NEW BOARD MEMBER ORIENTATION GUIDE

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NEW BOARD MEMBER ORIENTATION GUIDEA guide to assist newly elected members to the IFTA, Inc. Board of Trustees.

TABLE OF CONTENTSChapter 1 . 2The History of the International Fuel Tax Agreement. 2Chapter 2 . 4The History of the International Fuel Tax Association, Inc. . 4Chapter 3 . 7Meetings of the IFTA, Inc. Board of Trustees . 7A.The Basics . 7B.What You Can Expect . 81)January - Election of Officers and Liaison Assignments. 102)April - The “Budget” Meeting and Annual Business MeetingPreparation . 113)August - An Informal Gathering at the Annual Business Meeting . 124)October - Decal Specifications, Service Measures and Funds NettingCalendar . 12Chapter 4 . 13Board Meeting and Travel Expenses . 13Chapter 5 . 15Strategic Planning . 15Chapter 6 . 16Financial Policies . 16Chapter 7 . 18Banking and Investment Portfolio . 18Chapter 8 . 20Other Responsibilities. 20A.Dispute Resolution . 20B.Consensus Board Interpretations . 20C.Compliance with Arizona Law . 20Chapter 9 . 22The IFTA, Inc. Website - A Treasure Trove . 22New Board Member Orientation GuideTable of Contents

Chapter 1The History of the International Fuel Tax AgreementIn the early 1980s, the trucking industry was faced with a number ofissues, not the least of which was the deregulation of the industry by theInterstate Commerce Commission. At the State and Provincial levels ofgovernment, the trucking industry was faced with a very costly administrativeburden of licensing, credentialing, tax reporting and auditing.In order to travel through the 48 contiguous United States and the 10Provinces of Canada (jurisdictions), a motor carrier was required to license ineach jurisdiction, display credentials (many of which were vehicle specific) fromeach jurisdiction on the vehicles being operated (if applicable), file a tax returnwith each, pay tax when applicable and wait for refunds when due. In manyjurisdictions, the refund process was quite lengthy and sometimes so onerousthat motor carriers simply found it more cost effective not to make the claim forthe refunds. The carriers also faced multiple audits each year.The trucking industry began looking for a solution to the problem. In 1983,three states began one of the greatest experiments ever attempted: collectingmotor fuel use taxes pursuant to the International Fuel Tax Agreement. Arizona,Iowa and Washington undertook the task to begin the cooperative collection offuel use taxes from motor carriers.In 1984 a working group on motor carrier procedures was formed toreview states’ methods of collecting fuel use taxes. This group drafted a modelbase state fuel tax agreement. In 1987, the National Governors’ Associationrecommended the adoption by the states of that model agreement. In April 1987,the current member jurisdictions (AZ, ID, IA, MN, OK and WA) voted to adopt themodel as the International Fuel Tax Agreement.Through the years, States began joining IFTA. However, the pace wasnot quick enough for the trucking industry. They began a lobby effort and in1991, the Intermodal Surface Transportation Efficiency Act (ISTEA) was passedby Congress and signed into law by President Bush. Pursuant to ISTEA, allStates had to collect motor fuel use taxes in conformity with IFTA byApril 2015New Board Member Orientation GuideChapter 1Page 2 of 22

September 30, 1996, or risk losing the ability to collect fuel use taxes frominterstate motor carriers as well as matching funds from the Federal Governmentfor highway projects.Currently, there are 58 member jurisdictions. The members are the 48contiguous States of the United States and the 10 Canadian Provinces. TheCanadian Provinces participation in the IFTA is purely voluntary.[This area intentionally left blank.]April 2015New Board Member Orientation GuideChapter 1Page 3 of 22

