2014-05-12T14:18:27-05:00 2013-12-31 260794367 UHY ADVISORS MID-ATLANTIC MD INC 8601 ROBERT FULTON DRIVE SUITE 210 COLUMBIA MD 21046 990 2013-01-01 730529079 INTERSTATE NATURAL GAS ASSN OF AMERICA INTE 2022165900 20 F STREET NW NO 450 WASHINGTON DC 20001 DONALD SANTA PRESIDENT 2022165900 2014-05-12 1 JAMES S PEACOCK P00043005 4107205220 2013 2015-11-30 17:44:51Z DONALD SANTA 20 F STREET NW WASHINGTON DC 20001 16767615 0 X HTTP://WWW.INGAA.ORG X 1944 DC INGAA IS AN ADVOCACY ORGANIZATION THAT REPRESENTS THE INTERSTATE NATURAL GAS PIPELINE INDUSTRY IN THE UNITED STATES. AS PART OF THIS ADVOCACY, INGAA REPRESENTS THE INTERESTS OF ITS MEMBERS THROUGH TESTIMONY FILED WITH COMMITTEES OF THE UNITED STATES CONGRESS, COMMENTS ON RULEMAKINGS AND OTHER REGULATORY INITIATIVES UNDERTAKEN BY FEDERAL AGENCIES WITH JURISDICTION OVER ITS MEMBER COMPANIES' ACTIVITIES OR WHOSE ACTIONS OTHERWISE AFFECT ITS MEMBER COMPANIES, AND ON OCCASION THROUGH PARTICIPATION IN FEDERAL AND STATE JUDICIAL PROCEEDINGS IN WHICH ITS MEMBERS' COLLECTIVE INTERESTS ARE AT STAKE. 31 31 17 750 0 0 0 0 8082224 7866919 414662 533406 422752 0 8919638 8400325 0 0 0 0 4508235 4541655 0 0 0 4082636 2942584 8590871 7484239 328767 916086 10466019 10897655 3768585 3353713 6697434 7543942 X INGAA IS AN ADVOCACY ORGANIZATION THAT REPRESENTS THE INTERSTATE NATURAL GAS PIPELINE INDUSTRY IN THE UNITED STATES. AS PART OF THIS ADVOCACY, INGAA REPRESENTS THE INTERESTS OF ITS MEMBERS THROUGH TESTIMONY FILED WITH COMMITTEES OF THE UNITED STATES CONGRESS, COMMENTS ON RULEMAKINGS AND OTHER REGULATORY INITIATIVES UNDERTAKEN BY FEDERAL AGENCIES WITH JURISDICTION OVER ITS MEMBER COMPANIES' ACTIVITIES OR WHOSE ACTIONS OTHERWISE AFFECT ITS MEMBER COMPANIES, AND ON OCCASION THROUGH PARTICIPATION IN FEDERAL AND STATE JUDICIAL PROCEEDINGS IN WHICH ITS MEMBERS' COLLECTIVE INTERESTS ARE AT STAKE. 0 0 OS&E THE PRINCIPAL OPERATIONS, SAFETY AND ENVIRONMENT (OS&E) UNDERTAKING IN 2013 WAS PREPARATION FOR THE U.S. DEPARTMENT OF TRANSPORTATION RULES TO IMPLEMENT THE MANDATES OF THE 2011 REAUTHORIZATION OF THE PIPELINE SAFETY ACT. INGAA RESPONDED TO A PRE-RULEMAKING PROPOSAL BY THE PIPELINE AND HAZARDOUS MATERIALS SAFETY ADMINISTRATION TO CREATE AN INTEGRITY VERIFICATION PROCESS FOR NATURAL GAS TRANSMISSION PIPELINES.INGAA CONTINUED TO FOCUS ON ASSISTING ITS MEMBER COMPANIES WITH IMPLEMENTATION OF THE VOLUNTARY SAFETY COMMITMENTS THAT HAVE BEEN MADE TO ACHIEVE THE GOAL OF ZERO PIPELINE SAFETY INCIDENTS THAT WAS ESTABLISHED BY INGAA'S BOARD OF DIRECTORS. AS PART OF THIS, INGAA ADMINISTERED A