2024-02-14T16:38:15-06:00 2023-03-31 420714325 RSM US LLP 19026 RIDGEWOOD PKWY STE 400 SAN ANTONIO TX 78259 990 2022-04-01 752001539 SOCIETY OF PETROLEUM ENGINEERS INC SOCI 9729529407 222 PALISADES CREEK DR RICHARDSON TX 75080 STEVEN BYRNE CHIEF FINANCIAL OFFICER 9729529407 2024-02-14 1 STEVEN BYRNE 999009999 0 JOSEPHINE BEHREND P00715390 2108286281 2024-02-14 2 AAL1 IAL1 2022 2023-04-26 12:10:37Z MARK A RUBIN 222 PALISADES CREEK DR RICHARDSON TX 75080 36621884 0 X WWW.SPE.ORG X 1984 TX THE SOCIETY OF PETROLEUM ENGINEERS (SPE) IS A NOT-FOR-PROFIT PROFESSIONAL ASSOCIATION WHOSE MEMBERS ARE ENGAGED IN ENERGY RESOURCES DEVELOPMENT AND PRODUCTION. SPE SERVES APPROXIMATELY 119,100 MEMBERS IN 138 COUNTRIES WORLDWIDE. SPE IS A KEY RESOURCE FOR TECHNICAL KNOWLEDGE RELATED TO THE OIL AND GAS EXPLORATION AND PRODUCTION INDUSTRY AND PROVIDES SERVICES THROUGH ITS PUBLICATIONS, EVENTS, TRAINING COURSES AND ONLINE RESOURCES AT WWW.SPE.ORG. 20 20 147 4600 503976 5053 8641843 2198270 19037792 29724965 2869442 864399 2961625 194029 33510702 32981663 606411 586425 0 0 17732491 17442465 0 0 72289 12700141 19244389 31039043 37273279 2471659 -4291616 59462727 52217792 14575333 16326033 44887394 35891759 X TO CONNECT A GLOBAL COMMUNITY OF ENGINEERS, SCIENTISTS, AND RELATED ENERGY PROFESSIONALS TO EXCHANGE KNOWLEDGE, INNOVATE, AND ADVANCE THEIR TECHNICAL AND PROFESSIONAL COMPETENCE REGARDING THE EXPLORATION, DEVELOPMENT, AND PRODUCTION OF OIL AND GAS AND RELATED ENERGY RESOURCES TO ACHIEVE A SAGE, SECURE, AND SUSTAINABLE ENERGY FUTURE. 0 0 10494938 0 15198688 MEETINGS, CONFERENCES, WORKSHOPS, FORUM SERIES, TRAINING COURSES, AND SYMPOSIUMS - SPE'S MEETING STRATEGY IS TO DELIVER HIGH QUALITY MEETINGS AND EVENTS FOR THE BENEFIT OF SPE MEMBERS, AND THE PUBLIC. MEETINGS CAN BE HELD IN VARIOUS FORMATS SUCH AS CONFERENCES, WORKSHOPS, SYMPOSIA, SUMMITS, FORUMS, TRAINING, TECH TALKS, AND WEBINARS. SPE MANAGES 90-100 EVENTS A YEAR. THE EVENTS RELATE TO TECHNICAL TOPICS BROUGHT FORWARD BY MEMBERS OF SPE THAT ARE RELATED TO THE EXPLORATION AND DEVELOPMENT OF OIL AND GAS. 4975453 0 2518635 PUBLICATIONS - MAGAZINES, ONEPETRO, AND TECHNICAL JOURNALS - PROVIDES JOURNALS AND WEBSITE ACCESS FOR THE SOCIETY'S PUBLICATIONS, WEBSITES, ONLINE CONTENT REPOSITORIES AND TOOLS IN ORDER TO MAINTAIN AND STIMULATE EFFECTIVE KNOWLEDGE CAPTURE, DISSEMINATION AND ARCHIVING OF SPE'S CONTENT FOR ITS MEMBERS, AND THE PUBLIC. AVENUES OF DELIVERING THE TECHNICAL CONTENT INCLUDE SPE RESEARCH PORTALS (ONEPETRO AND PETROWIKI), SERIAL PUBLICATIONS SUCH AS THE JOURNAL OF PETROLEUM TECHNOLOGY, PEER-REVIEWED JOURNALS, SPE BOOKS AND SPE'S DEFINITIONS AND GUIDELINES. 4745312 586425 8869621 MEMBER PROGRAMS, INCLUDING U.S. SECTIONS AND STUDENT CHAPTERS - SPE MEMBER PROGRAMS INCLUDE BENEFITS AND ACTIVITIES FOR SPE MEMBERS. SPE DELIVERS TO ITS MEMBERS VARIOUS PROGRAMS THROUGH SECTIONS AND STUDENT CHAPTERS. SPE PROVIDES THE FUNDING FOR THE DISTINGUISHED LECTURER PROGRAM THAT ALLOWS SECTIONS TO INVITE UP TO 2 DISTINGUISHED LECTURERS TO THEIR MEETINGS EACH YEAR. THE DISTINGUISHED LECTURER IS A SPE VOLUNTEER WHO IS A TECHNICAL EXPERT IN HIS/HER GIVEN AREA OF OIL AND GAS. SPE COVERS ALL TRAVEL COSTS RELATED TO THE TRAVEL FOR THE DISTINGUISHED LECTURER TO THE SECTION. SPE PRODUCES PROGRAMS FOR ITS STUDENTS AND YOUNG PROFESSIONAL MEMBERS. ACTIVITIES SUCH AS STUDENT PAPER CONTESTS, PETRO BOWL, VIRTUAL CAREER PATHWAY AND LEADERSHIP ALLIANCE PROGRAMS ARE JUST A FEW OF THE PROGRAMS OFFERED TO YOUNG PROFESSIONAL AS WELL AS STUDENT MEMBERS. 