Avixa Inc

“Eligible membership in avixa shall be defined by the board of directors from the companies, institutions, and individuals that make up the audiovisual (av) communications industry, including commercial av companies and other organizations, and individuals with an interest in the av communications industry. Each voting member, through its designated contact, shall be entitled to cast one (1) vote on all matters submitted to a vote of the membership, and shall have the right to elect individuals to the board of directors, the secretary-treasurer, and to the leadership search committee. No other company or organizational personnel other than the designated contact, and no individual member, shall be eligible to vote. Affiliate (individual) members shall not have the right to vote. All members shall be eligible to join committees and councils of avixa.”

“The board of directors (hereafter board) shall consist of 12 individuals: a. The chair of the board of directors, vice chair, secretary-treasurer, leadership search committee chair, and four elected and four appointed directors. B. Directors shall take office january 1 and shall govern until december 31 of the final year of their term of office. Directors shall have a two-year term and may be re-elected or re-appointed for one additional consecutive two-year term. C. Officers shall take office on january 1 and their terms of office shall run until december 31, or until such offices are duly and legally filled. The board may alter officer terms. D. Four directors shall be elected for a two-year term by the voting members of avixa member companies and organizations. Four additional directors shall be appointed by the leadership search committee for a two-year term. Other than for officers, the terms of board members shall be staggered. E. The board may be made up of a maximum of two individuals who are not member companies or organizations. Of these two, a maximum of one may be a non-member. F. The board shall employ a chief executive officer to carry out its policies. The chief executive officer shall be a non-voting member of the board and serve at the pleasure of the board.”

“The affairs of the corporation shall be managed by a board of directors. Four members of the board of directors shall be elected by the voting members of the corporation; four members of the board of directors shall be appointed by the corporation's leadership search committee; and four members of the board of directors shall serve ex-officio by virtue of their positions of chair of the board of directors, vice chair, secretary-treasurer, and leadership search committee chair. Directors other than those serving ex-officio shall have a two-year term and may be re-elected or re-appointed for one additional consecutive two-year term. Appointed and elected directors' terms shall be staggered so that roughly one half of all non-ex-officio directors' terms expire each year.”

“In advance of a board meeting, the board of directors receives a draft of the form 990 for review. At the board meeting, the chief financial officer conducts a detailed review of the 990 and its contents and responds to any questions arising from the board's review of the 990. Alternatively, if the timing of the board meeting does not allow for a presentation of the form 990, the chief financial officer will share the draft form 990, along with an overview and explanation of the form 990, with the board of the directors via email. The cfo will then answer any related queries and seek the board of directors approval of the form 990 electronically.”

“Avixa monitors any disclosures from employees and volunteers of any conflict of interests with avixa and takes appropriate action for any conflicts that are not in compliance with avixa's conflict of interest policy.”

“The president of the board of directors performs an annual evaluation to review compensation of the chief executive officer. Prior to the execution or extension of chief executive officer's employment contract, the elected officers meet and evaluate the compensation of the chief executive officer. A detailed job analysis and other salary surveys, as prepared by a third party compensation consulting firm, are reviewed and used as benchmarking tools. A determination is made on the compensation of the chief executive officer. For the other key employees and officers of the organization, the chief executive officer reviews and evaluates their compensation on an annual basis and uses compensation tools, including benchmarking data, to determine compensation.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request (electronically or hard copy).”

“All joint venture agreements or similar arrangements, between avixa and outside parties must be reviewed and approved by legal counsel and the chief financial officer prior to execution. Legal counsel and the chief financial officer carefully review and consider any tax implications and/or impact on avixa's exempt status prior to approving. Approved contracts are submitted to the chief executive officer, chief global officer, or chief marketing officer for review and approval.”

“Remaining equity interest acquisition in subsidiary -9,941,173.”