SAFETY CULTURE SURVEY THAT HAD BEEN DESIGNED SPECIFICALLY FOR NATURAL GAS PIPELINE OPERATORS.INGAA REPRESENTED ITS MEMBERS IN A VARIETY OF FORUMS ADDRESSING CYBERSECURITY AND PHYSICAL SECURITY FOR CRITICAL INFRASTRUCTURE, INCLUDING NATURAL GAS TRANSMISSION PIPELINES. INGAA PARTICIPATED IN THE PROCESS ADMINISTERED BY THE NATIONAL INSTITUTE FOR STANDARDS AND TECHNOLOGY TO DEVELOP A CYBERSECURITY FRAMEWORK IN RESPONSE TO THE DIRECTIVE IN A PRESIDENTIAL EXECUTIVE ORDER. INGAA PARTICIPATED IN A COALITION OF NATURAL GAS AND ELECTRIC POWER INDUSTRY GROUPS THAT INTERVENED IN THE LAWSUIT BROUGHT BY THE SIERRA CLUB IN FEDERAL DISTRICT COURT CHALLENGING NATIONWIDE PERMIT 12 AS IT WAS APPLIED TO THE PROPOSED KEYSTONE OIL PIPELINE. REGULATIONS ISSUED BY THE ENVIRONMENTAL PROTECTION AGENCY UNDER THE CLEAN AIR ACT (CAA) CONTINUE TO PRESENT THE GREATEST ENVIRONMENTAL POLICY CHALLENGES FOR INGAA. INGAA ENGAGED WITH RECEPTIVE ENVIRONMENTAL ORGANIZATIONS TO EXPLORE OPPORTUNITIES FOR COLLABORATIVE WORK TO DEVELOP A BETTER UNDERSTANDING OF METHANE EMISSIONS FROM NATURAL GAS ACTIVITIES. INGAA IS COORDINATING WITH SEVERAL MEMBER COMPANIES THAT ARE PARTICIPATING IN AN INITIATIVE LED BY THE ENVIRONMENTAL DEFENSE FUND TO ESTABLISH A CONSENSUS BASELINE ON THIS QUESTION. REGULATORY - NATURAL GAS-ELECTRIC POWER RELIABILITY REMAINED THE PRINCIPAL FOCUS OF INGAA'S ACTIVITIES BEFORE THE FEDERAL ENERGY REGULATORY COMMISSION (FERC) IN 2013. INGAA IS A LEADING NATURAL GAS INDUSTRY VOICE ON THIS MATTER AND CONTINUED TO PARTICIPATE IN FORUMS AND PROCEEDINGS BEFORE THE FERC IN WHICH GAS-ELECTRIC RELIABILITY TOPICS WERE ADDRESSED. INGAA'S OVERALL MESSAGE IS THAT PIPELINE TRANSPORTATION IS RELIABLE IF SHIPPERS CONTRACT FOR THE PIPELINE SERVICES THAT MEET THEIR PARTICULAR NEEDS. INGAA WORKED WITH MEMBERS AND OTHER STAKEHOLDERS TO ADDRESS NATURAL GAS-ELECTRIC POWER RELIABILITY IN NUMEROUS FORUMS OUTSIDE FERC, INCLUDING REGULAR CONSULTATIONS WITH ELECTRIC TRANSMISSION OPERATORS, COLLABORATION WITH OTHER NATURAL GAS GROUPS UNDER THE AUSPICES OF THE NATURAL GAS COUNCIL, AND PARTICIPATION IN COLLABORATIVE STUDIES TO ANALYZE THE ADEQUACY OF NATURAL GAS AND ELECTRIC INDUSTRY INFRASTRUCTURE. INGAA MONITORED DEVELOPMENTS AND REPRESENTED ITS MEMBERS IN MISCELLANEOUS FERC ADMINISTRATIVE PROCEEDINGS ON MATTERS THAT AFFECTED THE MEMBERS' INTERESTS. THE ASSOCIATION MAINTAINED A LIAISON WITH FERC STAFF ON MATTERS SUCH AS ACCOUNTING POLICY AND COMPLIANCE AND SPONSORED FORUMS FOR ITS MEMBERS ON THESE TOPICS. LEGISLATIVE - INGAA PROMOTED THE IMPORTANCE OF THE CURRENT