Global Electronics Distributor

“The corporation shall have two classes of members. Voting members and participating members.”

“The qualifications and rights of the members of such classes shall be as follows: business entities may be admitted to membership in the corporation each, a "voting member, and collectively, the "voting members". Arrow electronics, inc., avnet, inc., future electronics inc., tti, inc., and electrocomponents plc are initial voting members of the corporation, each, an "initial voting member, and collectively, the "initial voting members". Voting members shall have voting privileges in connection with any matter submitted to a vote of the members. Business entities may be admitted to membership in the corporation as an affiliate participating member, an "affiliate participating member, and collectively, the "affiliate participating members". Affiliate participating members shall not have any voting rights or privileges but may attend and participate in member meetings as determined by the board of directors.”

“The members of a committee shall serve at the pleasure of the board of directors, which may appoint additional members to a committee, remove any members of a committee, or fill vacancies in the membership of a committee, at any time. As designated or requested by the board of directors, such committees may provide recommendations to the board of directors regarding the corporation's adoption of standards, procedures, or practices in connection with the electronics distribution business, including but not limited to warehousing operations, tracking of goods, and other areas of operation common to the business.”

“An outside accounting firm prepares the form 990 with information provided by the organization. The completed draft of the 990 is sent to the treasurer of the organization for review.”

“No conflicting interest transaction shall be void or voidable or be enjoined, set aside, or give rise to an award of damages or other sanctions in a proceeding by a member or by or in the right of the corporation, solely because the conflicting interest transaction involves a director of the corporation or a party related to a director or an entity in which a director of the corporation is a director or officer or has a financial interest or solely because the director is present at or participates in the meeting of the corporation's board of directors that authorizes, approves, or ratifies the conflicting interest transaction or solely because the director's vote is counted for such purpose if: (a) the material facts as to the director's relationship or interest and as to the conflicting interest transaction are disclosed or are known to the board of directors, and the board of directors in good faith authorizes, approves, or ratifies the conflicting interest transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors are less than a quorum; or (b) the material facts as to the director's relationship or interest and as to the conflicting interest transaction are disclosed or are known to the members entitled to vote thereon, and the conflicting interest transaction is specifically authorized, approved, or ratified in good faith by a vote of the members entitled to vote thereon; or (c) the conflicting interest transaction is fair as to the corporation. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes, approves, or ratifies the conflicting interest transaction.”

“The organization's articles of incorporation, by-laws, and conflict of interest policy are not made available to the public.”