2171448 3119098 ASSOCIATED STAFF COSTS, MANAGEMENT FEE INCOME, IT INFRASTRUCTURE COSTS AND MISC. REVENUE IN SUPPORT OF THE MAJOR PROGRAMS OF SPE. 2171448 3119098 22387151 1 1 0 0 0 0 0 0 0 0 1 0 0 1 1 1 0 1 0 1 1 0 0 0 0 0 0 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 1 X 135 0 1 147 1 1 1 1 BR CA EG MY AE UK 0 0 0 0 0 0 0 0 0 0 X 20 20 0 0 1 0 1 1 1 1 1 0 1 1 1 1 1 1 1 1 1 1 0 X STEVEN BYRNE 9729529407 222 PALISADES CREEK DR RICHARDSON TX 75080 TOM BLASINGAME 2021 SPE PRESIDENT TERM TO 10-03-2022 1.00 0.00 X X 0 0 0 KAMEL BEN-NACEUR 2022 SPE PRESIDENT 1.00 0.00 X X 0 0 0 MED KAMAL 2023 SPE PRESIDENT 1.00 0.00 X X 0 0 0 TERRY PALISCH 2024 SPE PRESIDENT 1.00 0.00 X X 0 0 0 QASEM AL-KAYOUMI RD - MIDDLE EAST AND NORTH AFRICA TERM 10-03-2022 1.00 0.00 X 0 0 0 ZACHARY EVANS RD- NORTH AMERICA TERM 10-03-2022 1.00 0.00 X 0 0 0 NEIL KAVANAUGH RD - ASIA PACIFIC 1.00 0.00 X 0 0 0 SILVIU LIVESCU TD - DATA SCIENCE & ENGINEERING 1.00 0.00 X 0 0 0 BOB PEARSON TD - PRODUCTION & FACILITIES TERM 10-03-2022 1.00 0.00 X 0 0 0 LAURA PRECUPANU RD - EUROPE 1.00 0.00 X 0 0 0 GAIL RAMDATH RD - LATIN AMERICA & CARIBBEAN 1.00 0.00 X 0 0 0 DAVID REID TD - DRILLING TERM 10-03-2022 1.00 0.00 X 0 0 0 DEB RYAN RD - NORTH AMERICA 1.00 0.00 X 0 0 0 IGNATIY VOLNOV RD - RUSSIA & CASPIAN 1.00 0.00 X 0 0 0 RODOLFO CAMACHO VELAZQUEZ TD - DATA SCIENCE & ENGINEERING 1.00 0.00 X 0 0 0 KAREN OLSON TD - COMPLETIONS 1.00 0.00 X 0 0 0 HISHAM ZUBARI RD - MIDDLE EAST & NORTH AFRICA 1.00 0.00 X 0 0 0 SIMEON EBURI LOSOHA RD - NORTH AMERICA 1.00 0.00 X 0 0 0 OGEE EFFIOM RD - AFRICA 1.00 0.00 X 0 0 0 HENRICUS HERWIN RD - ASIA PACIFIC 1.00 0.00 X 0 0 0 ROBERT MARTINEZ RD - NORTH AMERICA 1.00 0.00 X 0 0 0 MOHAMED AL-MARZOUQI RD - MIDDLE EAST & NORTH AFRICA 1.00 0.00 X 0 0 0 ROBIN MACMILLAN TD - DRILLING 1.00 0.00 X 0 0 0 SUE STALEY TD - HSE & SUSTAINABILITY 1.00 0.00 X 0 0 0 HAMAD AL-MARRI TD - PRODUCTION & FACILITIES 1.00 0.00 X 0 0 0 MARK A RUBIN CEO AND EXECUTIVE VP 38.00 2.00 X 465307 0 50836 MICHELLE BOYD CHIEF OPERATING OFFICER 40.00 0.00 X 266440 0 84509 STEVEN BYRNE CHIEF FINANCIAL OFFICER 38.00 2.00 X 239230 0 45570 JOHN BODEN VP INFORMATION & MEMBER SVCS 39.00 1.00 X 231436 0 53541 GLENDA SMITH VP - COMMUNICATIONS 39.00 1.00 X 230189 0 27503 LEIGH ANN RUNYAN DIRECTOR - AMERICAS EVENTS 35.00 5.00 X 222078 0 36384 JANE BOYCE DIRECTOR - MEMBER SERVICES 35.00 5.00 X 193974 0 35416 JUDY JOHNSTON GENERAL COUNSEL 39.00 1.00 X 216078 0 27142 DANA OTILLIO DIRECTOR - MULTIMEDIA 40.00 0.00 X 177472 0 33142 JASON PLOTKIN SALES 40.00 0.00 X 169376 0 10690 KIRK COLLIGAN SALES 40.00 0.00 X 160415 0 42097 KIMBERLY RICHARDSON DIRECTOR - IT 40.00 0.00 X 154230 0 27236 2726225 0 474066 38 0 1 0 FREEMAN