LEGAL AND REGULATORY FRAMEWORK THAT ENABLES NEW PIPELINE PROJECTS TO RESPOND TO THE DEMAND CREATED BY THE ABUNDANCE OF SHALE GAS. INGAA PROMOTED INCREMENTAL IMPROVEMENTS IN THE LAW THAT WOULD ADDRESS DELAYS IN THE APPROVAL OF PERMITS NEEDED FOR PIPELINES TO PROCEED TO CONSTRUCTION.CYBERSECURITY REMAINED AN IMPORTANT ISSUE FOR THE PIPELINE INDUSTRY FOLLOWING A SERIES OF CYBER-ATTACKS ON PIPELINE BUSINESS SYSTEMS IN EARLY 2012 AND SUBSEQUENT MEDIA REPORTS ABOUT THESE ATTACKS. THIS RAISED THE INDUSTRY'S PROFILE IN THE BROADER NATIONAL DISCUSSION ABOUT CYBERSECURITY THREATS. INGAA TOOK THE LEAD IN EDUCATING THE CONGRESS AND REGULATORS ABOUT THE PARTICULARS OF THE INDUSTRY'S DEFENSES AS PART OF AN EFFORT TO INFORM THE DEBATE OVER PROPOSED CYBERSECURITY LEGISLATION AND REGULATION. 0 0 0 1 0 0 0 0 0 1 0 0 1 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 1 X 14 0 1 17 1 0 0 0 0 1 1 0 X 31 31 0 0 0 0 1 1 1 1 1 1 0 1 1 1 1 1 1 1 1 0 DC CO X PATRICIA TAYLOR - CONTROLLER 2022165954 20 F STREET NW SUITE 450 WASHINGTON DC 20001 X MURRAY BIRCH BOARD MEMBER 1.00 X 0 0 0 MICHAEL L MCGONAGILL BOARD MEMBER 1.00 X 0 0 0 STAN HORTON BOARD MEMBER 1.00 X 0 0 0 PAUL V FANT BOARD MEMBER 1.00 X 0 0 0 GREG HARPER BOARD MEMBER 1.00 X 0 0 0 R KEITH TEAGUE BOARD MEMBER 1.00 X 0 0 0 JIMMY STATON VICE CHAIRMAN 2.00 X X 0 0 0 DIANE LEOPOLD BOARD MEMBER 1.00 X 0 0 0 GARY L SYPOLT BOARD MEMBER 1.00 X 0 0 0 PETER CIANCI BOARD MEMBER 1.00 X 0 0 0 ROBERT POE REED BOARD MEMBER 1.00 X 0 0 0 TERRANCE L MCGILL BOARD MEMBER 1.00 X 0 0 0 SHELLEY CORMAN BOARD MEMBER 1.00 X 0 0 0 DAVID L PORGES BOARD MEMBER 1.00 X 0 0 0 JEFFREY BRUNER BOARD MEMBER 1.00 X 0 0 0 EJ JAY HOLM BOARD MEMBER 1.00 X 0 0 0 DAVID J DEVINE CHAIRMAN 2.00 X X 0 0 0 RON TANSKI FIRST VICE CHAIRMAN 2.00 X X 0 0 0 TIMOTHY SMALL BOARD MEMBER 1.00 X 0 0 0 CURTIS L DINAN BOARD MEMBER 1.00 X 0 0 0 PHILL MAY BOARD MEMBER 1.00 X 0 0 0 NICKOLAS STAVRAPOULOS BOARD MEMBER 1.00 X 0 0 0 VICTOR GAGLIO BOARD MEMBER 1.00 X 0 0 0 R ALLAN BRADLEY IMMEDIATE PAST CHAIRMAN 1.00 X X 0 0 0 MIKE GALLAGHER BOARD MEMBER 1.00 X 0 0 0 JERRY L MORRIS BOARD MEMBER 1.00 X 0 0 0 GREGORY L EBEL BOARD MEMBER 1.00 X 0 0 0 KARL JOHANNSON BOARD MEMBER 1.00 X 0 0 0 STEVEN L BIETZ BOARD MEMBER 1.00 X 0 0 0 BARRY HAUGEN BOARD MEMBER 1.00 X 0 0 0 RORY L MILLER BOARD MEMBER 1.00 X 0 0 0 DONALD SANTA PRESIDENT 36.30 X 1943052 0 14652 TERRY BOSS SR. VICE PRESIDENT 36.30 X 464202 0 8198 MARTIN EDWARDS III VP LEGISLATIVE AFFAIRS 36.30 X 295762 0 13518 JOAN DRESKIN JACKSON VP GENERAL COUNSEL 29.00 X 379791 0 15718 PATRICIA TAYLOR