Interstate Natural Gas Assn of America

“Through normal course of business, companies represented on the ingaa board are involved in various business activities such as service contracts, joint ventures, etc.”

“Natural gas pipeline companies (shall include any person, firm or corporation engaged in the pipeline transportation of natural gas in north america whose activities and interests are deemed by the board of directors to be consistent with the objectives of the association), shall be eligible for membership dues paying members have the right to vote at meetings of the members, through their accredited representatives.”

“According to article iv, section 3 of the bylaws of ingaa, each member of the association in good standing and eligible to vote shall be entitled to one (1) vote on all matters properly before the meeting of the members. The vote of any member of the association may be cast by its representative or proxy. Any such proxy must be furnished in writing. Any proxy may be revoked and withdrawn at any time by the member who conferred such proxy by so notifying, in writing, the president and the person to whom the proxy was originally given. No person other than a duly qualified member entitled to vote and in good standing or a person properly authorized to represent such a member can hold and exercise a proxy from any member of the association. Any action required or permitted to be taken at any meeting of members may, except as otherwise required by law or the certificate of incorporation, be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members entitled to vote thereon were present and voted, and the writing or writings are filed with the permanent records of the association. Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those members who have not consented in writing.”

“According to article vii of the bylaws of ingaa, the board may create one or more committees of the board ("board committees") that consist of one or more directors. The creation of a board committee, and appointment of directors to it, must be approved by a majority of all the directors then in office. The board may designate one or more directors as alternate members of any board committee, who may replace any absent or disqualified member at any meeting. Board committees shall have and may exercise all the powers and authority of the board in the management of the business and affairs of the association to the extent provided in the resolution of the board or in the bylaws; but no board committee shall have the power or authority in reference to: (a) amending the certificate of incorporation or bylaws, (b) adopting an agreement of merger or consolidation, (c) recommending to the members the sale, lease or exchange of all or substantially all of the association's assets, (d) recommending to the members a dissolution of the association or a revocation of a dissolution, (e) any other actions which require the approval of the board under applicable law or these bylaws, (f) filling vacancies in the board or any committee, (g) electing, appointing or removing any member of any committee or any director or officer, or (i) amending or repealing any resolution of the board. Each board committee shall keep minutes of its proceedings, and actions taken by a board committee shall be reported to the board.”

“An electronic version of form 990 is distributed to all board members prior to the board meeting for their review. Approval of the 990 is listed as an agenda item for the board meeting; after discussion, a motion was requested for permission to file the form 990 as written (or with approved changes) and passed by voice vote.”

“Ingaa has two conflict of interest policies. One policy applies to all ingaa employees and the other policy applies to key ingaa employees and members of the board of directors.”

“The president of ingaa provides the compensation committee with documentation supporting recommended base salary adjustments and recommended incentive compensation awards for staff based upon the overall performance of the organization measured against its annual board-approved action plan and the performance of individual executives measured against their annual goals. The committee also evaluates the performance of the president based on these criteria. The compensation committee makes a final decision on base salary and incentive compensation for the president and senior executives.”

“Interstate natural gas association of america does not make its governing documents, conflict of interest policy or financial statements available to the public. The association does, upon request, share financial statements with banks, insurance companies and other vendors for the purpose of obtaining credit.”

“The process has not changed from prior year.”