National Association of Convenience

“Membership in the association shall be six classes: retail member, supplier member, honorary member, life member, individual member, and allied member. A retail member: an individual or corporation with one or more operating convenience stores may apply for membership in the association by filing with the association office an application together with a check to cover appropriate dues. All representatives of a retail member may participate in any regular or special meeting of the association, but each retail member shall have only one vote. A supplier member: companies dealing with the convenience store industry may apply for participation as a "supplier member." supplier members will have no voting powers. No supplier member or its representative may serve as an officer. Supplier members will be represented by a supplier board. The chairman and chairman-elect of the supplier board shall be voting members of the nacs board of directors. Supplier members will have no obligation other than their annual dues and shall not be held legally responsible for actions of the national association of convenience stores. Honorary membership: for recognition of meritorious service to the retail convenience store industry, an honorary membership in the association, without voting or office-holding powers, may be granted to any person upon the recommendation of any member of the board of directors and approval of the board of directors at any regular board meeting. Such honorary membership shall be for one year unless extended by vote of the board of directors at any regular board meeting. Life member: any past president or past chairman of the board of directors of the association will be an individual member of the association for life. Such membership is non-assignable, non-transferable, and personal in nature. For recognition of long-term, meritorious service to the convenience store industry, a life membership in the association, without voting or office holding powers, may be granted to any person upon the recommendation of the executive committee and approval of the board of directors at any regular board meeting. Individual member: an individual who is engaged in the convenience or convenience and petroleum retailing industry as an owner, employee, franchisee, supplier, consultant, or any reasonable affiliation with the industry, including the spouse, partner, or guest of any such individual is eligible for "individual membership. Benefits of "individual membership" shall be determined by the nacs board of directors. Allied member: petroleum marketing companies that market through other companies may apply for "allied membership". A company that may qualify to apply both as a retail member and as an allied member shall be classified as a retail member, and the greater of the dues schedules shall apply. Benefits for this category of membership shall include and be limited to access to nacs meetings, exhibiting at the nacs show, and the purchase of nacs products and services at the nacs member rates.”

“Retail members: all representatives of a retail member may participate in any regular or special meeting of the association, but each retail member shall have only one (1) vote.”

“Retail member: all representatives of a retail member may participate in any regular or special meeting of the association, but each retail member shall have only one (1) vote.”

“The form 990 is reviewed by nacs' cfo and ceo before it is filed. In addition, the audit committee and the board of directors are provided a copy of the form before the final version is filed.”

“By accepting the opportunity to serve nacs as a member of its board of directors or supplier board, a nacs committee or task force, staff, counsel or other provider of services, an individual acknowledges that the central interest upon which nacs' efforts are focused is that of retail convenience store operators as a class. Under any circumstances in which an individual, serving in the previously described capacities is: 1) obliged, by employment, investment, or other duty, to protect or promote an interest other than the interests of retail convenience store operators, as a class or nacs, and 2) involved in the development of a position or policy to be advocated by nacs, then, that individual shall: a) promptly disclose his or her actual or potential conflict of interest, and b) recuse himself or herself from voting or other action which can result in the formulation of that policy or position. Upon the disclosure of an actual or potential conflict, the other members of the board, committee or task force shall determine whether that individual may participate in any relevant exchange of views relating to the issue which gives rise to that conflict.”

“This policy on the process for determining compensation applies to the compensation of the following persons employed by nacs: a) the president & ceo the process includes all of these elements: 1. Review and approval. The compensation of the person is based upon an employment contract that has been reviewed and approved by the executive committee of the organization. 2. Use of data as to comparable compensation. The employment contract is based upon data as to comparable compensation for similarly qualified persons in functionally comparable positions at similarly situated organizations. 3. Incentive compensation. A substantial portion of the person's total compensation is based upon achievement of performance benchmarks set by the compensation committee which includes achievement of annual financial goals and the results of an annual ceo performance assessment survey of the board of directors. The compensation committee conducts an annual performance appraisal session with the person to review performance, the resulting performance based compensation and any modifications of go forward performance benchmarks. 4. Contemporaneous documentation and recordkeeping. There is contemporaneous documentation and recordkeeping with respect to the deliberations and decisions regarding the compensation arrangement. B) other officers or key employees of nacs: 1. Review and approval. The incoming chairman and treasurer of the organization review the compensation of all officers and key employees of nacs. The board of directors approves the total compensation budget of the organization.”

“The organizations governing documents, conflict of interest policy and financial statements are made available to the public upon request.”

“Any individual may file a written complaint, on a confidential basis, using a complaint form. Upon receipt of a complaint form, the complaint administrator will (i) date stamp the complaint form; (ii) determine whether the complaint pertains to a conflict of interest; and (iii) acknowledge receipt of the complaint form to the complaintant and set a date for a hearing using the acknowledgement of complaint form. A hearing will then take place via conference call to evaluate the nature and validity of the complaint. Parties involved in the hearing are limited to the committee, its staff and counsel, the complaintant and his/her counsel. The committee will ask the complainant questions to determine whether, based on the preponderance of the evidence, it is more likely than not that the nacs conflicts of interest policy has been violated. Within ten calendar days following the conclusion of the complainant's hearing, the complaint administrator will send notice to the subject of the complaint inviting him/her to respond to the accusation either at a hearing or in writing. Within ten business days of the earlier to occur of: a) the respondent's informing the complaint administrator of his/her decision to have a hearing; b) respondent's delivery of a written response; or c) eleven days following the date listed on the notice of complaint filed, the complaint administrator will send notice to the respondent using the response letter form. If a response is received, then the full committee will conduct a hearing on the date set forth on the response letter, either in person or via conference call to evaluate the response. This hearing will be limited to the committee, its staff and counsel, and the respondent and his/her counsel. The respondent will have the opportunity to present relevant evidence verbally and in writing to the committee. The committee will ask the respondent questions to determine whether, based on the preponderance of the evidence, it is more likely than not, that a violation of the nacs conflicts of interest policy has occurred. The committee will weigh all of the evidence presented equally and will make a determination based on the preponderance of the evidence that it is more likely than not a conflict of interest exists and the individual did not properly and timely disclose the conflict. If it is determined there is sufficient evidence a report drafted by the committee will be submitted to the entire board of directors. All parties will have the right to present evidence and testimony relevant to the board of directors in its deliberation of the complaint. If it is determined that a violation has occurred then the board of directors will direct the appropriate officers of nacs to implement remedial measures selected by the board of directors. Such measures may include; termination of respondent's employment, termination of respondent's participation in nacs' governance activities; and/or termination of respondent's provision of services to nacs. The board of directors is the only and final authority on the disposition of a complaint with respect to violations of the nacs conflicts of interest policy.”

“Consulting & professional fees 10,561,831.”