Austin Area Research Organization Inc.

“The aaro by-laws stipulate that the "board of directors shall consist of four (4) persons: president, president-elect, past president and secretary-treasurer." the by-laws also state that the "executive committee of the corporation shall be comprised of the four (4) directors of the corporation and the chair of each of the major committees. The executive committee shall have delegated to it the full power and authority of the board of directors in the management of the day-to-day affairs and operations of the corporation." the by-laws do not preclude the appointment of additional members. The board of directors has determined there to be value in the inclusion of chairs of key teams and task forces, as well as individual members to serve in an at-large capacity in order to bring various perspectives not otherwise represented to the discussions.”

“Aaro's active membership is capped at 100: 50 from travis county, 25 from the regional counties (bastrop, burnet, caldwell, hays or williamson), and 25 at-large. In addition, sustaining members are individuals formerly in the active membership category who are retired or semi-retired from business.”

“The aforementioned members (above) elect a slate of officers each year: president-elect (3-year term and treasurer). The member relations team prepares the officers slate.”

“The 100 active members of aaro elect new members and annually elect the officers of the corporation. The members also have the authority to approve the annual budget and to authorize public statements or formal positions of the organization. A majority of the active members (not including sustaining members) is necessary to constitute a quorum for the transactions of business, except to adjourn. A vote by the active and sustaining members present at a meeting will authorize action. When conducting votes by email, a vote by a majority of the active membership will authorize action. A vote by 2/3rd of the active membership is required to elect an individual to membership. Each act or decision made by a majority (or 2/3rds for new member elections) of the active and sustaining members is regarded as the act of the membership.”

“The form 990 is sent by email to executive committee members prior to submission. Also, prior to submission, report highlights are presented to the executive committee, especially changes from prior year reports.”

“Prior to the start of each meeting, the committee chair reminds those in attendance to disclose potential conflicts of interest and refrain from voting on matters related to a potential conflict. Also, this reminder is in writing on a card at each person's seat.”

“Annually, the executive committee goes into executive session. The committee reviews compensation and benefits for similar positions in organizations similar to aaro. The decision by the executive committee is incorporated into the annual budget which the executive committee forwards to the full membership for review and vote to grant final approval. In addition, details about benefits including insurance, vacation and holidays are recorded in the minutes of the executive committee.”

“The organization's governing documents, conflict of interest policy, and financial statements are available upon request.”

“MODIFIED ACCRUAL”