CONTROLLER 36.30 X 133262 0 11201 LISA BEAL V.P. ENVIR & CONST POL 36.30 X 269227 0 6445 DANIEL REGAN REGULATORY ATTORNEY 36.30 X 108812 0 2236 RICHARD HOFFMANN ED OF INGAA FND 7.30 29.00 X 44508 265324 831 CATHERINE LANDRY DIRECTOR OF COMMUNICATIONS 18.00 18.00 X 95754 95754 11084 3734370 361078 83883 7 0 1 0 PROCESS PERFORMANCE IMPROVEMENT CONSULTA 135 CALLE CATALINA PL HOUSTON TX 77007 RESEARCH FOR OS&E 332543 INNOVATIVE ENVIRONMENTAL SOLUTIONS PO BOX 177 CARY IL 60013 RESEARCH FOR OS&E 303380 CORPORATE EXECUTIVE BOARD 3693 COLLECTIONS CENTER DR CHICAGO IL 60693 RESEARCH FOR OS&E 245495 FULBRIGHT & JAWORSKI LLP PO BOX 844284 DALLAS TX 75284 RESEARCH FOR OS&E 184485 VAN SCOYOC 101 CONSTITUTION AVE NW WASHINGTON DC 20001 LEGISLATIVE/LOBBYING CONSULT. 127303 5 MEMBERSHIP DUES 900099 7628769 7628769 PROJECT REVENUE 900099 238150 238150 7866919 218352 218352 8682344 8367290 315054 315054 315054 8400325 7866919 0 533406 X 2687135 1327724 289164 95618 142014 721 25000 277303 1480304 163859 18730 338027 139455 220923 99412 43794 PUBS/SUBSCRIPTIONS 48306 DUES 30360 PARKING/TRANSPORTATION 26293 PUBLIC RELATIONS 16210 13887 7484239 822074 957806 82826 101150 49993 41227 1617252 877450 820201 739802 8671956 9038701 18969 18969 10466019 10897655 480241 429856 198750 85000 3089594 2838857 3768585 3353713 X 6697434 7543942 6697434 7543942 10466019 10897655 916086 -69578 0 X 0 1 X 1 0 0 0 0 7628769 1369640 1369640 1729098 0 1083543 575436 508107 533709 302014 231695 739802 RETIREMENT LIABILITIES 2337543 DEFERRED RENT LIABILITY 501314 2838857 X PART X, LINE 2: THE ASSOCIATION PERFORMED AN EVALUATION OF UNCERTAIN TAX POSITIONS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012, AND DETERMINED THAT THERE WERE NO MATTERS THAT WOULD REQUIRE RECOGNITION IN THE FINANCIAL STATEMENTS OR WHICH MAY HAVE ANY EFFECT ON ITS TAX-EXEMPT STATUS. AS OF DECEMBER 31, 2013, THE STATUTE OF LIMITATIONS FOR TAX YEARS 2010 AND LATER REMAINS OPEN WITH THE U.S. FEDERAL JURISDICTION OR THE VARIOUS STATES AND LOCAL JURISDICTIONS IN WHICH THE ASSOCIATION FILES TAX RETURNS. IT IS THE ASSOCIATION'S POLICY TO RECOGNIZE INTEREST AND PENALTIES RELATED TO UNCERTAIN TAX POSITIONS, IF ANY, IN INCOME TAX EXPENSE. X 1 1 X X X X 0 1 0 DONALD SANTA PRESIDENT 709966 0 834000 0 399086 0 -580 0 15232 0 1957704 0 300000 0 TERRY BOSS SR. VICE PRESIDENT 253167 0 195489 0 15546 0 -7034 0 15232 0 472400 0 58489 0 MARTIN EDWARDS III VP LEGISLATIVE AFFAIRS 159975 0 123159 0 12628 0 -1624 0 15142 0 309280 0 36959 0 JOAN DRESKIN JACKSON VP GENERAL COUNSEL 200402 0 164299 