1. August 12-13San Antonio, Texas 2015 Annual Business Meeting PROPOSED AMENDMENTS TO IFTA, Inc. BYLAWS Lonette L. Turner, CEO IFTA, Inc.

2. August 12-13San Antonio, Texas 2015 Annual Business Meeting is this proposal being presented?

3. August 12-13San Antonio, Texas 2015 Annual Business Meeting At the 2008 Annual Business Meeting the Bylaws Review Committee (BRC), a Special Committee established by the IFTA, Inc. Board of Trustees presented proposed amendments to the IFTA, Inc. Bylaws. Those amendments were ratified. A Bit of History

4. August 12-13San Antonio, Texas 2015 Annual Business Meeting One of the ratified amendments was: 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 accordance with the schedule set forth in Appendix A. The amendment was adopted.

5. August 12-13San Antonio, Texas 2015 Annual Business Meeting At the 2011 Annual Business Meeting, the Board sought an Amendment to the provision changed in 2008. 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 in accordance with the schedule set forth in Appendix A.

6. August 12-13San Antonio, Texas 2015 Annual Business Meeting

7. August 12-13San Antonio, Texas 2015 Annual Business Meeting 2008 3 representatives from one region on the Board 2012 By 2012 there had been 6 resignations from the Board 2013 Established regional rotation had to be changed due to a midterm replacement in 2012

8. August 12-13San Antonio, Texas 2015 Annual Business Meeting At this meeting, the Board is seeking another amendment to the same provision. Section 3. Qualifications and Requirements. * * * Except as described under Article Four - Section 10 (Vacancies) 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. 2015 #1

9. August 12-13San Antonio, Texas 2015 Annual Business Meeting The Board is also seeking amendments to Section 10. * * * The duties of this committee are to ensure the Qualifications and Requirements set forth in Article Four, Section 3 herein are met, shall try to ensure equitable geographic representation is maintained and to conduct the election at the Annual Business Meeting. Specifically, if no nomination is received from the jurisdictions in the region in which a full term vacancy exists, nominations may be accepted from any region. 2015 #2

10. August 12-13San Antonio, Texas 2015 Annual Business Meeting 2015 #3 Mid-term Vacancies - Any mid-term vacancy occurring on the Board shall first attempt to be filled by nominations from jurisdictions in the region in which the vacancy occurred. * * * If no nominations are received from the jurisdictions in the region in which the vacancy occurred, nominations may be accepted from any region. * * *

11. August 12-13San Antonio, Texas 2015 Annual Business Meeting A Trustee elected to fill a vacancy shall serve the unexpired term of his or her predecessor Trustee provided the vacancy occurred in the last 18 months of the term being vacated. A Trustee elected to fill a vacancy which occurred in the first six months of the vacated term will be considered to be serving his/her first two year term.

12. August 12-13San Antonio, Texas 2015 Annual Business Meeting

13. August 12-13San Antonio, Texas 2015 Annual Business Meeting Due to resignations and extended terms, one region has been the single board member region for 4 years. A board member from another region will reach term limits at the end of the year leaving only one board member from that region. There are no nominations received from either region. WHAT IF...

14. August 12-13San Antonio, Texas 2015 Annual Business Meeting Only 8 Board Members Result The act of 2/3 majority of the Trustees shall be an act of the Board The 2/3 majority of the Trustees goes from 6 to 5. An even number of Trustees could prevent conducting the business of IFTA, Inc. Representatives of other regions who are interested in serving on the Board do not have a chance to seek election.

15. August 12-13San Antonio, Texas 2015 Annual Business Meeting

16. August 12-13San Antonio, Texas 2015 Annual Business Meeting Lonette L. Turner CEO International Fuel Tax Association, Inc. lturner@iftach.org