PROPOSED BYLAWS AMENDMENTS

Article Four - Board of Trustees Section 3. Qualifications and Requirements. Any commissioner of a member jurisdiction, or their designee, is eligible to serve as a Trustee. However, at least one Trustee shall be from each of the five geographic regions outlined in these bylaws (see Appendix A). No more than two trustees shall be from a single geographic region with the region represented by one trustee rotating among the geographical regions in a fair and equitable manner accordance with the schedule set forth in Appendix A. At least one Trustee shall be a member where fuel taxes are administered by a tax or revenue department, and at least one Trustee shall be a member where fuel taxes are administered by a department of transportation or department of motor vehicles. At least one Trustee shall be a woman or minority. A single Trustee on the Board may satisfy more than one criterion. In this slide I have highlighted in red the first proposed amendment. We are making this proposal to allow the Election Committee to determine the proper rotation for the single member geographic region each year based on the current make-up of the Board. The rotation schedule worked for a while, but only before there were mid-term vacancies that ultimately resulted in longer than 3 two-year terms as replacements are usually able to complete the term of the outgoing Board member before starting their own. As you an see, the Election Committee will have to keep the single board member region rotation fairly and equitably.

Article Four - Board of Trustees – Section 10 The President of IFTA Inc. shall each year establish an Election Committee consisting of the Trustees whose terms are not expiring. The Election Committee shall select a Chair. The duties of this committee are to ensure the Qualifications and Requirements set forth in Article Four, Section 3 herein are met, to ensure equitable geographic representation is maintained through use of the rotational schedule and to conduct the election at the Annual Business Meeting. The second amendment is to change the provision regarding the Election Committee. The election committee is already required to ensure the qualifications in article 4, section 3 are met. Here we are just removing the words through the use of a rotational schedule.

Rotating Regions - One Board Member: 2008 Midwest Region APPENDIX Rotating Regions - One Board Member:   2008 Midwest Region 2009 Canadian Region 2010 Canadian Region 2011 Northeast Region 2012 Southeast Region 2013 Western Region 2014 Western Region Future years - Repeat in same order We then propose to also remove the rotation schedule from the Appendix to the Bylaws.

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