AUDIO VISUAL SOLUTIONS 3801 ADLER DR DALLAS TX 75211 AUDIO VISUAL EQUIPMENT AT ATCE AND OTHER 1375300 THE SAN LUIS RESORT 5222 SEAWALL BLVD GALVESTON TX 77551 CATERING AND CONFERENCE ROOM RENTAL 545255 LEVY PREMIUM FOODSERVICES LLC 980 N MICHIGAN AVE CHICAGO IL 60611 CATERING 411962 SILVERCHAIR 316 E MAIN STREET SUITE 300 CHARLOTTESVILLE VA 22902 HOSTING PLATFORM SERVICES - ONE PETRO 315926 HILTON AMERICAS - HOUSTON 1600 LAMAR STREET HOUSTON TX 77010 CONFERENCE CENTER AND CATERING 303367 28 1172895 1025375 2198270 MEETINGS 561000 15198688 15198688 MEMBER DUES/ASSESSMENTS 900099 4907129 4907129 US CHAPTER REVENUE 900099 3962492 3962492 PUBLICATIONS 541800 2518635 2020755 497880 MANAGEMENT FEES 900099 2509269 2509269 628752 628752 29724965 593943 6096 587847 208250 208250 3611066 3340435 175 270631 -175 270456 270456 280688 299611 -18923 -18923 MISCELLANEOUS REVENUE 900099 4702 4702 4702 32981663 29208162 503976 1071255 586425 586425 3283369 1340469 1932921 9979 11055330 4513451 6508278 33601 626279 255685 368690 1904 1476608 602840 869280 4488 1000879 408619 589218 3042 84012 34299 49458 255 211664 86414 124607 643 22002 22002 677627 276648 398919 2060 438088 438088 88114 35973 51873 268 209525 85541 123347 637 778199 317708 458126 2365 934024 381325 549860 2839 5421654 5421654 1879 767 1106 6 1084053 442576 638182 3295 82117 33525 48342 250 US SECTIONS AND STUDENT 2633117 2276410 356707 OTHER EXPENSES 2469697 1179292 1283748 6657 PUBLICATIONS 2319644 2319644 DUES & MEMBER PROGRAMS 1525770 1525770 263203 262116 1087 37273279 22387151 14813839 72289 5743645 2037446 6438872 6198047 1262240 566497 2143624 3000391 21776043 13948319 8506557 7827724 23354076 21335701 836370 721874 11177343 10530112 59462727 52217792 5430699 6108793 9144634 9563478 0 653762 14575333 16326033 X 42711832 33849023 2175562 2042736 44887394 35891759 59462727 52217792 X -4291616 -2664120 -2039899 X 0 1 X 1 0 X 1964614 340056 6413530 8641843 2198270 19558313 40126644 39858102 12855151 18637798 29507773 140985468 42091258 40198158 19268681 27279641 31706043 160543781 1855 2193 2564 2343 1865 10820 8380621 8806986 735260 1168771 4100236 23191874 8382476 8809179 737824 1171114 4102101 23202694 137341087 896734 1334770 902300 823057 796097 4752958 896734 1334770 902300 823057 796097 4752958 9522 5353 4129 14255 6053 39312 2305 -6215 2919917 4702 2920709 42997514 41540586 20168895 31036870 32512895 168256760 0.81630 0.79740 0.02820 0.02640 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 1085675 1085675 10243012 4849718 5393294 58530 58530 10388826 9098601 1290225 7827724 INTEREST IN NET ASSETS OF RELATED FOUNDATION 9752058 INVESTMENTS IN SUBSIDIARIES 128337 ROU ASSET - LEASE 581407 ROU ASSET - EQUIPMENT 68310 10530112 OPERATING LEASE 596138 FINANCING LEASE 57624 653762 X PART X, LINE 2: THE COMPANY IS EXEMPT FROM FEDERAL INCOME TAX UNDER SECTION 501 (C)(3) OF THE INTERNAL REVENUE CODE AS A PUBLIC CHARITY. HOWEVER, THE COMPANY IS SUBJECT TO INCOME TAXES ON ANY UNRELATED BUSINESS INCOME THAT IS DERIVED FROM ACTIVITIES NOT IN FURTHERANCE OF ITS EXEMPT PURPOSES. THE COMPANY'S UNRELATED