0 15090 0 518 0 15200 0 395509 0 46299 0 LISA BEAL V.P. ENVIR & CONST POL 161792 0 101825 0 5610 0 -1670 0 8115 0 275672 0 28325 0 RICHARD HOFFMANN ED OF INGAA FND 44137 176550 0 87288 371 1486 -1464 -5858 1631 6522 44675 265988 8158 32630 CATHERINE LANDRY DIRECTOR OF COMMUNICATIONS 72675 72675 22800 22800 279 279 1490 1490 4052 4052 101296 101296 0 0 PART I, LINE 4B DONALD SANTA HAS AN AGREEMENT WITH INGAA FOR AN EARLY RETIREMENT BENEFIT. AMOUNTS ARE INCLUDED IN PART II OF SCHEDULE J. DONALD SANTA, TERRY BOSS, MARTIN EDWARDS, III, JOAN DRESKIN JACKSON, LISA BEAL, AND RICHARD HOFFMANN PARTICIPATED IN A DEFERRED INCENTIVE COMPENSATION PLAN, AMOUNTS ARE INCLUDED IN PART II, COLUMN "C" OF SCHEDULE J. FORM 990, PART V, LINE 2A, COMMON PAYMASTER INGAA SERVES AS THE COMMON PAYMASTER FOR ITSELF AND THE INGAA FOUNDATION. INGAA REPORTED 17 EMPLOYEES ON THE FEDERAL FORM W-3 FOR THE YEAR 2013. OF THOSE 17 EMPLOYEES, FOUR EMPLOYEE'S TIME WAS ALLOCATED BETWEEN THE ENTITIES. FORM 990, PART VI, SECTION A, LINE 6 NATURAL GAS PIPELINE COMPANIES (SHALL INCLUDE ANY PERSON, FIRM OR CORPORATION ENGAGED IN THE PIPELINE TRANSPORTATION OF NATURAL GAS IN NORTH AMERICA WHOSE ACTIVITIES AND INTERESTS ARE DEEMED BY THE BOARD OF DIRECTORS TO BE CONSISTENT WITH THE OBJECTIVES OF THE ASSOCIATION), SHALL BE ELIGIBLE FOR MEMBERSHIP WITH THE RIGHT TO VOTE AT MEETINGS OF THE MEMBERS, THROUGH THEIR ACCREDITED REPRESENTATIVES. FORM 990, PART VI, SECTION A, LINE 7A ACCORDING TO ARTICLE IV, SECTION 3 OF THE BYLAWS OF INGAA, EACH MEMBER OF THE ASSOCIATION IN GOOD STANDING AND ELIGIBLE TO VOTE SHALL BE ENTITLED TO ONE (1) VOTE ON ALL MATTERS PROPERLY BEFORE THE MEETING OF THE MEMBERS. THE VOTE OF ANY MEMBER OF THE ASSOCIATION MAY BE CAST BY ITS REPRESENTATIVE OR PROXY. ANY SUCH PROXY MUST BE FURNISHED IN WRITING. ANY PROXY MAY BE REVOKED AND WITHDRAWN AT ANY TIME BY THE MEMBER WHO CONFERRED SUCH PROXY BY SO NOTIFYING, IN WRITING, THE PRESIDENT AND THE PERSON TO WHOM THE PROXY WAS ORIGINALLY GIVEN. NO PERSON OTHER THAN A DULY QUALIFIED MEMBER ENTITLED TO VOTE AND IN GOOD STANDING OR A PERSON PROPERLY AUTHORIZED TO REPRESENT SUCH A MEMBER CAN HOLD AND EXERCISE A PROXY FROM ANY MEMBER OF THE ASSOCIATION. ANY ACTION REQUIRED OR PERMITTED TO BE TAKEN AT ANY MEETING OF MEMBERS MAY, EXCEPT AS OTHERWISE REQUIRED BY LAW OR THE CERTIFICATE OF INCORPORATION, BE TAKEN WITHOUT A MEETING, WITHOUT PRIOR NOTICE AND WITHOUT A VOTE, IF A CONSENT IN WRITING, SETTING FORTH THE ACTION SO TAKEN, SHALL BE SIGNED BY THE MEMBERS HAVING NOT LESS THAN THE MINIMUM NUMBER OF