Chapter 2The History of the International Fuel Tax Association, Inc.and the Creation of its Board of TrusteesIn light of the passage of ISTEA, the members of IFTA began looking atthe structure of the Agreement and jurisdiction obligations under the Agreement.The membership determined that in order to conduct the business of theAgreement, a not-for-profit corporation should be established. In early 1991, theInternational Fuel Tax Association, Inc. (IFTA, Inc.) was incorporated under thelaws of the State of Arizona as a 403(c)(6) not-for-profit corporation.While a Board of the member jurisdictions had previously been formed tohelp administer the IFTA and to organize the business, Articles of Incorporationwere filed and Bylaws established. In the Bylaws, a Board of Trustees for IFTA,Inc. was created.A nine (9) member Board oversees the business of IFTA, Inc. In ArticleFour, the Bylaws provide in part:Section 2. Number and Tenure. There shall be nine Trustees on the Board. The termof office for a Trustee shall be two years, with five Trustees elected in years ending in anodd number and the other four Trustees elected in years ending in an even number, soas to provide for staggered terms of the Trustees. No Trustee may serve more thanthree complete two-year consecutive terms.Section 3. Qualifications and Requirements. Any commissioner of a memberjurisdiction, or their designee, is eligible to serve as a Trustee. However, at least oneTrustee shall be from each of the five geographic regions outlined in these bylaws (seeAppendix A). No more than two trustees shall be from a single geographic region withthe region represented by one trustee rotating among the geographical regions inaccordance with the schedule set forth in Appendix A. At least one Trustee shall be amember where fuel taxes are administered by a tax or revenue department, and at leastone Trustee shall be a member where fuel taxes are administered by a department oftransportation or department of motor vehicles. At least one Trustee shall be a woman orminority. A single Trustee on the Board may satisfy more than one criterion.The five (5) geographic regions outlined in the appendix are:CanadianNortheastSoutheastApril 2015MidwestWesternNew Board Member Orientation GuideChapter 2Page 4 of 22

IFTA, Inc. was originally operated through a service contract withLockheed Martin IMS, located in Phoenix, Arizona. An Executive Director washired and was actually an employee of Lockheed Martin IMS. Lockheed MartinIMS provided the necessary support services for the Executive Director.Additional employees were hired as needed. In 1994, the IFTA memberjurisdictions, at the urging of the Board, voted to cancel the contract withLockheed Martin IMS and to open an IFTA, Inc. office. In June 1994, the officewas opened in Tempe, Arizona.Since that time, IFTA, Inc. has grown to a staff of six full-time employeesand one part-time employee. The IFTA, Inc. positions are:CEOSenior DirectorInformation Services DirectorWebmasterComptrollerOffice and Events AdministratorProgram Compliance AdministratorIFTA, Inc. also grew financially over the years. In 1991, IFTA, Inc.received a grant from the Federal Highway Administration through the efforts ofthe Base State Working Group (BSWG). The BSWG was created in ISTEA. Thepurpose of the BSWG was to recommend funding projects to assist thejurisdictions in becoming members of IFTA, assist IFTA, Inc. in organizing thebusiness of IFTA, Inc., revamping the Peer Review Process and to develop aDispute Resolution Process.Funds received through the Federal grant were securely invested by theBoard. The operating costs for IFTA, Inc. were paid through membership dues.Because of the wise investments, IFTA, Inc. was able to purchase property andconstruct an office building in 2001. The office opened in July in Chandler,Arizona. The building consists of the office housing IFTA, Inc. and two additionalsuites, both of which are income producing rental properties.April 2015New Board Member Orientation GuideChapter 2Page 5 of 22

IFTA, Inc. provides many services to the member jurisdictions. Thoseservices include. administering the ballot process and the IFTA governing documentsadministering a clearinghouse and funds netting process foro monthly transmittal data and exchange of funds among themember jurisdictionso exchange of demographic data among the memberjurisdictionsgathering and distribution of the quarterly tax rates adjusted fordifferent volume measures and currency/exchange ratesproviding technical assistance to the member jurisdictions andmotor carriersgathering and distribution of the jurisdiction annual reportsleading in the required program compliance reviewsplanning and preparation of an annual business meeting, an annualaudit workshop and managers’ and law enforcement workshop(along with IRP), an attorneys’ meeting,participating in other related association and government meetingsand projects regarding IFTA-related subject matter.providing a secure website for the member jurisdictions tocommunicate/share information.The Bylaws of IFTA, Inc. give the duty to manage the affairs of IFTA, Inc.to the Board. In order to meet this obligation, the Board meets regularly.[This area intentionally left blank.]April 2015New Board Member Orientation GuideChapter 2Page 6 of 22