BUSINESS INCOME CONSISTS PRINCIPALLY OF ADVERTISING INCOME. THE SUBSIDIARIES ARE ALSO EXEMPT FROM LOCAL TAXES IN THEIR RESPECTIVE COUNTRIES, EXCEPT FOR SPE ASIA PACIFIC (M) SDN BHD WHICH IS SUBJECT TO A 25% CORPORATE INCOME TAX. THE COMPANY'S INCOME TAX EXPENSE FOR THE YEARS ENDED MARCH 31, 2023 AND 2022 IS NOT SIGNIFICANT TO THE FINANCIAL STATEMENTS. MANAGEMENT HAS EVALUATED THE COMPANY'S TAX POSITIONS AND CONCLUDED THAT THE COMPANY HAS TAKEN NO UNCERTAIN TAX POSITIONS THAT REQUIRE ADJUSTMENT TO THE FINANCIAL STATEMENT TO COMPLY WITH THE PROVISIONS OF THE FINANCIAL ACCOUNTING STANDARDS BOARD'S (FASB) GUIDANCE ON ACCOUNTING FOR UNCERTAIN INCOME TAXES. WITH FEW EXCEPTIONS, THE ORGANIZATION IS NO LONGER SUBJECT TO U.S. FEDERAL OR STATE AND LOCAL INCOME TAX EXAMINATIONS BY TAX AUTHORITIES FOR YEARS BEFORE 2020. EAST ASIA AND THE PACIFIC 1 40 PROGRAM SERVICES MEETINGS AND TRAINING COURSES 851542 EAST ASIA AND THE PACIFIC 0 0 INVESTMENT 2721935 MIDDLE EAST AND NORTH AFRICA 0 0 INVESTMENT 7961839 EUROPE (INCLUDING ICELAND & GREENLAND) 0 0 INVESTMENT 5699900 NORTH AMERICA 0 0 INVESTMENT 655903 1 40 0 0 1 40 17891119 0 17891119 0 0 1 0 0 1 PART III ACCOUNTING METHOD: 1 US SECTION SCHOLARSHIPS 295 586425 PART I, LINE 2: SCHOLARSHIPS ARE PROVIDED TO RECIPIENTS BASED UPON STATED QUALIFICATIONS AND ARE MONITORED THROUGH REQUIRED SUBMISSION OF GRADE AND PROOF OF ENROLLMENT. SPE'S MEMBER PROGRAMS GROUPS MONITORS THE SCHOLARSHIP AWARD WINNER'S GRADES TO ENSURE THAT THE RECIPIENT STILL QUALIFIES FOR THE SCHOLARSHIPS BASED ON GRADES AND DEGREE PROGRAM. IF THE RECIPIENT FAILS TO MEET THE GRADE REQUIREMENT AND/OR LEAVES THE FIELD OF STUDY, THE RECIPIENT IS NO LONGER AVAILABLE FOR FUTURE SCHOLARSHIPS. THIS INFORMATION IS REQUESTED ANNUALLY FOR THOSE RECIPIENTS THAT HAVE A MULTIPLE YEAR SCHOLARSHIP. SCHOLARSHIP RECIPIENTS ARE AWARDED BY VARIOUS SPE SCHOLARSHIP COMMITTEES. X 1 1 X X X 0 1 0 0 0 0 0 0 0 MARK A RUBIN CEO AND EXECUTIVE VP 464911 0 0 0 396 0 20130 0 30706 0 516143 0 0 0 MICHELLE BOYD CHIEF OPERATING OFFICER 266440 0 0 0 0 0 33227 0 51282 0 350949 0 0 0 JOHN BODEN VP INFORMATION & MEMBER SVCS 231178 0 0 0 258 0 16108 0 37433 0 284977 0 0 0 STEVEN BYRNE CHIEF FINANCIAL OFFICER 238834 0 0 0 396 0 16500 0 29070 0 284800 0 0 0 LEIGH ANN RUNYAN DIRECTOR - AMERICAS EVENTS 221820 0 0 0 258 0 15186 0 21198 0 258462 0 0 0 GLENDA SMITH VP - COMMUNICATIONS 229427 0 0 0 762 0 14983 0 12520 0 257692 0 0 0 JUDY JOHNSTON GENERAL COUNSEL 215682 0 0 0 396 0 14432 0 12710 0 243220 0 0 0 JANE BOYCE DIRECTOR - MEMBER SERVICES 193212 0 0 0 762 0 13140 0 22276 0 229390 0 0 0 DANA OTILLIO DIRECTOR - MULTIMEDIA 177382 0 0 0 90 0 12081 0 21061 0 210614 0 0 0 KIRK COLLIGAN SALES 160373 0 0 0 42 0 10834 0 31263 0 202512 0 0 0 KIMBERLY RICHARDSON DIRECTOR - IT 153972 0 0 0 258 0 10601 0 16635 0 181466 0 0 0 JASON PLOTKIN SALES 169364 0 0 0 12 0 10118 0 572 0 180066 0 0 0 PART I, LINE 1A THERE IS NO CHARTER TRAVEL. DIRECTORS ARE ALLOWED TO FLY BUSINESS CLASS OR FIRST CLASS FOR FLIGHTS THAT EXCEED 8 HOURS. SENIOR MANAGERS CAN FLY FIRST OR BUSINESS CLASS IF THE FLIGHT IS OVER 8 HOURS. THIS