Data Center Coalition

“Directors kevin hughes and tim hughes have a family relationship. While they both served on the board of directors during the tax year, their tenure dates did not overlap.”

“On november 10, 2022, the board of directors voted to amend dcc's bylaws to incorporate the following changes: 1. To establish two classes of membership (class i and class ii) and to clarify criteria for each membership class. 2. To stipulate each class i member's ability to appoint a director to the board. 3. To provide that beginning the earlier of july 1, 2023 or the date the organization reaches five (5) class ii members, class ii members may elect from among their membership class one member to serve as a voting member of the board of directors on an annual basis. Additional revisions were made to sections related to vacancies and removal of directors.”

“Membership is open to companies headquartered in north america, europe, or japan that own or operate data centers for their own corporate use, own or operate data centers occupied by a single tenant, own or operate data centers occupied by multiple tenants, or are tenents or end users who lease data center space from data center owners or operators.”

“Each class i member shall appoint one (1) director to the board. Beginning on the earlier of july 1, 2023, or the date the organization reaches five (5) class ii members, class ii members may elect from among their membership class one member to serve as a voting member of the board of directors on an annual basis.”

“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.”

“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. Per the agreement, the executive committee evaluates the president's compensation based on his performance, dcc's performance, and the organization's financial circumstances.”

“The organization makes its financial statements, governing documents, and conflict of interest policy available to the public upon request.”

“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.”