American Bus Association

“The following bylaws are changed during the year: section 9. Any director may be removed either with or without cause, at any time, by the affirmative vote of a majority of the members of record of the association entitled to a vote, at a special meeting of the association called for the purpose; and the vacancy in the board caused by such removal may be filled by the members at such meeting. Any director may resign at any time by giving written notice of such resignation to the chair of the board, the secretary-treasurer, or the president/ceo of the association and such resignation shall take effect at the time specified in such notice. A) each seat held by a director on the aba board of directors is specific to that person as an individual member company representative, but is also governed by their company's membership status and membership eligibility, and is conditional on the company remaining a member in good standing. Any vacancy as a result of a director's removal or resignation will be filled by a vote of the membership through the annual election process; member companies may not substitute directors at the company's request. B) any director whose company's membership status changes (e.g. Transitioning from a non-fixed route bus operator to a tour operator that operates no vehicles; or transitioning from a tour operator to a travel industry attraction; or if the company is no longer an aba member) will be asked to resign from the board. Any director who does so resign as a result of the company's membership status change, and whose respective company remains in good standing as an aba member, may seek election for a new seat on the board under the appropriate membership category during the following year's election cycle. Article vii directors section 11. A) the executive committee shall consist of thirteen (13) directors: the chair of the board, who shall serve as the chair of the executive committee; the immediate past chair of the board; the vice chair of the board; the secretary-treasurer; the president/ceo; and, eight (8) additional members of the board. H) three (3) at-large seats on the executive committee shall be reserved for bus operator members, and one (1) at-large seat shall be reserved for a travel industry member. These at-large members of the executive committee shall serve for a term of two (2) years, and may be eligible for reelection to serve a maximum of three (3) consecutive terms, except that the travel industry member shall not be eligible for reelection to consecutive terms. If for any reason any such member of the executive committee is unable to complete their term, the board of directors shall elect a replacement to complete the unexpired term.”

“Aba represents approximately 1,000 motorcoach and tour companies in the united states and canada. Its members operate charter, tour, regular route, airport express, special operations and contract services (commuter, school, transit). Another 2,800 member organizations represent the travel and tourism industry and suppliers of bus products and services who work in partnership with the north american motorcoach industry.”

“The association's membership votes during the annual meeting.”

“On occasion, there are special items that are considered by the board at the board's discretion that may require vote of approval from the membership. If it is determined that the membership should vote on these special items, then a special meeting shall be called. With respect to each annual or special meeting called by the board of directors, the board shall determine the class or classes of members eligible to attend. Written or printed notice of each annual or special meeting of the association stating the time, place and object thereof, shall be given to each eligible member in good standing as shown by the records of the secretary of the association by such methods as allowed by law at least thirty (30) days before the date on which the meeting is to be held. No publication of any notice of a meeting of the association shall be required. If any member shall sign a written waiver of notice of any meeting, either before or after the meeting, such waiver shall be deemed equivalent to notice. All eligible members in good standing, present at any annual meeting or special meeting, shall be entitled to vote. At all meetings of the association, the presence of one-tenth of the eligible votes shall constitute a quorum for the transaction of business. If such quorum shall not be present, the members entitled to vote thereat, represented in person, and shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, or until a quorum shall be represented. At such adjourned meetings at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.”

“Aba does not provide a copy of the full form 990 to its board for review prior to filing. Aba has quarterly board meetings and provides access to all of the information that is incorporated into the final form 990 including such information as employee compensation, insurance policies, and audited financial statements at each meeting. The board has full access to the final form 990 following its filing as does every member of the public.”

“Board members are reminded of the conflict of interest in place at the organization and are required to disclose of any potential conflicts during board meetings held three times per year.”

“On average a compensation consultant is hired every two years to perform a compensation schedule to determine if what the association is paying is competitive. The executive committee reviews the outcome to determine if adjustments are required.”

“Financial statements, conflict of interest policy and governing documents are available upon request for the same period of disclosure as set forth in section 6104(d).”

“The process for overseeing the audit of the financial statements and selection of an independent accountant that audited the financial statements has been consistent with prior years.”