IS NOT TREATED AS TAXABLE INCOME TO THE INDIVIDUAL. PART I, LINE 4B THE ORGANIZATION PROVIDES A SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN FOR CERTAIN EXECUTIVES. THE FOLLOWING INDIVIDUAL(S) PARTICIPATE IN THE PLAN: - MARK A. RUBIN FORM 990, PART VI, SECTION A, LINE 4 ARTICLE XII - ELECTIONS - SECTION 3 - AMENDED AS FOLLOWS: SECTION 3 - MEMBER PETITION. THE BOARD OF DIRECTORS SHALL REPORT THE NOMINATIONS AT THE EARLIEST OPPORTUNITY IN THE JOURNAL OF PETROLEUM TECHNOLOGY (JPT) AND/OR BY SUCH OTHER MEANS AS MAY BE PRESCRIBED BY THE BOARD OF DIRECTORS. ADDITIONAL NOMINATIONS MAY BE SUBMITTED TO THE BOARD OF DIRECTORS IN THE FOLLOWING MANNER: A. PRESIDENT-ELECT. ADDITIONAL NOMINATIONS FOR PRESIDENT-ELECT MAY BE MADE BY PETITION FROM AT LEAST ONE PERCENT (1%) (AS OF THE MOST RECENT YEAR-END PROFESSIONAL MEMBERSHIP COUNT) OF THE VOTING MEMBERS OF SPE; PROVIDED THAT, IN ADDITION TO THE REQUIREMENTS FOR NOMINEES IN ARTICLE XII, SECTION 3(D), NOMINEES FOR THIS POSITION ARE REQUIRED TO HAVE PRIOR SERVICE ON THE BOARD OF DIRECTORS AND MUST HAVE A SERVICE BREAK OF AT LEAST ONE YEAR BETWEEN A CANDIDATE'S END OF SERVICE ON THE BOARD OF DIRECTORS AND THE NEW TERM FOR WHICH THEY WOULD BE NOMINATED TO SERVE AS PRESIDENT-ELECT. IF THERE ARE MULTIPLE CANDIDATES FOR THE PRESIDENT-ELECT POSITION, NO MEMBER MAY SIGN MORE THAN ONE PRESIDENT-ELECT PETITION. B. REGIONAL DIRECTORS. ADDITIONAL NOMINATIONS FOR REGIONAL DIRECTORS MAY BE MADE BY PETITION FROM AT LEAST TWO PERCENT (2%) (AS OF THE MOST RECENT CALENDAR YEAR-END PROFESSIONAL MEMBERSHIP COUNT), BUT NO FEWER THAN 150, OF THE VOTING MEMBERS WITHIN THAT REGION (OR SUB-REGION AS SPECIFIED BELOW). EXCEPT AS OTHERWISE DETERMINED FOR GOOD CAUSE BY THE BOARD OF DIRECTORS, NO MORE THAN EIGHTY PERCENT (80%) OF THE SIGNATURES FOR A PETITION SHALL BE FROM ANY ONE SECTION WITHIN THE REGION (OR SUB-REGION). FOR REGIONAL DIRECTOR POSITIONS FROM LARGE REGIONS REPRESENTED BY MULTIPLE DIRECTORS, SUCH AS NORTH AMERICA, THE BOARD OF DIRECTORS MAY, BY BOARD POLICY, DESIGNATE REGIONAL DIRECTOR POSITIONS BY SUB-REGIONS AND SUCH DESIGNATIONS WOULD APPLY TO PETITION NOMINEES AS WELL AS BOARD NOMINEES. IF THERE ARE MULTIPLE CANDIDATES FOR A REGIONAL DIRECTOR POSITION, NO MEMBER MAY SIGN MORE THAN ONE PETITION IN THAT REGION. REGIONAL DIRECTORS MUST HAVE PAST EXPERIENCE AS A SECTION OFFICER (IN ANY REGION) AND RESIDE IN THE REGION OR SUB-REGION CORRESPONDING TO THE SUBJECT BOARD OF DIRECTORS POSITION. A REGIONAL DIRECTOR POSITION DESCRIPTION SHALL BE ADOPTED AS PART OF THE BOARD NOMINATING POLICY THAT MAY BE REFERRED TO FOR APPROPRIATE NOMINEE CRITERIA. C. TECHNICAL DIRECTORS. ADDITIONAL NOMINATIONS FOR TECHNICAL DIRECTORS MAY BE MADE BY PETITION FROM AT LEAST TWO PERCENT (2%) (AS OF THE MOST RECENT YEAR-END PROFESSIONAL MEMBERSHIP COUNT), BUT NO FEWER THAN 150, OF THE VOTING MEMBERS WITHIN THAT TECHNICAL DISCIPLINE, INCLUDING BOTH PRIMARY AND SECONDARY DISCIPLINE MEMBERS. IF THERE ARE MULTIPLE CANDIDATES FOR A TECHNICAL DIRECTOR POSITION, NO MEMBER MAY SIGN MORE THAN ONE PETITION FOR EACH POSITION. NOMINEES SHOULD BE A RECOGNIZED