Please Provide Responsive Materials and Answers to the Following Information

PRIVILEGED AND CONFIDENTIAL

Instructions

· Please provide responsive materials and answers to the following information.

· Please indicate whether a particular question does not apply or for which the organization cannot provide any responsive materials or answers.

· To the extent the organization cannot provide responsive materials (but for which responsive materials may be available from another source), please indicate any other sources, parties, or persons from which to obtain responsive information.

· For any materials that are duplicative in nature or are too numerous to provide a copy of each particular document, please provide (unless specified otherwise) only the material, representative, or form agreement and confirmation of whether all other agreements of such type and nature are substantially similar.

· For each agreement requested, please provide the full, complete, accurate, and executed copy of the responsive document and any associated attachments, exhibits, schedules, statements, or orders.

· For each agreement for which multiple or prior versions or predecessor agreements may exist, please provide only the version or those versions of the agreement currently in effect (in any way).

Legal Audit Review: Document Request List

A. Corporate Documents and Organization. Please provide the following:

A.1 Copies of the organization’s articles of incorporation and bylaws including all current revisions and/or amendments.

A.2 A list, identifying by name, any regional, state, local, or foreign-country chapters of the organization.

A.3 A list of all direct and indirect subsidiaries and affiliates, with a description of the business of each such subsidiary or affiliate, as well as the organization’s ownership or control interest in each entity.

A.4 A list and copies of all state or other government registrations, permits, approvals, or licenses.

A.5 A list of all jurisdictions in which the organization has an office or employees, or otherwise engages in substantial activities (describe the nature of such activities).

A.6 A copy of the policy manual, if any, and/or copies of each board-adopted or other corporate policy (e.g., conflict of interest, record-retention, whistleblower, compensation, antitrust, membership qualifications and criteria, member dues, political activities, travel and expense reimbursement, etc.).

A.7 Copies of the minutes of all meetings of the organization’s board of directors, committees (for example, the executive committee, compensation committee, audit committee, and other committees) and members for the last year, including minutes of annual meetings and annual reports. Include materials, if available, distributed to members of the board of directors and committees of the organization in connection with such meetings.

A.8 Representative copies of all membership application and agreement forms, including copies of the organization’s member dues notices and forms.

B. Tax Filings and Related Documents. Please provide the following:

B.1 Copies of all federal, state and local tax returns (including Form 990, any unrelated business income tax returns, and so forth) for the organization for the past two years.

B.2 Copies of any correspondence or opinions from tax counsel (lawyers and accountants) related to contentious or disputed tax items with respect to the organization.

B.3 Representative copies of conference, trade show, or other corporate sponsorship agreements from the last two years, including copies of any relevant sponsorship program rules and/or solicitations.

C. Meetings/Events Documents. Please provide the following:

C.1 Copies of hotel and convention center contracts from the last two years, as well as information about pending meetings and conventions (foreign and domestic).

C.2 Representative copies of vendor contracts related to meetings from the last two years (e.g., audio-visual, transportation, etc.).

C.3 Representative copies of meeting/event registration forms and agreements, and related meeting/event brochures, booklets, or pamphlets from the last two years.

C.4 Representative copies of contracts with meeting exhibitors from the last two years.

D. Political Activities Documents. Please provide the following:

D.1 Copies of all documents or records related to the formation, governance, and operation of any political action committee (“PAC”) sponsored by the organization (federal and state), including board resolutions, PAC bylaws, policies, prior approval forms, solicitations, etc.

D.2 Copies of all FEC filings and similar state campaign finance filings for the past two years, as well as all initial registration/formation filings and any amendments thereto (e.g., FEC Form 1).

D.3 Copies of all documents related to complying with federal and state campaign finance requirements, including contribution limit or source restrictions and engagement by the organization in campaign-related activities (e.g., candidate or officeholder visits to the association’s facilities, employee participation in campaign fundraisers, policy regarding employees’ campaign volunteer activities, etc.).

D.4 Copies of all records related to federal and state lobbying registrations for the last two years, including copies of all reports filed.

D.5 Copies of all documents related to lobbying compliance and reporting procedures, including any policies or practices for employee time allocation, record-keeping, accounting procedures, report preparation and filing, and document retention.

D.6 Copies of current contracts with outside lobbyists/lobbying firms.

D.7 Copies of all documents related to state and federal ethics rule compliance policies and procedures (e.g., rules related to gift giving or other expenditures benefitting public officials).

D.8 Copies of 1120-POL tax forms filed for the past two years, including backup documentation of political expenses.

D.9 Copies of any federal or state campaign finance, lobbying disclosure, or ethics/gift rule enforcement proceeding correspondence (e.g., formal complaint, response, adjudication, or informal correspondence such as an Additional Information letter from the Federal Election Commission) that was initiated or pending within the last two years.

-3-

DC1DOCS1-#471538-v1-NEI_--_Legal_Review_Document_Request_List.doc