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.”

“Summary of revisions to aaro bylaws approved by the members in november 2020 to take effect january 1, 2021: 1. Sec. 2.01 - transition to a traditional board and executive committee - changed board size to be at least 14 people, including the chairs of standing committees, and the executive committee reduced to 4 people (the chair, chair-elect, past-chair, and treasurer). 2. Sec. 2.01 & 2.02 - divided the board into three groups consisting of the executive committee (elected by members), the committee chairs (selected by chair-elect), and at large directors (elected by the members). 3. Written consent will now require approval only from the number of directors necessary to take such action at a meeting. Sec. 2.12 previously required unanimous consent. 4. Sec. 3.01 - all officers are elected to serve a term of 1 year, but they may be reelected for consecutive terms and there are no limits to how many times an officer may be reelected. 5. Sec. 3.02 - the chair will preside at all meetings of the board and executive committee and no longer holds the title and responsibilities of president. 6. Sec. 3.04 - each year, the chair-elect will provide the board with a slate of recommended candidates for the at-large directors elected at the annual meeting. 7. Secretary and treasurer will be two separate positions under sec. 3.05 and 3.06. 8. The president position has been renamed to president/ceo and the duties have been changed under sec. 3.07 to include responsibility of day-to-day activities and other duties incident to the office of ceo. 9. Sec. 5.01 - standing committees are now listed: member relations, education, health, social equity, transportation, vision and water. Committee chairs will have two-year term limits with the possibility of a one-year extension at the discretion of the then-current chair-elect. 10. Description of power and authority of the executive committee under sec. 5.02 has been refined to provide that the executive committee's power is limited to handling the business and affairs of aaro, as delegated by the board. 11. Sec. 5.03 - each year, the member relations team will form a subcommittee to recommend candidates as mcbee fellows. The chair-elect will appoint one of the at-large directors to serve as liaison to the mcbee fellows. 12. Information and requirements regarding the mcbee fellows have been added under sec. 5.04. 13. Sec. 6.01 - aaro active members must live in bastrop, burnet, caldwell, hays, travis, or williamson county (it was previously the austin, round rock, marble falls combined statistical area). 14. Sec. 6.04 - sustaining members may serve as an officer or a chair of any committee. 15. Indemnification for existing and former directors & officers has been added under sec. 9.01. 16. Aaro may purchase insurance for any covered person under sec. 9.05. 17. Article eleven has been added to address statements and other actions from aaro regarding public policies and endorsements and reflects the current policy requiring 2/3rds of the membership to approve a position statement.”

“Aaro's active membership is capped at 130: no less than 30 members with at least two of the following qualifications: (a) live in a county other than travis county; (b) have significant business interests in a county other than travis county; (c) be civically engaged in a county other than travis county. 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. The member relations team prepares the officers slate.”

“If a decision is time-sensitive, the governing body is authorized to take action. Otherwise, such decisions are subject to approval by members.”

“The complete form 990 and highlights are presented at an executive committee meeting. Changes from previous years are highlighted.”

“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”