Association of American Railroads

“Organization's members: the aar bylaws describe two types of members: full members and special members. A.full member: any railroad organized under the laws of the united states or any state thereof and classified by the surface transportation board as a class i rail carrier is eligible to become a full member. Upon written application to and with the approval of the board, any other railroad or any switching or terminal company may be admitted as a full member. B.special member: upon written application to and with the approval of the board, any railroad organized under the laws of canada or mexico or any governmental subdivision thereof may be admitted as a special member.”

“Aar corporate documents allow for decisions to be approved by members to the extent provided by law. All matters are subject to approval in accordance with state/local law.”

“The form 990 is reviewed by the president prior to filing. Then a copy of the return is provided to each member of current governing body - via secure online link to pdf document. The directors are given an opportunity to review, discuss, and ask questions before the return is filed with the irs.”

“An annual written confirmation of compliance with the organization's conflict of interest policies is required from all aar employees and directors. The annual conflict of interest disclosures of employees are reviewed by the general counsel. Disclosures of the general counsel are reported to the ceo. In the event of an actual or potential conflict, aar would investigate and take appropriate action to avoid significant conflict. Such action would include that the conflicted person does not participate in the review, resolution process, or any deliberation/decision making related to the matter. Follow up actions are taken as needed by aar general counsel or the ceo.”

“Comparability data is prepared by an independent compensation consultant for executive (ceo and vice presidents) compensation. That information is provided annually to the organization's governance committee as part of its annual budget deliberations. Executive salaries are reviewed and any merit adjustments for that fiscal year are determined as part of the annual budgetary process. Contemporaneous minutes of governance committee meetings are maintained.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public to the extent required by law.”

“Consulting fees 10,443,668. Telecommunication service 200,279. Outside printing 73,998. Economic re-reg 543,703.”

“Unrecognized change, defined benefit plan obligations 3,724,601.”