Municipal Advisory Council of Texas

“Mac has two classes of members, voting members and non-voting members. Any corporation, firm or other entity authorized to transact investment banking, underwriting, or trading and sales of municipal debt under the laws of the state of texas and having a place of business in the state of texas and actively engaged in the business of underwriting, or buying or selling bonds and other securities issued by the state of texas or by subordinate of local government corporations or agencies, are eligible to apply to be a voting member, provided however, that the applicant for membership is registered as a municipal securites dealer with the securities and exchange commission or with the texas state securities board if required by law.”

“Each voting member is entitled to one vote on each matter submitted to a vote of the voting members. At each election for trustees, every voting member entitled to a vote at such election has the right to vote in person or by proxy, for as many persons as there are trustees to be elected.”

“The annual budget of mac is approved by the voting members. Other decisions of significance to mac are put to a vote of the voting members.”

“Form 990 is prepared by a cpa and reviewed by the executive director. An electronic copy is provided to the board of trustees before it is filed.”

“To monitor the conflict of interest policy adopted by mac, trustees are required to sign statements annually and are asked at the beginning of each board meeting about any conflicts of interest.”

“Procedure for approving compensation - in reviewing and approving the compensation of any covered individual (which includes the chief executive) officers and key employees, the mac board of trustees, or a delegated committee, such as a compensation committee of the board (referred to as the "approval body" below) will utilize the following process: (1) impartial decision makers - the compensation arrangement must be approved in advance (before any payment is made) by the approval body of mac composed entirely of individuals who do not have a conflict of interest with respect to the compensation arrangement (example: neither the executive whose compensation is being determined nor any of his/her family members may be present during discussion/debate or participate in the vote. (2) comparability data - when the approval body is considering compensation to covered individuals, it must rely on comparability data that demonstrates the fair market value of the compensation in question. For example, when crafting compensation packages, the approval body must secure data that documents compensation levels for similarly qualified individuals in like positions at like organizations. The data may include the following: (a) expert compensation studies by independent firms, (b) written job offers for positions at similar organizations, (c) documented telephone calls about similar positions at both nonprofit and for profit organizations, (d) information obtained from the irs form 990 filings of similar organizations, and (e) historical compensation paid to employees of mac holding similar positions. (3) concurrent documentation - the approval body must document how it reached its decisions, including the data on which it relied. To qualify as concurrent documentation, written or electronic records of the approval body (such as meeting minutes) must note (a) the terms of the compensation and the date it was approved. (b) the members of the approval body who were present during the debate on the compensation that was approved and those who voted on it, (c) the comparability data obtained and relied upon and how the data was obtained, and (d) any actions taken with respect to consideration of the compensation by anyone who is otherwise a member of the approval body but who had a conflict of interest with respect to the decision on the compensation in reviewing and approving the compensation of any covered individual that is not the chief executive, provided that (i) the chief executive complies in all material respects with steps 2 and 3 above and (ii) the approval body complies in all material respects with step 1 above.”

“Certain other documents are available upon request to the public and posted on website for members and subscribers.”