| FORM 990, PART VI, SECTION A, LINE 6 |
REGULAR MEMBERS - A) ANY INDIVIDUAL, PARTNERSHIP, CORPORATION OR ASSOCIATION MAINTAINING A LEGAL RESIDENCE OR AN OFFICE IN THE UNITED STATES OF AMERICA FOR THE TRANSACTION OF BUSINESS, AND HAVING INTERESTS RELEVANT TO THE AIMS AND PURPOSES OF THE CHAMBER, MAY BE ADMITTED AS A REGULAR MEMBER. AN INDIVIDUAL, PARTNERSHIP, CORPORATION OR ASSOCIATION, RESIDING IN OR ORGANIZED UNDER THE LAWS OF ANY FOREIGN COUNTRY AND NOT HAVING AN OFFICE IN THE UNITED STATES OF AMERICA FOR THE REGULAR TRANSACTION OF BUSINESS SHALL NOT BE ADMITTED AS A REGULAR MEMBER. B) A PARTNERSHIP, CORPORATION OR ASSOCIATION ADMITTED AS A REGULAR MEMBER MAY, IN WRITING, DESIGNATE ONE OF ITS MEMBERS, OFFICERS, DIRECTORS OR EMPLOYEES AS ITS REPRESENTATIVE TO THE CHAMBER, AND THE REPRESENTATIVE SO DESIGNATED SHALL BE ELIGIBLE, AS SUCH, TO EXERCISE THE PRIVILEGES OF REGULAR MEMBERSHIP. HEREINAFTER, THROUGHOUT, THE TERM REGULAR MEMBERS SHALL INCLUDE SUCH REPRESENTATIVES. C) REGULAR MEMBERS IN GOOD STANDING SHALL HAVE THE RIGHT TO VOTE AND TO HOLD OFFICE IN THE CHAMBER, TO RECEIVE SUCH PUBLICATIONS AS THE CHAMBER MAY FROM TIME TO TIME PUBLISH AND SUCH TRADE INFORMATION AND STATISTICS AS THE CHAMBER MAY HAVE AVAILABLE FOR DISTRIBUTION TO ITS MEMBERS. SUSTAINING AND CORPORATE MEMBERS - THE BOARD OF DIRECTORS MAY CREATE BY RESOLUTION A CLASS OR CLASSES OF SUSTAINING AND CORPORATE MEMBERSHIP WHICH WILL BE OPEN TO ANY REGULAR OR ASSOCIATE MEMBER IN GOOD STANDING WHO WISHES TO PROVIDE SPECIAL FINANCIAL ASSISTANCE TO THE CHAMBER. SUCH MEMBERS WILL PAY ADDITIONAL ANNUAL DUES AS DETERMINED FROM TIME TO TIME BY THE BOARD OF DIRECTORS, WHICH WILL GIVE RECOGNITION TO THEIR SPECIAL FINANCIAL ASSISTANCE BY ARRANGING EVENTS DURING THE YEAR, WITH PARTICIPATION LIMITED TO SUSTAINING MEMBERS, SUCH AS MEETINGS WITH IMPORTANT VISITING DIGNATARIES, AS AN EXPRESSION OF GOODWILL AND APPRECIATION BY THE CHAMBER. ASSOCIATE MEMBERS - A) ANY INDIVIDUAL, PARTNERSHIP, CORPORATION OR ASSOCIATION DOMICILED OR RESIDENT IN SPAIN, MAY BE ADMITTED AS AN ASSOCIATE MEMBER. B) ASSOCIATE MEMBERS IN GOOD STANDING SHALL BE ENTITLED TO ALL THE PRIVILEGES ENJOYED BY REGULAR MEMBERS, EXCEPT THAT ASSOCIATE MEMBERS SHALL NOT HAVE THE RIGHT TO VOTE OR TO HOLD OFFICE IN THE CHAMBER. HONORARY OFFICERS, HONORARY MEMBERS OF THE BOARD, AND HONORARY MEMBERS. A) THE BOARD OF DIRECTORS, AT ITS DISCRETION, FROM TIME TO TIME MAY DESIGNATE INDIVIDUAL HONORARY MEMBERS OF THE BOARD OF DIRECTORS AND INDIVIDUAL HONORARY OFFICERS OF THE CHAMBER, AND SUCH HONORARY BOARD MEMBERS AND OFFICERS MAY ATTEND BY OFFICIAL INVITATION MEETINGS OF THE CHAMBER AND OF THE BOARD OF DIRECTORS AS OBSERVERS, BUT SHALL NOT HAVE THE RIGHT TO VOTE AT SUCH MEETINGS. B) GIVEN THE EXISTENCE OF COMMON OBJECTIVES BETWEEN THE CHAMBER AND THE COMMERCIAL OFFICE OF SPAIN IN NEW YORK, THE TRADE COMMISSIONER OF SAID OFFICE SHALL BE ADVISOR AND HONORARY MEMBER