New Orleans Convention & Visitors Bureau

“1.1 eligibility for admission. Any natural person, trust, limited liability company, partnership, corporation or other judicial person is eligible for admission as a member of the organization. 1.2 admission to membership. Admission to membership shall be by application in accordance with procedures from time to time approved by the board of directors and upon payment of dues assessed. The executive committee may deny admission to membership to any applicant that the committee reasonably believes to have interests that, on the whole, are not substantially aligned with the interests of the tourism, hospitality, special events, sports, entertainment, and other related industries in the parishes of orleans, jefferson, st. Bernard, st. Charles, st. Tammany, plaquemines or st. John the baptist (the "greater new orleans area"). 1.3 dues and assessments. The members shall be divided into such classes and series as are shown on exhibit a to these bylaws. The rights, privileges and obligations of members shall be identical in all respects other than (i) with respect to dues and assessments to which members of the respective classes and series are liable as specified in exhibit a and (ii) with respect to the membership benefits accorded basic and advance members (classes i and ii, respectively). The board of directors shall fix by resolution the amount, due dates and methods of payment of the dues and the assessments to be paid by the members to the organization. 1.4 affiliates. A person is eligible to be a member only for so long as all other entities that are (i) owned, controlled or managed by or under common ownership or management with the member and (ii) are engaged in operating one or more restaurants, hotels or other hospitality companies in the greater new orleans area ("affiliates") are members in good standing. For these purposes, "control" means the ability to influence management in the day-to-day operation of a business. This provision shall be construed to accomplish its principal purpose of assuring that all affiliated parties in a position to benefit from membership should be members in proportion to that potential benefit. All persons that are part of a group whose members share or appear likely to share marketing information with one another must be members if anyone of them is a member. For example, hotels and restaurants that are under common management shall be considered to be part of such a group and, therefore, to be affiliates; while hotels or restaurants operated as separate franchises under the same flag would not. 1.5 disciplinary procedures. The board of directors shall at all times maintain in effect a statement of disciplinary procedures concerning standards and procedures for imposition of sanctions, including suspension and expulsion, by the executive committee against members for nonpayment of dues and other acts and omissions the board identifies in the statement of disciplinary procedures as inimical to the interests of the organization or the industry. Unless the executive committee expressly provides otherwise, suspension or expulsion of a member shall automatically effect the suspension or expulsion, as the case may be, of all the member's affiliates. 1.6 reinstatement. The executive committee, in its discretion, may re-admit an expelled member at any time except that an expelled member and its affiliates shall be ineligible for re-admission for a two year period following expulsion in the following circumstances: (i) a member that has been expelled more than once for non-payment of dues or assessments and (ii) a member that has been expelled for any reason other than non-payment of dues. Re-admission shall be by application only and shall be governed by secion 1.2.”

“Voting. Each member in good standing is entitled to one vote. The members must vote by a ballot. A majority of the votes cast at any meeting at which a quorum is present shall suffice to constitute the approval or other action of the members.”

“Upon completion of the tax return by the auditing firm, a draft is submitted to new orleans & company for review. After a thorough review is completed internally and clearing of all questions and answers, the audit committee is convened. A draft of the tax return is then reviewed in depth with the audit committee prior to being filed. A draft of the tax return is sent to the full board for concurrence on recommendations from the audit committee and for their approval prior to filing.”

“Forms signed annually; members with potential conflicts are not allowed to vote on issues pertaining to their potentially conflicted area of interest.”

“Periodic surveys and comparable data obtained from a third party are used to establish compensation. See also schedule j part iii.”

“New orleans & company makes its governing documents and conflict of interest policy available to the public upon request, and their financial statements are public record and can be obtained through the louisiana legislative auditor.”

“The process has not changed from prior year.”