National Mining Association

“Nma has an executive committee, which is comprised of the chair, four vice-chairs, president and five directors elected annually by the board of directors, with eight members representing producer members and two members representing manufacturers and services members. Subject to the foregoing requirement to elect directors representing the producer members, the directors shall be appointed in a manner that assures equal representation of four directors representing each producer membership class after accounting for the membership classes of the chair and four vice-chairs. Any vacancies shall be filled by the executive committee until the next meeting of the board. The executive committee shall have and may exercise all the powers of the board of directors during intervals between meetings of the board, except (i) to amend these bylaws, (ii) to amend or recommend to the members an amendment of the association's certificate of incorporation, (iii) adopt an agreement of merger or consolidation, (iv) approve or recommend to the members the sale, lease or exchange of all or substantially all of the association's assets, (v) recommend to the members the dissolution of the association or a revocation of a dissolution, or (vi) to take such other action as may be limited by law. The executive committee shall keep a record of all its actions and submit a report thereon to the board of directors.”

“Nma has two classes of membership: 1. Producer membership - any organization, corporation, partnership, company, or individual engaged in the mining and production of coal or minerals. Producer members shall be divided into two separate classes: (a) coal producer members, and (b) mineral producer members. 2. Manufacturers and services membership - any organization, corporation, partnership, company or individual engaged in the manufacture of mining machinery, equipment and supplies, mining related services, or closely associated with and interested in promoting the general welfare of the mining industry, but not engaged in mining.”

“The board of directors shall consist of directors selected by, and representing as classes, coal producer members, mineral producer members, manufacturers and services members. In addition, the president of the association serves as an ex officio member of the board of directors. Directors are elected by a majority vote at the annual meeting of the association.”

“Form 990 is provided to the audit & finance committee prior to filing. Form 990 is reviewed by senior management and general counsel, and any changes are communicated to the outside accountants prior to filing the return.”

“Association reviews all contracts and vendors for potential conflict of interest. All employment candidates are considered for potential conflicts also.”

“The organization utilizes a compensation consultant to perform a bi-annual compensation survey of comparable trade associations. National mining association's goal when setting salaries for all employees, is to have their compensation at the 75th percentile of comparable trade associations, utilizing the results from the survey. Furthermore, the president and ceo's salary is negotiated via contract with the following board members: chairman and vice chairman.”

“The organization does not generally make its governing documents and financial statements available to the public.”

“Fas 158 adjustment 49,616.”

“No changes from prior year.”