OF THE BOARD OF DIRECTORS AND SHALL ENJOY THE RIGHT TO PARTICIPATE IN ALL CHAMBER MEETINGS AND EXERCISE ALL CORRESPONDING RIGHTS AS PRESCRIBED IN ARTICLE II, SECTION 5 (A)OF THE BY-LAWS. IN THE CASE OF HIS ABSENCE, THE TRADE COMMISSIONER MAY DESIGNATE A REPRESENTATIVE FROM THE SPANISH CONSULATE AS SUBSTITUTE. C) THE BOARD OF DIRECTORS, AT ITS DISCRETION, MAY ALSO DESIGNATE AS AN INDIVIDUAL HONORARY MEMBER OF THE CHAMBER, ANY PERSON WHO SHALL HAVE MADE AN UNIQUE AND EXTRAORDINARY CONTRIBUTION TO THE SUCCESS OF THE CHAMBER. AN HONORARY MEMBER SO DESIGNATED SHALL BE PUBLICLY PROCLAIMED, AS SUCH, AT THE ANNUAL MEETING OF THE CHAMBER AND SHALL RECEIVE AN APPROPRIATE CERTIFICATE EVIDENCING SUCH DESIGNATION, SIGNED BY THE HIGHEST OFFICERS OF THE CHAMBER. |
| FORM 990, PART VI, SECTION A, LINE 7A |
AT EACH ANNUAL MEETING, ONE HALF OF THE BOARD MEMBERS SHALL BE ELECTED FOR TWO YEAR TERMS. AN ANNUAL MEETING OF REGULAR MEMBERS SHALL BE HELD PRIOR TO JUNE 30 OF EACH YEAR. THE BOARD OF DIRECTORS SHALL SET THE DATE OF THE ANNUAL MEETING AND NOTICE SHALL BE GIVEN PERSONALLY OR BY FIRST-CLASS MAIL OR TELECOPY OF THE TIME AND PLACE THEREOF AND OF ANY SPECIAL BUSINESS TO BE TRANSACTED THEREAT AT LEAST 10 DAYS PRIOR THERETO. |
| FORM 990, PART VI, SECTION B, LINE 11 |
FORM 990 IS PROVIDED TO GOVERNING BODY FOR THEIR REVIEW AND APPROVAL. ALL QUESTIONS AND CONCERNS ARE ADDRESSED BY MANAGEMENT BEFORE FILING IT. |
| FORM 990, PART VI, SECTION B, LINE 12C |
NO DIRECTOR OF THE CHAMBER, WHILE HOLDING SUCH OFFICE, SHALL OCCUPY ANY PAID POSITION IN THE CHAMBER, OR DO BUSINESS WITH THE CHAMBER DIRECTLY OR INDIRECTLY OR THROUGH AN ENTITY OWNED OR CONTROLLED BY SUCH A DIRECTOR. THE EXECUTIVE DIRECTOR MONITORS ALL ACTIVITIES OF THE CHAMBER AND REPORTS TO THE FINANCE AND AUDIT COMMITTEE AND CHAIRMAN OF THE BOARD ALL POTENTIAL CONFLICTS OF INTEREST. THE BOARD OF DIRECTORS IS ULTIMATELY RESPONSIBLE FOR SUPERVISING AND MANAGING THE AFFAIRS AND FINANCES OF THE CHAMBER AND SHALL PURSUE ITS OBJECTIVES AS SET FORTH IN ITS CHARTER AND IN CONFORMITY WITH THE CHAMBER'S BYLAWS AND IN FURTHERANCE THEREOF IT SHALL HAVE THE POWER TO AUTHORIZE EXPENDITURES AND TO ENGAGE AND DISCHARGE EMPLOYEES AND REPRESENTATIVES AND TO FIX THEIR COMPENSATION. |
| FORM 990, PART VI, SECTION B, LINE 15 |
THE PROCESS FOR DETERMINING THE COMPENSATION FOR THE ORGANIZATION'S EXECUTIVE DIRECTOR AND KEY EMPLOYEES WAS PERFORMED BY THE FINANCE AND AUDIT COMMITTEE THAT IS COMPRISED OF INDEPENDENT PERSONS TO THE CHAMBER. THE COMMITTEE BASED THE COMPENSATION ON AVAILABLE AND COMPARABLE DATA. AFTER CONSIDERABLE DELIBERATION BY THE COMMITTEE A RECOMMENDATION FOR THE EXECUTIVE DIRECTOR COMPENSATION WAS MADE TO THE BOARD FOR APPROVAL. |
| FORM 990, PART VI, SECTION C, LINE 19 |
ALL GOVERNING DOCUMENTS AND FINANCIAL STATEMENTS ARE MADE AVAILABLE TO THE PUBLIC AFTER A REQUEST IS MADE TO THE BOARD OF DIRECTORS. |
Attach to Form 990 or 990-EZ.