Conexxus

“(a) any entity within the transportation energy or convenience retail industries or any of their suppliers or vendors may apply for membership in the appropriate class in the organization as set forth in this article iii by submitting an application, either through the organization's website or via facsimile/email. Membership does not become active until payment is received and processed. (b) each member must be willing and able to abide by the organization'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 organization. (c) an application for membership shall be deemed valid unless, upon review, it is rejected by the organization. When the organization ascertains that an application is valid, it shall be submitted by the secretary to the board of advisors for its review and final acceptance. If an application is rejected by the organization or the board of advisors, payment will be refunded and an explanation to the applicant will be provided. (d) following its acceptance for membership, each member shall appoint and certify to the organization a person to be its "certified representative" for all voting purposes related to standards and business issues where there may only be one vote per member. 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. It is the member's responsibility to maintain the certified representative for all purposes under these amended and restated bylaws, including receiving official notices. Classes of membership this organization shall have the following classes of members. (a) gold membership: gold 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. Gold 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 organization. (b) silver membership: silver members, or their certified representatives, are not eligible to serve on the general assembly, the board of directors, or the board of advisors, but shall have the right to participate and vote in all technical and business committees of the board of advisors as set forth in these amended and restated bylaws, and to have access to all conexxus standards/documents at no cost. Silver members are not eligible to vote to adopt any final standards. (c) silicon membership: silicon 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, and do not have the right to participate in technical committees of the board of advisors or to vote to recommend approval of standards developed by those technical committees as set forth in these amended and restated bylaws. Silicon members do have access to any standards/documents developed by the organization and the right to implement standards obtained during their membership term. However, they may submit feedback or change proposals to a committee or working group for consideration in a future version of a standard, but may not participate in discussions during the meetings in which it is considered. (d) technical association membership: technical association members, or their certified representatives, are limited to non-profit organizations interested in the conexxus product offerings. They are not eligible to be members of the general assembly, or to serve on the”

“- gold members, or their certified representatives, shall serve on the general assembly &shall be eligible to serve on the board of directors or the board of advisors, in accordance with these bylaws. Gold members shall have full access to all business & technical committees & working groups of the board of advisors, have full voting rights on the approval of final standards as set forth in these bylaws, & have unlimited, free access to all standards/documents developed by the organization. - silver members, or their certified representatives, are not eligible to serve on the general assembly, the board of directors, or the board of advisors, but shall have the right to participate & vote in all technical & business committees of the board of advisors as set forth in these bylaws, & to have access to all conexxus standards/documents at no cost. Silver members are not eligible to vote to adopt any final standards. - silicon 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, & do not have the right to participate in technical committees of the board of advisors or to vote to recommend approval of standards developed by those technical committees as set forth in these bylaws. Silicon members do have access to any standards/documents developed by the organization and the right to implement standards obtained during their membership term. However, they may submit feedback or change proposals to a committee or working group for consideration in a future version of a standard, but may not participate in discussions during the meetings in which it is considered. - technical association members, or their certified representatives, are limited to non-profit organizations interested in the conexxus product offerings. They are not eligible to be members of the general assembly, or to serve on the board of directors or the board of advisors, but shall have the right to participate & vote in all technical & business committees of the board of advisors, as set forth in these amended and restated bylaws, & have access to all conexxus standards/documents at no cost. They are not eligible to vote on adoption of any final standards. While a member (non-staff) of a technical association may be named as its certified representative, such representative shall only have the right to participate and vote in committees, subcommittees, or working groups & shall not have access to standards/documents for her/his own (or the technical association member's) use unless that entity also has a conexxus membership that conveys such rights. - retail association members, or their certified representatives, are limited to non-profit organizations interested in conexxus thought leadership & educational product offerings. They are not eligible to be members of the general assembly, or to serve on the board of directors the board of advisors, any business committee of the board of advisors, or any technical committees of the board of advisors, or their subcommittees or working groups. They shall not have the right to vote to recommend approval of standards or on adoption of final standards, nor shall they have access to any of the standards or other documents published by conexxus, unless specifically provided as an annual benefit. Retail association members shall be entitled to receive annual educational benefits (e.g., speakers at events, white papers, participation in webinars), as specified periodically by the board of advisors. - emeritus members are limited to individuals who have retired from an organization with interest in conexxus. They must be recommended for emeritus membership by an individual currently active in conexxus; provided, however, that any member of the conexxus technology hall of fame shall automatically qualify. Emeritus members are not eligible to be members of the general assembly, or to serve o”

“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 organization policy, except as otherwise provided by the virginia nonstock organization 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 board of directors as defined in section 5.2(a) shall have the authority to: - approve the organization's annual operating and capital budgets, which shall be developed by the board of advisors and submitted to the board of directors. - approve any initiatives prepared by the board of advisors or any other employee, officer, director or agent of the organization in which nacs will be required to provide funding to finance or support such initiatives. - approve the participation in any merger, consolidation, dissolution, liquidation or other similar transaction. - approve the transfer of assets outside of the ordinary course of business. Nacs directors shall elect or appoint a chair of the board of directors from among themselves, and the board of directors shall elect or appoint an executive director, vice chair, treasurer, and such other officers and assistant officers as may be deemed necessary.”

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

“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.”

“Payroll service 7,232. Consulting fees 213,514. Temporary personnel 29,801.”

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