SUBJECT MATTER EXPERTS (SME) BY EXPERIENCE AND/OR EDUCATION FOR THEIR RESPECTIVE TECHNICAL DISCIPLINE AND ALSO BE AN ACTIVE MEMBER OF THAT TECHNICAL COMMUNITY AND MUST HAVE SELECTED THE DISCIPLINE CORRESPONDING TO THE SUBJECT BOARD POSITION AS THEIR PRIMARY OR SECONDARY DISCIPLINE. A TECHNICAL DIRECTOR POSITION DESCRIPTION SHALL BE ADOPTED AS PART OF THE BOARD NOMINATING POLICY THAT MAY BE REFERRED TO FOR APPROPRIATE NOMINEE CRITERIA. D. NOMINEE REQUIREMENTS, VOTING MEMBERS, AND PETITION INFORMATION. NOMINEES FOR ALL POSITIONS MUST BE VOTING MEMBERS AND OTHERWISE MEET THE REQUIREMENTS OF THE POSITION. FOR PURPOSES OF THIS ARTICLE XII, SECTION 3, VOTING MEMBERS MEANS PROFESSIONAL MEMBERS IN GOOD STANDING. PETITIONS MUST CONTAIN THE FOLLOWING INFORMATION: - POSITION (OFFICE) FOR WHICH THE PETITION FOR BALLOT ELECTION IS CIRCULATED - NAME OF PROPOSED PETITION NOMINEE (INCLUDING AFFILIATION AND ADDRESS) - RESUME OR QUALIFICATIONS OF THE NOMINEE E. PETITION PROCESS. IN ORDER TO ENSURE THAT PETITION SIGNATURES ARE VALID, SPE WILL CREATE AN ONLINE PETITION THAT WILL REQUIRE A MEMBER LOGIN TO COLLECT AND VALIDATE THE SIGNATURES. THERE MAY BE ADDITIONAL IDENTIFICATION REQUIREMENTS FOR THE PURPOSE OF MEMBER VALIDATION. SPE WILL, AT A MINIMUM, RECORD THE NAME AND MEMBER NUMBER OF EACH MEMBER WHO SIGNS THE PETITION. SPE'S ROLE IN THE PROCESS WILL BE SOLELY TO CREATE THE ONLINE PETITION AND DETERMINE THE VALIDITY OF THE SIGNATURES. SPE WILL NOT COMMUNICATE TO MEMBERS REGARDING THE PETITION CAMPAIGN, AS THAT IS THE RESPONSIBILITY OF THE PETITION ORGANIZERS. THE PETITION PROCESS MUST BE COMPLETED LATER THAN 45 DAYS FOLLOWING THE PUBLICATION DATE OF THE SLATE OF BOARD OF DIRECTORS APPROVED NOMINEES IN THE JPT. ONLY VOTING MEMBERS AT THE DATE OF PUBLICATION OF THE SLATE OF BOARD OF DIRECTORS' NOMINATIONS ARE ELIGIBLE TO SIGN A PETITION. F. NO SUCCESSFUL PETITION; ELECTION OF BOARD OF DIRECTORS' NOMINEES. BOARD OF DIRECTORS' NOMINEES FOR POSITIONS WITH RESPECT TO WHICH NO PETITION WITH THE REQUISITE NUMBER OF SIGNATURES IS RECEIVED WITHIN 45 DAYS FOLLOWING THE PUBLICATION DATE OF THE SLATE OF NOMINEES IN THE JPT SHALL BE DEEMED ELECTED TO SUCH POSITIONS. G. ELECTIONS. IF ADDITIONAL NOMINATIONS ARE RECEIVED BY PETITIONS THAT SUCCESSFULLY MEET THE SIGNATURE THRESHOLD BY THE PRESCRIBED DEADLINE, AS PROVIDED FOR IN THIS ARTICLE XII, A REPORT OF ALL NOMINEES FOR THE POSITIONS CONCERNED SHALL BE PUBLISHED IN THE JPT. THE REPORT SHALL IDENTIFY THE NAME OF THE BOARD OF DIRECTORS APPROVED CANDIDATE AND THE NAME OF THE SUCCESSFUL PETITION CANDIDATE(S) FOR EACH POSITION AND SHALL INCLUDE SUCH OTHER INFORMATION AS THE BOARD OF DIRECTORS DEEMS APPROPRIATE. IF THERE IS AT LEAST ONE SUCCESSFUL PETITION CANDIDATE, A BALLOT SHOWING ALL OF THE NOMINEES FOR THE POSITION(S), INCLUDING THE BOARD OF DIRECTORS' APPROVED CANDIDATE AND ALL SUCCESSFUL PETITION CANDIDATES, SHALL BE DISTRIBUTED TO ALL VOTING MEMBERS WITHIN 15 DAYS FOLLOWING THE END OF THE 45-DAY PETITION PERIOD. ALL ELECTIONS WILL BE CONDUCTED ELECTRONICALLY FOR A PERIOD OF 30 DAYS. BALLOTS SHALL IDENTIFY THE NAME OF THE BOARD OF