| FORM 990, PART VI, SECTION A, LINE 6 |
REGULAR AND CORPORATE MEMBERS - A) ANY INDIVIDUAL, PARTNERSHIP, CORPORATION OR ASSOCIATION THAT HAS ESTABLISHED, OR IS INTERESTED IN ESTABLISHING BUSINESS AND COMMERCIAL RELATIONS BETWEEN SPAIN AND THE UNITED STATES AND HAVING INTERESTS GERMANE TO THE AIMS AND PURPOSES OF THE CHAMBER, MAY BE ADMITTED AS A REGULAR OR CORPORATE MEMBER. B) A PARTNERSHIP, CORPORATION OR ASSOCIATION ADMITTED AS A REGULAR OR CORPORATE MEMBER MAY, IN WRITING, DESIGNATE ONE OF ITS MEMBERS, OFFICERS, DIRECTORS OR EMPLOYEES AS ITS REPRESENTATIVE TO THE CHAMBER (EACH, A "DESIGNATED REPRESENTATIVE"), AND THE DESIGNATED REPRESENTATIVE SHALL BE ELIGIBLE, AS SUCH, TO EXERCISE THE PRIVILEGES OF REGULAR OR CORPORATE MEMBERSHIP. HEREINAFTER, THROUGHOUT, THE TERM "REGULAR MEMBERS OR "CORPORATE MEMBERS" SHALL INCLUDE SUCH DESIGNATED REPRESENTATIVES. C) REGULAR AND CORPORATE MEMBERS IN GOOD STANDING AND MAINTAINING A LEGAL RESIDENCE OR AN OFFICE IN THE UNITED STATES OF AMERICA FOR THE TRANSACTION OF BUSINESS SHALL HAVE THE RIGHT TO VOTE AND 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 (REGULAR AND CORPORATE MEMBERS IN GOOD STANDING AND MAINTAINING A LEGAL RESIDENCE OR AN OFFICE IN THE UNITED STATES OF AMERICA FOR THE TRANSACTION OF BUSINESS SHALL BE REFERRED TO HEREINAFTER AS "VOTING MEMBERS"). D) CORPORATE MEMBERS IN GOOD STANDING AND MAINTAINING A LEGAL RESIDENCE OR AN OFFICE IN THE UNITED STATES OF AMERICA FOR THE TRANSACTION OF BUSINESS SHALL ALSO HAVE THE RIGHT TO HOLD OFFICE IN THE CHAMBER. E) REGULAR AND CORPORATE MEMBERS IN GOOD STANDING 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 HAVE THE RIGHT TO VOTE OR TO HOLD OFFICE IN THE CHAMBER. YOUNG PROFESSIONALS - A) ANY INDIVIDUAL YOUNGER THAN 35 YEARS OLD MAY BE ADMITTED AS A YOUNG PROFESSIONAL. B) YOUNG PROFESSIONALS IN GOOD STANDING SHALL BE ENTITLED TO ALL THE PRIVILEGES ENJOYED BY REGULAR MEMBERS, EXCEPT THAT YOUNG PROFESSIONALS SHALL NOT HAVE THE RIGHT TO VOTE. 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 OR BE COUNTED FOR QUORUM PURPOSES. B) THE AMBASSADOR OF THE KINGDOM OF SPAIN TO THE UNITED STATES AND THE U.S. AMBASSADOR TO THE KINGDOM OF SPAIN AND PRINCIPALITY OF ANDORRA SHALL EACH BE HONORARY PRESIDENT OF THE CHAMBER AND EACH SHALL ENJOY THE RIGHT TO PARTICIPATE IN ALL CHAMBER MEETINGS AND EXERCISE ALL CORRESPONDING RIGHTS, AS LIMITED BY SUBSECTION (A) ABOVE. C) GIVEN THE EXISTENCE OF COMMON OBJECTIVES BETWEEN THE CHAMBER AND THE COMMERCIAL OFFICE OF SPAIN IN NEW YORK, THE SENIOR TRADE COMMISSIONER OF THE TRADE COMMISSION OF SPAIN IN NEW YORK SHALL BE TECHNICAL ADVISOR, HONORARY MEMBER OF THE BOARD OF DIRECTORS, AND HONORARY VICE PRESIDENT OF THE CHAMBER, AND SHALL ENJOY THE RIGHT TO PARTICIPATE IN ALL CHAMBER MEETINGS AND EXERCISE ALL CORRESPONDING RIGHTS, AS LIMITED BY SUBSECTION (A) ABOVE. IN THE CASE OF ABSENCE, THE SENIOR TRADE COMMISSIONER WILL BE REPLACED BY THE TRADE COMMISSIONER. D) THE BOARD OF DIRECTORS, AT ITS DISCRETION, ALSO MAY DESIGNATE AS AN INDIVIDUAL HONORARY MEMBER OF THE CHAMBER ANY PERSON WHO SHALL HAVE MADE A 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 OF SUCH DESIGNATION, SIGNED BY THE HIGHEST OFFICERS OF THE CHAMBER. |
| FORM 990, PART VI, SECTION A, LINE 7A |