Chapter 3Meetings of the IFTA, Inc. Board of TrusteesA.The BasicsArticle Four of the Bylaws provides in part:Section 4. Regular Meetings. The Board shall meet each calendar quarter unless thePresident of IFTA, Inc. determines otherwise. These meetings shall be at such times andat such places as designated by the President of IFTA, Inc.The first regular annual meeting of the Board shall be the second meeting of the Boardheld after the annual meeting of IFTA, Inc. The purpose of this meeting will be to electofficers of IFTA, Inc., in addition to such other business as may come before the Board atsaid meeting.IFTA, Inc. holds quarterly Board meetings regularly for the First, Second, andFourth quarters of each year. These meetings are held in January or February,April and October, respectively, generally occur in Arizona, and lastapproximately 2 days (not including travel time). A meeting, if warranted, is heldduring the Third Quarter (August) of each year in connection with the AnnualIFTA Business Meeting.The Board may also take action on matters throughout the quarter. Suchmatters may include replacing members on the committees, approval ofamendments to committee charters, etc. IFTA, Inc. provides a private messageboard for the Board and provides a voting mechanism through that messageboard for voting on motions or other matters.The Bylaws (in Article Four) also define a quorum, voting rights, andactions of the Board as follows:Section 7. Quorum. A two-thirds majority of the Trustees shall constitute a quorum forthe transaction of business at any meeting of the Board; but, if less than a two-thirdsmajority of the Trustees are present at a meeting, a majority of the Trustees present mayadjourn the meeting from time to time without providing any further notice of saidmeeting.Section 8. Voting Rights. Each Trustee shall have one vote.Section 9. Manner of Acting. Except as otherwise provided in these bylaws, the act of atwo-thirds majority of the Trustees shall be the act of the Board. A Trustee present at ameeting of the Board at which action on any matter of IFTA, Inc. is taken shall bepresumed to have assented to the action unless a dissent is entered in the minutes of themeeting, or unless a dissent has been filed with the CEO of IFTA, Inc.April 2015New Board Member Orientation GuideChapter 3Page 7 of 22

Therefore, a quorum is six (6) members of the Board. In order for the Board toact, at least six Board members must assent or dissent.B.What You Can ExpectApproximately two-weeks prior to a quarterly Board meeting, IFTA, Inc.will provide materials to the Board members through the message board forreview prior to the meeting. These materials may include: the preliminary agenda for the meetingminutes from the previous Board meetingminutes of any actions taken by the Board via e-mail or conferencecallthe Strategic Plan updated with most recent action itemsany other information relevant to the meetingA Memorandum or Index will accompany the materials (posted to the Board’sMessage Board as a .pdf file attachment) detailing the materials and asking thatyou bring the materials to the Board meeting with you. You can bring thematerials on your tablet or laptop, or you can bring paper copies. If you bringpaper copies, we will provide a notebook to you upon your arrival should you sorequest. The agenda will detail the tab behind which the items you bring will beinserted.Board meetings focus on business matters of IFTA, Inc., including budget,meeting registration fees and the IFTA, Inc. Strategic Plan. Each meetingagenda also includes a consent agenda and committee action items. Arepresentative of the Industry Advisory Committee usually attends the meetings,the meetings are recorded and other jurisdictional representatives may attend.On occasion, the Board goes into closed sessions to discuss financial andpersonnel matters.The Comptroller will provide a financial report to the Board at eachmeeting. The information provided will be for the quarter and year to date. Inaddition to the income statement and balance sheet prepared by the IFTA, Inc.accountant, the Comptroller will provide a report on the activities of theinvestment portfolio.April 2015New Board Member Orientation GuideChapter 3Page 8 of 22