DIRECTORS' APPROVED CANDIDATE AND THE NAME OF THE SUCCESSFUL PETITION CANDIDATE(S) FOR EACH POSITION. IN ORDER TO BE PLACED ON THE BALLOT, ALL CANDIDATES MUST AGREE TO ABIDE BY GUIDELINES ESTABLISHED BY THE SPE, IN ITS SOLE DISCRETION, TO ENSURE A FAIR AND RESPECTFUL CAMPAIGN, IN LINE WITH THE SPE CODE OF CONDUCT. AN INDEPENDENT THIRD PARTY, HIRED BY THE SPE, WILL HANDLE THE ELECTION AND COLLECTION OF THE VOTES. ONLY VOTING MEMBERS AT THE BEGINNING OF THE ELECTION ARE ELIGIBLE TO VOTE IN THE ELECTION. ALL VOTING MEMBERS MAY VOTE IN ELECTIONS FOR THE SPE PRESIDENT, REGIONAL DIRECTORS AND TECHNICAL DIRECTORS. THE NOMINEES FOR EACH POSITION RECEIVING THE PLURALITY OF THE VOTES SHALL BE DECLARED ELECTED BY THE BOARD OF DIRECTORS. H. ADDITIONAL REQUIREMENTS. ADDITIONAL REQUIREMENTS AND THE PROCESS FOR PETITIONS AND ELECTIONS SHALL BE DETERMINED BY THE BOARD OF DIRECTORS IN ITS SOLE DISCRETION AND SET FORTH IN THE JPT AND/OR BY SUCH OTHER MEANS AS MAY BE PRESCRIBED BY THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION A, LINE 6 THE ORGANIZATION IS ORGANIZED AS A NONPROFIT WITH MEMBERS WHO, PURSUANT TO THE ORGANIZATION'S GOVERNING DOCUMENTS, HAVE THE RIGHT TO PARTICIPATE IN THE ORGANIZATION'S GOVERNANCE. THE MEMBER RIGHTS INCLUDE: 1) TO BE REPRESENTED IN AND TO PARTICIPATE IN, THE WORK OF THE SOCIETY WITH THE RIGHT TO VOTE; 2) TO STAND FOR ELECTION, AND TO NOMINATE CANDIDATES FOR ALL OFFICIAL BODIES OF THE SOCIETY; 3) TO SUBMIT PROPOSALS TO THE SOCIETY AND TO OTHER BODIES OF THE SOCIETY; AND 4) TO ASSEMBLE IN SECTIONS OR CHAPTERS FOR THE ENJOYMENT OF THE INDIVIDUAL MEMBERS. FORM 990, PART VI, SECTION A, LINE 7A SEE NARRATIVE FOR FORM 990, PART VI, LINE 6. FORM 990, PART VI, SECTION A, LINE 7B THE TEXAS BUSINESS ORGANIZATION CODE (TBOC) REQUIRES A TEXAS CORPORATION TO GO OUT TO MEMBERSHIP VOTE FOR CERTAIN APPROVED FUNDAMENTAL ACTIONS. SEC. 22.164. VOTE REQUIRED TO APPROVE FUNDAMENTAL ACTION. (A) IN THIS SECTION, "FUNDAMENTAL ACTION" MEANS: (1) AN AMENDMENT OF A CERTIFICATE OF FORMATION, INCLUDING AN AMENDMENT REQUIRED FOR THE CANCELLATION OF AN EVENT REQUIRING WINDING UP IN ACCORDANCE WITH SECTION 11.152(B); (2) A VOLUNTARY WINDING UP UNDER CHAPTER 11; (3) A REVOCATION OF A VOLUNTARY DECISION TO WIND UP UNDER SECTION 11.151; (4) A CANCELLATION OF AN EVENT REQUIRING WINDING UP UNDER SECTION 11.152(A); (5) A REINSTATEMENT UNDER SECTION 11.202; (6) A DISTRIBUTION PLAN UNDER SECTION 22.305; (7) A PLAN OF MERGER UNDER SUBCHAPTER F; (8) A SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF A CORPORATION UNDER SUBCHAPTER F; (9) A PLAN OF CONVERSION UNDER SUBCHAPTER F; OR (10) A PLAN OF EXCHANGE UNDER SUBCHAPTER F. (B) EXCEPT AS OTHERWISE PROVIDED BY SUBSECTION (C) OR (D) OR THE CERTIFICATE OF FORMATION IN ACCORDANCE WITH SECTION 22.162, THE VOTE REQUIRED FOR APPROVAL OF A FUNDAMENTAL ACTION IS: (1) AT LEAST TWO-THIRDS OF THE VOTES THAT MEMBERS PRESENT IN PERSON OR BY PROXY ARE ENTITLED TO CAST AT THE MEETING AT WHICH THE ACTION IS SUBMITTED FOR A VOTE, IF THE CORPORATION HAS MEMBERS WITH VOTING RIGHTS; (2) AT LEAST TWO-THIRDS OF THE VOTES OF MEMBERS PRESENT AT