Conexxus

“Any entity within the petroleum marketing or convenience store industries or any of their suppliers or vendors may apply for membership in the appropriate class in the allianceas set forth in the alliance's bylaws by filing an application, together with a check for dues, with the secretary of the board of advisors. Each member must be willing and able to abide by the alliance's bylaws, as amended, and any applicable rules and procedures, such as may apply to the operation of committees, working groups, or be related to any certification programs administered by the alliance. An application for membership shall be deemed valid unless rejected by the secretary of the board of advisors, in which case the check shall be refunded and a letter of explanation mailed to the applicant. When the secretary of the board of advisors ascertains that an application is valid, it shall be submitted to the board of advisors for its review and final acceptance. Upon final acceptance of the applicant's membership, the secretary of the board of advisors shall notify the secretary of the board of directors of such acceptance. Following its acceptance for membership, each member shall appoint and certify to the secretary of the board of advisors a person to be its "certified representative" for all voting purposes. In the event that the certified representative is unable to vote, the member shall be entitled to appoint and certify a replacement, subject to the voting provisions elsewhere contained in these amended and restated bylaws. Upon receipt of appointment of a member's certified representative for all voting purposes, the secretary of the board of advisors shall notify the secretary of the board of directors of such appointment.”

“(a) class a membership class a members, or their certified representatives, shall serve on the general assembly and shall be eligible to serve on the board of directors or the board of advisors, in accordance with these amended and restated bylaws. Class a members shall have full access to all business and technical committees and working groups of the board of advisors, have full voting rights on the approval of final standards as set forth in these amended and restated bylaws, and have unlimited, free access to all standards/documents developed by the alliance. (b) class b membership class b members, or their certified representatives, are not eligible to serve on the general assembly, the board of directors, the board of advisors, or any business committees of the board of advisors, but shall have the right to participate in all technical committees of the board of advisors and to vote to recommend approval of standards developed by those technical committees as set forth in these amended and restated bylaws, and to have access to all of the standards/documents of those technical committees at no cost. Class b members are not eligible to vote to adopt any final standards.”

“Except as otherwise provided in the articles of incorporation, all corporate powers shall be exercised by or under the authority of, and the business of the corporation managed under the direction of, the board of directors. The board shall determine alliance policy, except as otherwise provided by the virginia nonstock corporation act (code of virginia, title 13.1, chapter 10, as amended), the articles of incorporation, or these amended and restated bylaws, and shall adopt such rules and regulations for its conduct as it deems advisable. Directors need not be residents of the commonwealth of virginia. Notwithstanding anything to the contrary in section 5.1, the nacs directors as defined in section 5.2(a) shall have the authority to: (1) approve the corporation's annual operating and capital budgets, which shall be developed by the board of advisors and submitted to the board of directors. (2) approve any initiatives prepared by the board of advisors or any other employee, officer, director or agent of alliance in which nacs will be required to provide funding to finance or support such initiatives. (3) approve the participation in any merger, consolidation, dissolution, liquidation or other similar transaction. (4) approve the transfer of assets outside of the ordinary course of business.”

“The tax return is reviewed by the executive director before filing.”

“The conflict of interest policy is enforced.”

“The compensation for the top official is approved by the board of directors as part of the budget process.”

“All governing documents are available to the public upon request.”

“The audit oversight process has remained unchanged from the previous year.”