VOTES THAT WOULD BE NECESSARY TO AUTHORIZE OR TAKE SUCH ACTION AT A MEETING AT WHICH ALL MEMBERS ENTITLED TO VOTE THEREON WERE PRESENT AND VOTED, AND THE WRITING OR WRITINGS ARE FILED WITH THE PERMANENT RECORDS OF THE ASSOCIATION. PROMPT NOTICE OF THE TAKING OF CORPORATE ACTION WITHOUT A MEETING BY LESS THAN UNANIMOUS WRITTEN CONSENT SHALL BE GIVEN TO THOSE MEMBERS WHO HAVE NOT CONSENTED IN WRITING. FORM 990, PART VI, SECTION A, LINE 7B ACCORDING TO ARTICLE VII OF THE BYLAWS OF INGAA, THE BOARD MAY CREATE ONE OR MORE COMMITTEES OF THE BOARD ("BOARD COMMITTEES") THAT CONSIST OF ONE OR MORE DIRECTORS. THE CREATION OF A BOARD COMMITTEE, AND APPOINTMENT OF DIRECTORS TO IT, MUST BE APPROVED BY A MAJORITY OF ALL THE DIRECTORS THEN IN OFFICE. THE BOARD MAY DESIGNATE ONE OR MORE DIRECTORS AS ALTERNATE MEMBERS OF ANY BOARD COMMITTEE, WHO MAY REPLACE ANY ABSENT OR DISQUALIFIED MEMBER AT ANY MEETING. BOARD COMMITTEES SHALL HAVE AND MAY EXERCISE ALL THE POWERS AND AUTHORITY OF THE BOARD IN THE MANAGEMENT OF THE BUSINESS AND AFFAIRS OF THE ASSOCIATION TO THE EXTENT PROVIDED IN THE RESOLUTION OF THE BOARD OR IN THE BYLAWS; BUT NO BOARD COMMITTEE SHALL HAVE THE POWER OR AUTHORITY IN REFERENCE TO: (A) AMENDING THE CERTIFICATE OF INCORPORATION OR BYLAWS, (B) ADOPTING AN AGREEMENT OF MERGER OR CONSOLIDATION, (C) RECOMMENDING TO THE MEMBERS THE SALE, LEASE OR EXCHANGE OF ALL OR SUBSTANTIALLY ALL OF THE ASSOCIATION'S ASSETS, (D) RECOMMENDING TO THE MEMBERS A DISSOLUTION OF THE ASSOCIATION OR A REVOCATION OF A DISSOLUTION, (E) ANY OTHER ACTIONS WHICH REQUIRE THE APPROVAL OF THE BOARD UNDER APPLICABLE LAW OR THESE BYLAWS, (F) FILLING VACANCIES IN THE BOARD OR ANY COMMITTEE, (G) ELECTING, APPOINTING OR REMOVING ANY MEMBER OF ANY COMMITTEE OR ANY DIRECTOR OR OFFICER, OR (I) AMENDING OR REPEALING ANY RESOLUTION OF THE BOARD. EACH BOARD COMMITTEE SHALL KEEP MINUTES OF ITS PROCEEDINGS, AND ACTIONS TAKEN BY A BOARD COMMITTEE SHALL BE REPORTED TO THE BOARD. FORM 990, PART VI, SECTION B, LINE 11 AN ELECTRONIC VERSION OF FORM 990 IS DISTRIBUTED TO ALL BOARD MEMBERS PRIOR TO THE BOARD MEETING FOR THEIR REVIEW. APPROVAL OF THE 990 IS LISTED AS AN AGENDA ITEM FOR THE BOARD MEETING; AFTER DISCUSSION, A MOTION WAS REQUESTED FOR PERMISSION TO FILE THE FORM 990 AS WRITTEN (OR WITH APPROVED CHANGES) AND PASSED BY VOICE VOTE. FORM 990, PART VI, SECTION B, LINE 12C INGAA HAS TWO CONFLICT OF INTEREST POLICIES. ONE POLICY APPLIES TO ALL INGAA EMPLOYEES AND THE OTHER POLICY APPLIES TO KEY INGAA EMPLOYEES AND MEMBERS OF THE BOARD OF DIRECTORS. INGAA STAFF