circumstances, ams llc shall owe usaedc a duty of loyalty. Ams llc shall not seek or accept any engagement or business for her own benefit that is presented to ams llc in her capacity as representative of usaedc. It is ams llc's understanding that usaedc may respond to such inquiries with a list of providers of the services the inquiring party seeks, but usaedc shall have no obligation to identify ams llc or respond in a particular manner. If usaedc's response identifies ams llc as a potential service provider and usaedc provides consent to ams llc, ams llc may act on the potential business as she would in other circumstances. In doing so, ams llc will make clear to any potential busienss she contacts that usaedc is a client.”

“All documents are available upon request.”