The Board will also hear reports from the IFTA, Inc. staff members andothers regarding ongoing and new projects.In addition to general items, specific items are addressed at each meeting.April 2015New Board Member Orientation GuideChapter 3Page 9 of 22

1)January - Election of Officers and Liaison AssignmentsEach year, the January meeting is the first regular meeting of the Board.During this meeting, the Board officers are elected. The Board will close themeeting and hold an executive session to elect its officers. The officers consistof: the President, First Vice-President, and Second Vice-President. These threepositions constitute the Executive Committee.The Bylaws provide that “[t]he Executive Committee shall have suchpowers and duties as assigned to it by a two-thirds (67%) majority vote of theTrustees.” Basically, the Executive Committee works with the CEO andComptroller on matters involving the investments. The Executive Committee willadvise the CEO and Comptroller on financial matters and do a preliminary reviewof each year’s proposed budget. The Executive Committee also conducts aperformance evaluation of the CEO each year.At the January meeting, the President will assign members of the Board toact as Committee Liaisons and Jurisdiction Liaisons.Committee Liaisons The President will assign a minimum of two Boardmembers to each Standing and Special Committee. The current StandingCommittees are:Agreement Procedures CommitteeIndustry Advisory CommitteeAudit CommitteeInformation Technology AdvisoryCommitteeLaw Enforcement CommitteeDispute Resolution CommitteeClearinghouse Advisory CommitteeProgram Compliance ReviewCommitteeThe current Special Committees are:Attorneys Section Steering CommitteeIFTA Compliance Audit Working GroupDual Fuel Working GroupApril 2015New Board Member Orientation GuideChapter 3Page 10 of 22

As a Committee Liaison, you will be asked to participate in Committeeconference calls and to advise the committee regarding projects assigned by theBoard, including Strategic Plan action items. You will be asked to provideguidance to the committee regarding Board-assigned projects andresponsibilities found in the committee charter and the IFTA GoverningDocuments. When two or more Board members are assigned to a committee,one will be designated as the Lead. The Lead will provide a report of thecommittee activities at each Board meeting, if action items are reported by thecommittee chair.Jurisdiction Liaisons The President will assign each Board member anumber of jurisdictions. Most of these jurisdictions will be in the Board member’sgeographic region. As a jurisdiction liaison, you will be asked to contact theassigned jurisdictions regarding issues that may arise. As an example, if theBoard is considering recommending a dues increase, the Board members maybe asked to contact the jurisdictions to which they are assigned to poll themregarding whether such a request would be looked upon favorably. It isrecommended that the Jurisdiction Liaison conducts a quarterly conference callwith the jurisdictions.2)April - The “Budget” Meeting and Annual Business Meeting PreparationIn April, the Board will review a proposed budget for the next fiscal yearprepared by the CEO and Comptroller. The budget for IFTA, Inc. includes anoperating budget and a rental property budget. Registration fees for themeetings are not income producing. It is IFTA, Inc.’s policy not to utilize itsmeetings as “money makers”. The registration fees are set to reflect the costs ofconducting a meeting.IFTA, Inc.’s financial advisor attends the April Board meeting to give adetailed report of the investment portfolio and to make recommendations orsuggestions to the Board for change.At the April meeting, the Board will finalize the preliminary agenda for theAnnual Business Meeting held in August. The President will ask Board membersApril 2015New Board Member Orientation GuideChapter 3Page 11 of 22

to make presentations regarding such items as the Strategic Plan, Boardsponsored ballots and Consensus Board Interpretations (CBI).Election CommitteeEach April, the President convenes an Election Committee. ThisCommittee consists of the Board members whose terms are not expiring. It isthe Election Committee’s responsibility to actively seek candidates for nominationto the Board. The Election Committee will present their recommendations ofnomination to the Board and to the mem

April 2015 New Board Member Orientation Guide Chapter 3 Page 8 of 22 Therefore, a quorum is six (6) members of the Board. In order for the Board to act, at least six Board members must assent or dissent. B. What You Can Expect Approximately two-weeks prior to a quarterly Board meeting, IFTA, Inc. will provide materials to the Board members .

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