Southern Gas Association

“The full Board of Directors meets twice a year. However, the Executive Board, consisting of the Officers of the Board and the Immediate Past Chairman of the Board are authorized to act between board meetings on all matters except those reserved to the Board by the bylaws, pursuant to the delegation of authority to specific committees by the Board of Directors. As stated in the bylaws: The activities of the Association necessary in the pursuit of its purposes shall be principally carried on through organized section committees designated by the Board and with such duties and authority as may be delegated to them by the Board. The bylaws establish the following section committees: (A) The corporate services section committee shall have authority to consider and deal with matters pertaining to communications, accounting and finance, government relations, information technology, supply chain management and rate committeees. (B) The distribution section committee shall have authority to consider and deal with all matter pertaining to the distribution of gas from the transmission line or other source to the customer. (C) The human resources section committee shall have authority to deal with matters proposed by training and development and safety and health. (D) The marketing section committee shall have authority to consider and deal with all matters pertaining to the promotion and sale of gas, gas appliances and other related activities. (E) The gas supply marketing/transportation services section committee shall have authority to plan, coordinate and direct activities benefiting gas supply marketing members. (F) The transmission section committee shall have authority to consider and deal with all matters pertaining to the transmission of gas from the source of supply to the distribution systems. (G) The associate member section committee shall plan and direct association activities benefiting associate members.”

“Under the bylaws, Southern Gas Association (The "Association:) has multiple classes of members. Members include individuals and organizations involved in the gas industry.”

“The Board of Directors of the Association consists of a minimum of 28 voting Directors, 12 of whom are elected each year by the general membership from specific categories.”

“The Form 990 is reviewed by the Board Secretary, and the Chair of the Audit and Finance Committee. The President reviews and signs before being filed on behalf of the governing body.”

“An annual questionnaire is sent to the Board Members, Officers, and Key Employees to fill out and is reviewed by the Organization after the form has been returned. Management is charged with maintaining the records of any actual or potential conflicts of interest and ensuring that appropriate action is taken to ensure that business and personnel decisions are made on an objective basis.”

“Compensation, including executive compensation, is approved annually by the independent officers of the SGA Board of Directors. At the end of a calendar year, the Officers approve the current year incentive compensation plan recommendations as well as the recommended salary increases and benefit packages for the coming year. The list that they approve includes all employees of the association. The President/CEO's compensation is discussed and approved by the Officers of the SGA Board of Directors. The Officers rely on informal salary surveys conducted by the Board Chairman, a performance evaluation performed by the Board as well as input from independent board members. Other senior staff salaries, including that of the Vice Presidents, are based on performance reviews conducted by the President/CEO as well as his understanding of comparable salaries in this area. They are then discussed and approved by the Officers of the SGA Board of Directors with the complete list. This is done every year and the compensation for 2024 was approved in November of 2023. The Board Chairman signs off on the compensation list as record of the Board's approval.”

“Governing documents, conflict of interest policy and financial statements are available upon request.”