AND THE BOARD WERE BRIEFED ON THE POLICIES AND WERE PROVIDED WITH EXAMPLES OF THE TYPES OF SITUATIONS THAT COULD BE DEEMED TO BE "CONFLICTS OF INTEREST" THAT WOULD NEED TO BE REPORTED TO EITHER THE PRESIDENT, OR OTHER MANAGEMENT. THE ASSOCIATION MAINTAINS DOCUMENTATION MEMORIALIZING THAT ALL STAFF AND BOARD MEMBERS HAVE EXECUTED DECLARATIONS STATING THAT THEY HAVE READ AND AGREE TO ABIDE BY THE CONFLICT OF INTEREST POLICIES. FORM 990, PART VI, SECTION B, LINE 15 INTERSTATE NATURAL GAS ASSOCIATION OF AMERICA RETAINS AN INDEPENDENT CONSULTANT TO PERFORM A MARKET ANALYSIS OF INGAA'S COMPENSATION PRACTICE FOR SENIOR EXECUTIVES RELATIVE TO COMPARABLE POSITIONS WITHIN SIMILAR ORGANIZATIONS. THE PRESIDENT OF INGAA PROVIDES THE COMPENSATION COMMITTEE WITH DOCUMENTATION SUPPORTING RECOMMENDED BASE SALARY ADJUSTMENTS AND RECOMMENDED INCENTIVE COMPENSATION AWARDS FOR STAFF BASED UPON THE OVERALL PERFORMANCE OF THE ORGANIZATION MEASURED AGAINST ITS ANNUAL BOARD-APPROVED ACTION PLAN AND THE PERFORMANCE OF INDIVIDUAL EXECUTIVES MEASURED AGAINST THEIR ANNUAL GOALS. THE COMMITTEE ALSO EVALUATES THE PERFORMANCE OF THE PRESIDENT BASED ON THESE CRITERIA. THE COMPENSATION COMMITTEE MAKES A FINAL DECISION ON BASE SALARY AND INCENTIVE COMPENSATION FOR THE PRESIDENT AND ALL SENIOR EXECUTIVES WHO REPORT DIRECTLY TO THE PRESIDENT. THE MEMBERSHIP OF THE COMPENSATION COMMITTEE IS IDENTICAL TO THE MEMBERSHIP OF THE BOARD STEERING COUNCIL. FORM 990, PART VI, SECTION C, LINE 19 INTERSTATE NATURAL GAS ASSOCIATION OF AMERICA DOES NOT MAKE ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY OR FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC. THE ASSOCIATION DOES, UPON REQUEST, SHARE FINANCIAL STATEMENTS WITH BANKS, INSURANCE COMPANIES AND OTHER VENDORS FOR THE PURPOSE OF OBTAINING CREDIT. PART VI, LINE 1A UNDER THE INGAA BYLAWS, THE BOARD STEERING COUNCIL IS EMPOWERED TO ACT FOR THE BOARD DURING THE INTERVAL BETWEEN BOARD MEETINGS. THE BYLAWS STATE: THE STEERING COUNCIL SHALL BE A BOARD COMMITTEE AND SHALL INCLUDE THE CHAIRMAN OF THE BOARD (WHO WILL SERVE AS CHAIRMAN OF THE STEERING COUNCIL), THE CHAIRMAN OF THE BUDGET AND DUES COMMITTEE, THE FIRST VICE CHAIRMAN, THE SECOND VICE CHAIRMAN, AND THE IMMEDIATE PAST CHAIRMAN OF THE BOARD. THE STEERING COUNCIL SHALL ASSIST THE BOARD AND IS EMPOWERED TO ACT FOR THE BOARD DURING INTERVALS BETWEEN MEETINGS OF THE BOARD. DURING THESE INTERVALS, THE STEERING COUNCIL IS CHARGED WITH INFLUENCING AND DEVELOPING POLICIES ON FEDERAL LEGISLATIVE AND REGULATORY ISSUES TO PROMOTE THE GROWTH AND DEVELOPMENT