Data Center Coalition

“Dcc amended their bylaws during the year to reflect the following: adding membership classes for the four membership categories defined for owners/operators, as well as the new end user membership class. Updating the nomination rights and board eligibility of each membership class. Updating the definition and purpose of the nominations committee.”

“The corporation shall have five classes of members (collectively, the members"), as each such class is defined below and called the "class i members," the "class ii members," the "class iii members," the "class iv members, and the "class v members". Membership in the class i member class, class ii member class, and class iii member class will be open to companies based or headquartered in north america, europe, or japan that: a. Own, operate or have deployed data center facilities totaling 150 mw or greater capacity in multiple markets in north america i) for their own corporate use or ii) that are occupied by one or more tenants. To be eligible for membership as a class i member, class ii member, or class iii member, the company must not: a. Conduct cryptocurrency mining or cryptocurrency staking as its primary business; or b. Base its business model on purchasing and selling land or other real estate entitlements. Membership in the class iv member class will be open to companies based or headquartered in north america, europe, or japan that: a. Were members of the corporation on june 30, 2022; or b. Are eligible for membership under the class i member class; or c. Own or operate at least one data center facility in north america; and d. Have taken tangible steps toward deploying data center facilities totaling 75 mw or greater capacity in north america i) for their own corporate use or ii) that are occupied by one or more tenants. To be eligible for membership as a class iv member, the company must not: a. Conduct cryptocurrency mining or cryptocurrency staking as its primary business or b. Base its business model on purchasing and selling land or other real estate entitlements. Membership in the class v member class will be open to companies based or headquartered in north america, europe, or japan that: a. Own and operate or lease of total of at least 50 mw capacity across two or more u.s. Markets for their own corporate use. To be eligible for membership as a class v member, the company must not: a. Conduct cryptocurrency mining or cryptocurrency staking as its majority source of revenue.”

“The number of directors shall be such number as shall be determined based on the nomination rights of the class i and class ii members and the nomination rights of the class iii and iv members as set forth in these bylaws, so long as that number is not less than one (1). Each class i and class ii member shall have the right to nominate one ( 1) director to the board. Each class iii member that was a member of the corporation prior to december 31, 2024, shall have the right to nominate one (1) director to the board for the 2025 calendar year. Starting in 2026, each class iii member will have the right to nominate one representative to serve as a director, with the total number of director seats for class iii members limited to 50% of the class iii membership. The class iii member directors shall have such qualifications and eligibility criteria as may be determined by the board, but minimally shall be an employee or representative of a class iii member. In 2025, the class iv members shall nominate one class iv member director for election to the board. Starting in 2026, each class iv member will have the right to nominate one representative to serve as a director, with the total number of director seats for class iv members limited to two (2). The class iv member directors shall have such qualifications and eligibility criteria as may be determined by the board, but minimally shall be an employee or representative of a class iv member.”

“Members of the corporation shall only have the right to vote on such matters as submitted to them by the board. Each member shall be entitled to one vote on such matters as submitted by the board.”

“The board is provided with a complete copy of the return prior to filing.”

“Each director, principal officer and member of a committee with powers delegated by the board of directors shall annually sign a statement that affirms such person has received a copy of the conflict of interest policy, has read and understands the policy, has agreed to comply with the policy, and understands that the organization must engage primarily in activities that accomplish one ore more of its tax-exempt purposes. Dcc periodically reviews whether or not compensation arrangement and benefits, partnerships, joint ventures, and other arrangements comply with the conflict of interest policy. The board or appropriate committee shall take appropriate actions in the event a conflict of interest arises. The board or appropriate committee reserves the right to investigate and take appropriate disciplinary and corrective action should a covered person fail to report a conflict of interest.”

“The board delegates to the executive committee the responsibility of overseeing and setting the president's compensation. The committee consists of independent persons who review appropriate comparability data in setting the president's salary, as well as factoring in the president's performance, dcc's performance, and the organization's financial circumstances. The committee documents their process and decision in writing.”

“Governance documents, conflict of interest policy, and financial statements are available to our members.”

“Dcc has an antitrust policy in place. The purpose of this antitrust policy is primarily to avoid instances where activities within the data center coalition (hereinafter referred to as "dcc"), including without limitation, board of directors composition, membership guidelines, and evaluation of applications for membership, may reasonably be determined to be classified as antitrust violations under applicable law and regulation. This policy shall be distributed to all dcc directors, officers, and employees, and to the members of dcc and to their agents or employees participating in dcc activities. This policy must be adhered to by all individuals participating in dcc activities, whether on behalf of dcc or the members in all circumstances without exception.”

“As dcc continues to grow, it has expanded its activities and reach in support of its mission to serve as the voice of the u.s. Data center industry. Beginning in 2024, dcc began reporting their regulatory advocacy program, which is described more fully in part iii.”

“Regulatory services 1,317,962. Research services 135,000. Other professional services 123,944. Advocacy 4,705.”