Society of Petroleum Engineers Inc

“The organization is organized as a nonprofit with members who, pursuant to the organization's governing documents, have the right to participate in the organization's governance. The member rights include: 1) to be represented in and to participate in, the work of the society with the right to vote; 2) to stand for election, and to nominate candidates for all official bodies of the society; 3) to submit proposals to the society and to other bodies of the society; and 4) to assemble in sections or chapters for the enjoyment of the individual members.”

“See narrative for form 990, part vi, line 6.”

“The texas business organization code (tboc) requires a texas corporation to go out to membership vote for certain approved fundamental actions. Sec. 22.164. Vote required to approve fundamental action. (a) in this section, "fundamental action" means: (1) an amendment of a certificate of formation, including an amendment required for the cancellation of an event requiring winding up in accordance with section 11.152(b); (2) a voluntary winding up under chapter 11; (3) a revocation of a voluntary decision to wind up under section 11.151; (4) a cancellation of an event requiring winding up under section 11.152(a); (5) a reinstatement under section 11.202; (6) a distribution plan under section 22.305; (7) a plan of merger under subchapter f; (8) a sale of all or substantially all of the assets of a corporation under subchapter f; (9) a plan of conversion under subchapter f; or (10) a plan of exchange under subchapter f. (b) except as otherwise provided by subsection (c) or (d) or the certificate of formation in accordance with section 22.162, the vote required for approval of a fundamental action is: (1) at least two-thirds of the votes that members present in person or by proxy are entitled to cast at the meeting at which the action is submitted for a vote, if the corporation has members with voting rights; (2) at least two-thirds of the votes of members present at the meeting at which the action is submitted for a vote, if the management of the affairs of the corporation is vested in the corporation's members under section 22.202; or (3) the affirmative vote of the majority of the directors in office, if the corporation has no members or has no members with voting rights. (c) if any class of members is entitled to vote on the fundamental action as a class by the terms of the certificate of formation or the bylaws, the vote required for the approval of the fundamental action is the vote required by subsection (b)(1) and at least two-thirds of the votes that the members of each class in person or by proxy are entitled to cast at the meeting at which the action is submitted for a vote. (d) if the corporation has no members or has no members with voting rights and the corporation does not hold any assets and has not solicited any assets or otherwise engaged in activities, the vote required for approval of a fundamental action consisting of an amendment to the certificate of formation to cancel an event requiring winding up or any of the actions described by subsections (a)(2) through (a)(6) is the affirmative vote of a majority of the organizers or a majority of the directors in office.”

“The organization's form 990 undergoes a number of internal and external reviews before it is filed with the irs; the return is prepared by the organization's public accounting firm, rsm us llp, and is reviewed by the organization's cfo. The spe audit committee reviews the form 990 prior to filing with the irs. The board is provided a copy of the final form 990 via posting to the board webportal.”

“The organization regularly and consistently enforces compliance with its conflict of interest policy via its internal audit processes. The internal audit department monitors the contracting and disbursement process to ensure that no contracts are issued, or payments made, to persons or entities that would have a conflict of interest. Spe has a policy prohibiting conflicts of interest. Board members and directors of the organization are aware of the policy and have agreed to abide by it. Spe reports quarterly to the spe audit committee any pre-approval of potential conflict of interest activity.”

“The spe compensation committee of the board of directors, all of whom are independent, annually review and approve all salary increases for executive director and staff directors based on survey data. The results of the deliberations are documented contemporaneously by the committee.”

“Governing documents, conflict of interest policies, and financial statements are not required disclosures pursuant to internal revenue code (irc) section 6104. These documents are not available to the public at this time.”

“Change in net assets of related foundation 58,113. Change in net assets of us chapters/sections -41,118. Foreign currency translation gain”

“The oversight and selection process has not changed from the prior tax year.”