THE NOMINATING COMMITTEE WILL PREPARE A LIST OF CANDIDATES FOR BOARD MEMBERS, WHICH SHALL INDICATE THE CAPACITY IN WHICH EACH CANDIDATE IS NOMINATED (EITHER INDIVIDUALLY OR AS A DESIGNATED REPRESENTATIVE) AND WHICH SHALL BE FILED IN THE OFFICE OF THE CHAMBER AT LEAST 15 DAYS PREVIOUS TO THE ANNUAL MEETING OF MEMBERS. IN ADDITION, ANY THREE REGULAR OR CORPORATE MEMBERS IN GOOD STANDING (A NOMINATOR AND TWO SECONDS) SHALL BE ENTITLED TO NOMINATE A CANDIDATE OR CANDIDATES FOR DIRECTORS AT THE ANNUAL MEETING OF THE MEMBERS. A MEMBER SHALL NOT BE ELIGIBLE FOR THE OFFICE OF DIRECTOR UNLESS PROPOSED AS A CANDIDATE BY THE METHOD PROVIDED IN THIS SECTION, AND ANY VOTE GIVEN TO A MEMBER WHOSE NAME HAS NOT BEEN SO PROPOSED AS A CANDIDATE SHALL BE CONSIDERED VOID. A COPY OF THE LIST OF CANDIDATES PREPARED AND SUBMITTED BY THE NOMINATING COMMITTEE IN COMPLIANCE WITH THE FOREGOING PROVISIONS SHALL BE MAILED OR ELECTRONICALLY MAILED AT LEAST TEN DAYS IN ADVANCE OF THE ANNUAL MEETING TO EACH VOTING MEMBER. REGULAR AND CORPORATE MEMBERS WILL VOTE AT THE ANNUAL MEETING OF MEMBERS TO APPOINT THE DIRECTORS INCLUDED IN THE LIST OF CANDIDATES. AN ANNUAL MEETING OF MEMBERS SHALL BE HELD PRIOR TO JUNE 30 OF EACH YEAR. THE PRESIDENT SHALL SET THE DATE OF THE ANNUAL MEETING AND NOTICE SHALL BE GIVEN PERSONALLY (INCLUDING BY COURIER), BY FIRST-CLASS MAIL OR BY ELECTRONIC MAIL OF THE TIME AND PLACE THEREOF AND OF ANY BUSINESS TO BE TRANSACTED THEREAT AT LEAST 10 DAYS PRIOR THERETO. THE FOLLOWING SHALL BE THE BUSINESS AT THE ANNUAL MEETING OF MEMBERS: A) CHAIRMAN OR PRESIDENT'S WELCOME, B) TREASURER'S REPORT, C) REPORT OF THE NOMINATING COMMITTEE AND ELECTION OF DIRECTORS, D) ELECTION OF DIRECTORS, E) REPORTS OF OFFICERS AND COMMITTEES, AND F) OTHER BUSINESS AS MAY PROPERLY BE BROUGHT BEFORE THE METTING. THE ORDER OF BUSINESS SHALL BE SET BY THE PRESIDENT AND BE SET FORTH IN THE NOTICE. EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW OR THESE BYLAWS, THE LESSER OF (I) THE NUMBER OF VOTING MEMBERS ENTITLED TO CAST 100 VOTES OR (II) ONE TENTH OF THE TOTAL NUMBER OF VOTES ENTITLED TO BE CAST SHALL CONSTITUTE A QUORUM FOR THE TRANSACTION OF ALL BUSINESS AT MEETINGS OF THE MEMBERS. THE CONCURRING VOTE OF A MAJORITY OF THE VOTING MEMBERS THAT ARE PRESENT AND VOTING AT A DULY CALLED AND REGULARLY HELD GENERAL OR SPECIAL MEETING OF MEMBERS, SHALL BE NECESSARY FOR ANY ACTION TO BE TAKEN THEREAT. |
| FORM 990, PART VI, SECTION B, LINE 11B |
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. DIRECTORS, OFFICERS AND KEY EMPLOYEES OF SPAIN-U.S. CHAMBER OF COMMERCE, INC. MUST COMPLETE, SIGN AND SUBMIT A CONFLICT OF INTEREST POLICY, ADOPTED AS OF APRIL 16, 2015, PRIOR TO HIS OR HER INITIAL ELECTION OR APPOINTMENT (FOR DIRECTORS AND OFFICERS) OR PRIOR TO HIS OR HER INITIAL HIRING (FOR KEY EMPLOYEES). AT LEAST ANNUALLY THEREAFTER, OR UPON ANY RELEVANT CHANGE OF CIRCUMSTANCES, EACH COVERED PERSON SHALL SUBMIT EITHER (A) A REVISED CONFLICT OF INTEREST STATEMENT OR (B) AN UPDATE OF CONFLICT OF INTEREST STATEMENT WHICH CERTIFIES THAT THE PRIOR STATEMENT REMAINS UNCHANGED EXCEPT AS DISCLOSED THEREIN. ALL SUCH STATEMENTS AND CERTIFICATION SHALL BE SUBMITTED TO THE SECRETARY, WHO SHALL PROVIDE A COPY OF ALL COMPLETED STATEMENTS AND CERTIFICATIONS TO THE PRESIDENT OF THE BOARD OR THE CHAIR OF AN AUTHORIZED COMMITTEE, AS APPROPRIATE. A COPY OF EACH DISCLOSURE STATEMENT SHALL BE AVAILABLE TO ANY DIRECTOR OF THE CHAMBER ON REQUEST. |
| FORM 990, PART VI, SECTION B, LINE 15A |
THE PROCESS FOR DETERMINING THE COMPENSATION FOR THE ORGANIZATION'S EXECUTIVE DIRECTOR 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. |
| FORM 990, PART XII, LINE 2C: |
THIS PROCESS HAS NOT CHANGED FROM PRIOR YEAR. |
Attach to Form 990 or 990-EZ.