THE MEETING AT WHICH THE ACTION IS SUBMITTED FOR A VOTE, IF THE MANAGEMENT OF THE AFFAIRS OF THE CORPORATION IS VESTED IN THE CORPORATION'S MEMBERS UNDER SECTION 22.202; OR (3) THE AFFIRMATIVE VOTE OF THE MAJORITY OF THE DIRECTORS IN OFFICE, IF THE CORPORATION HAS NO MEMBERS OR HAS NO MEMBERS WITH VOTING RIGHTS. (C) IF ANY CLASS OF MEMBERS IS ENTITLED TO VOTE ON THE FUNDAMENTAL ACTION AS A CLASS BY THE TERMS OF THE CERTIFICATE OF FORMATION OR THE BYLAWS, THE VOTE REQUIRED FOR THE APPROVAL OF THE FUNDAMENTAL ACTION IS THE VOTE REQUIRED BY SUBSECTION (B)(1) AND AT LEAST TWO-THIRDS OF THE VOTES THAT THE MEMBERS OF EACH CLASS IN PERSON OR BY PROXY ARE ENTITLED TO CAST AT THE MEETING AT WHICH THE ACTION IS SUBMITTED FOR A VOTE. (D) IF THE CORPORATION HAS NO MEMBERS OR HAS NO MEMBERS WITH VOTING RIGHTS AND THE CORPORATION DOES NOT HOLD ANY ASSETS AND HAS NOT SOLICITED ANY ASSETS OR OTHERWISE ENGAGED IN ACTIVITIES, THE VOTE REQUIRED FOR APPROVAL OF A FUNDAMENTAL ACTION CONSISTING OF AN AMENDMENT TO THE CERTIFICATE OF FORMATION TO CANCEL AN EVENT REQUIRING WINDING UP OR ANY OF THE ACTIONS DESCRIBED BY SUBSECTIONS (A)(2) THROUGH (A)(6) IS THE AFFIRMATIVE VOTE OF A MAJORITY OF THE ORGANIZERS OR A MAJORITY OF THE DIRECTORS IN OFFICE. FORM 990, PART VI, SECTION B, LINE 11B THE ORGANIZATION'S FORM 990 UNDERGOES A NUMBER OF INTERNAL AND EXTERNAL REVIEWS BEFORE IT IS FILED WITH THE IRS; THE RETURN IS PREPARED BY THE ORGANIZATION'S PUBLIC ACCOUNTING FIRM, RSM US LLP, AND IS REVIEWED BY THE ORGANIZATION'S CFO. THE SPE AUDIT COMMITTEE REVIEWS THE FORM 990 PRIOR TO FILING WITH THE IRS. THE BOARD IS PROVIDED A COPY OF THE FINAL FORM 990 VIA POSTING TO THE BOARD WEBPORTAL. FORM 990, PART VI, SECTION B, LINE 12C THE ORGANIZATION REGULARLY AND CONSISTENTLY ENFORCES COMPLIANCE WITH ITS CONFLICT OF INTEREST POLICY VIA ITS INTERNAL AUDIT PROCESSES. THE INTERNAL AUDIT DEPARTMENT MONITORS THE CONTRACTING AND DISBURSEMENT PROCESS TO ENSURE THAT NO CONTRACTS ARE ISSUED, OR PAYMENTS MADE, TO PERSONS OR ENTITIES THAT WOULD HAVE A CONFLICT OF INTEREST. SPE HAS A POLICY PROHIBITING CONFLICTS OF INTEREST. BOARD MEMBERS AND DIRECTORS OF THE ORGANIZATION ARE AWARE OF THE POLICY AND HAVE AGREED TO ABIDE BY IT. SPE REPORTS QUARTERLY TO THE SPE AUDIT COMMITTEE ANY PRE-APPROVAL OF POTENTIAL CONFLICT OF INTEREST ACTIVITY. FORM 990, PART VI, SECTION B, LINE 15 THE SPE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS, ALL OF WHOM ARE INDEPENDENT, ANNUALLY REVIEW AND APPROVE ALL SALARY INCREASES FOR EXECUTIVE DIRECTOR AND STAFF DIRECTORS BASED ON SURVEY DATA. THE RESULTS OF THE DELIBERATIONS ARE DOCUMENTED CONTEMPORANEOUSLY BY THE COMMITTEE. FORM 990, PART VI, SECTION C, LINE 19 GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICIES, AND FINANCIAL STATEMENTS ARE NOT REQUIRED DISCLOSURES PURSUANT TO INTERNAL REVENUE CODE (IRC) SECTION 6104. THESE DOCUMENTS ARE NOT AVAILABLE TO THE PUBLIC AT THIS TIME. FORM 990, PART XI, LINE 9: CHANGE IN NET ASSETS OF RELATED FOUNDATION -1,296,948. CHANGE IN NET ASSETS OF US CHAPTERS/SECTIONS -742,951. 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