OF THE NORTH AMERICAN NATURAL GAS PIPELINE INDUSTRY. FORM 990, PART VI, LINE 9, ADDRESSES OF BOARD MEMBERS MURRAY BIRCH: 800, 605- 5TH AVENUE S.W., CALGARY, AB T2P3H5, CANADA MICHAEL L. MCGONAGILL: 6385 OLD SHADY OAK ROAD, SUITE 150, EDEN PRARIE, MN 55344 STAN HORTON: 9 GREENWAY PLAZA, SUITE 2800, HOUSTON, TX 77046 PAUL V. FANT: 220 OPERATION WAY, MAIL CODE J50, CAYCE, SC 29033 GREG HARPER: 1111 LOUISIANA, SUITE 1100, HOUSTON, TX 77002 R. KEITH TEAGUE: 700 MILAM STREET, SUITE 800, HOUSTON, TX 77002 JIMMY STATON: 5151 SAN FELIPE, SUITE 2500, HOUSTON, TX 77056 DIANE LEOPOLD: P.O. BOX 26532, RICHMOND, VA 23261 GARY L. SYPOLT: 120 TREDEGAR STREET, RICHMOND, VA 23219 PETE CIANCI: ONE ENERGY PLAZA, 2084 WCB, DETROIT, MI 48226 ROBERT POE REED: 1111 LOUISIANA, SUITE 1000, HOUSTON, TX 77002 TERRANCE L. MCGILL: 1100 LOUISIANA, SUITE 3300, HOUSTON, TX 77002 SHELLEY CORMAN: 711 LOUISIANA STREET, SUITE 900, HOUSTON, TX 77002 DAVID L. PORGES: 625 LIBERTY AVENUE, PITTSBURGH, PA 15222 JEFFREY BRUNER: ONE CORPORATE DRIVE, SUITE 600, SHELTON, CT 06484-6211 E.J. "JAY" HOLM: ONE CORPORATE DRIVE, SUITE 600, SHELTON, CT 06484 DAVID J. DEVINE: 1001 LOUISIANA, SUITE 1000, HOUSTON, TX 77002 RON TANSKI: 6363 MAIN STREET, WILLIAMSVILLE, NY 14221 TIMOTHY SMALL: 175 EAST OLD COUNTRY ROAD, HICKSVILLE, NY 11801 CURTIS L. DINAN: 100 WEST FIFTH STREET, TULSA, OK 74103 PHILL MAY: 100 WEST FIFTH STREET, TULSA, OK 74103 NICKOLAS STRAVROPOULOS: 77 BEALE ST, SAN FRANCISCO, CA 94105 VICTOR GAGLIO: 4720 PIEDMONT ROW DRIVE, CHARLOTTE, NC 28210 R. ALLAN BRADLEY: P.O. BOX 45360, SALT LAKE CITY, UT 84145-0360 MIKE GALLAGHER: 101 ASH STREET, HQ17, SAN DIEGO, CA 92101 JERRY L. MORRIS: 4700 HIGHWAY 56, OWENSBORO, KY 42301 GREGORY L. EBEL: 5400 WESTHEIMER COURT, HOUSTON, TX 77056 KARL JOHANNSON: 450 - 1 STREET S.W., CALGARY, AB T2P 5H1, CANADA STEVEN L. BIETZ: 1250 WEST CENTURY AVENUE, BISMARCK, ND 58503 BARRY HAUGEN: 1250 WEST CENTURY AVENUE, BISMARCK, ND 58503 RORY L. MILLER: P.O. BOX 1396, HOUSTON, TX 77251 FORM 990, PART IX, LINE 11G RESEARCH & PROGRAMS: TOTAL EXPENSES 1,473,459. ACTUARIAL & ADMINISTRATIVE: TOTAL EXPENSES 6,845. THE INGAA FOUNDATION 20 F STREET SUITE 450 WASHINGTON DC 20001 521667696 STUDIES DC 501(C)(6) NO 0 THE INGAA PAC 20 F STREET SUITE 450 WASHINGTON DC 20001 521911400 POLICTICAL ACTION COMMITTEE DC 527 NO 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 0 THE INGAA FOUNDATION N 55685 BASED ON ALLOCATED RENT THE INGAA FOUNDATION O 560947 ALLOCATED PERSONEL COSTS THE INGAA FOUNDATION P 17704 BASED ON ALLOCATED OPERATING EXP.