Terralex Inc

“Since the organization's last Form 990 filing, the Board of Directors ratified the following changes to the organization's governing documents: Bylaw 4.02: Capitalized "Corporation" in line 4. Bylaws: Shortened the title from Chief Business Officer/Executive Director to "Chief Business Officer," everywhere it appears. Bylaws 5.09: In the last sentence, changed "Chief Executive Officer" of the Nomination and Governance Committee to "Chair" of that Committee. Bylaws 8.01: Clarified in first sentence that the Corporation's books and records will be kept at the principal office. Bylaws Article XI: Corrected two-thirds (2/3s) to read "a majority." Handbook: Modified Sections 2.2 and 2.3 to better describe responsibilities for staff management and compensation. Handbook: Shortened the title from Chief Business Officer/Executive Director to "Chief Business Officer," everywhere it appears. And changes in the 4:03 section regarding the election/term of a director: Section 4.03 Election and Term. Directors shall be elected from the Member Representatives and upon recommendation of the Nomination and Governance Committee by majority vote of the Board of Directors. Terms for Directors shall be a single term of three (3) years unless a majority of the Board of Directors determines that it is in the best interest of the Corporation that a Director serve one or more additional terms, provided, however, that no Director shall serve more than twelve (12) consecutive years. Each Director shall serve until the election of his or her successor at the Fall annual meeting of the Board of Directors as provided herein. Each successor Director shall be elected by a majority of the then serving Directors immediately prior to such successor Director's election. The Board may establish the requirements for Directors, including for emeritus or lifetime directors, and policies regarding the composition of the Board of Directors, including staggered terms, so long as those requirements and policies are not inconsistent with the Articles of Incorporation or these Bylaws. Section 4.04. Term. Each Director will serve for a term of one (1) year, and until a successor is elected and qualified, or until the Director has resigned, died, become incapacitated, or been removed. Incumbent Directors are eligible for re-election, but no Director will serve for more than ten (10) one year terms, unless he or she is the Chairman. Notwithstanding the terms limit in the previous sentence, any Director serving at the time this provision is added to the Code of By-Laws (which was October 18, 2002) may serve the remainder of his or her current term and up to three (3) additional one-year terms, if he or she is nominated, elected and qualified.”

“The organization represents the interests of a worldwide network of law firms and each participating law firm is considered a member.”

“The members elect Directors at one Global Meeting annually.”

“Each member has the right to cast one vote on matters to be voted upon by the members.”

“The return is reviewed by the Chief Business Officer and the Chair. The return is then shared with the entire Board of Directors prior to filing.”

“Whenever possible, the management of the organization solicits several alternative proposals on any significant expenditure, including hotel meeting contracts, destination management contracts, printing etc. The staff manager responsible for the assignment, as well as the Chief Business Officer, reviews all bids to determine the best fit. Any expenditures above $10,000 are also reviewed by the Chair.”

“In 2011 a Human Resources consultant originally retained by the compensation committee reviewed compensation, advised on compensation ranges for each staff position and advised on current levels of compensation. The review included a comparision with similar job titles in the geographic region. In each subsequent year, we acquire industry research on salaries for comparable roles, as well as market changes to determine appropriate compensation changes.”

“Documents are made available upon request by e-mail or regular mail.”