2026-02-17T11:21:17-06:00 2025-03-31 420714325 RSM US LLP 19026 RIDGEWOOD PKWY STE 400 SAN ANTONIO TX 78259 990 2024-04-01 752001539 SOCIETY OF PETROLEUM ENGINEERS INC SOCI 9729529407 222 PALISADES CREEK DR RICHARDSON TX 75080 STEVEN C BYRNE CHIEF FINANCIAL OFFICER 9729529407 2026-02-16 1 0 JOSEPHINE BEHREND P00715390 2108286281 2026-02-16 2024 2025-03-06 01:10:19Z SIMON D SEATON 222 PALISADES CREEK DR RICHARDSON TX 75080 43948631 0 X WWW.SPE.ORG X 1984 TX THE SOCIETY OF PETROLEUM ENGINEERS (SPE) IS A NOT-FOR-PROFIT PROFESSIONAL ASSOCIATION WHOSE MEMBERS ARE ENGAGED IN ENERGY RESOURCES DEVELOPMENT AND PRODUCTION. SPE SERVES APPROXIMATELY 132,000 MEMBERS IN 146 COUNTRIES WORLDWIDE. SPE IS A KEY RESOURCE FOR TECHNICAL KNOWLEDGE RELATED TO THE OIL AND GAS EXPLORATION AND PRODUCTION INDUSTRY AND PROVIDES SERVICES THROUGH ITS PUBLICATIONS, EVENTS, TRAINING COURSES AND ONLINE RESOURCES AT WWW.SPE.ORG. 20 20 143 4500 178814 686 2446404 6639738 33358448 32688610 1620531 1660370 235917 201029 37661300 41189747 614129 692031 0 0 18372111 17276872 0 0 50104 21904700 24069698 40890940 42038601 -3229640 -848854 51294209 48361660 16870643 15120728 34423566 33240932 X TO CONNECT A GLOBAL COMMUNITY OF ENGINEERS, SCIENTISTS, AND RELATED ENERGY PROFESSIONALS TO EXCHANGE KNOWLEDGE, INNOVATE, AND ADVANCE THEIR TECHNICAL AND PROFESSIONAL COMPETENCE REGARDING THE EXPLORATION, DEVELOPMENT, AND PRODUCTION OF OIL AND GAS AND RELATED ENERGY RESOURCES TO ACHIEVE A SAFE, SECURE, AND SUSTAINABLE ENERGY FUTURE. 0 0 15111311 0 16405177 MEETINGS, CONFERENCES, WORKSHOPS, FORUM SERIES, TRAINING COURSES, AND SYMPOSIUMS - SPE'S MEETING STRATEGY IS TO DELIVER HIGH QUALITY MEETINGS AND EVENTS FOR THE BENEFIT OF SPE MEMBERS, AND THE PUBLIC. MEETINGS CAN BE HELD IN VARIOUS FORMATS SUCH AS CONFERENCES, WORKSHOPS, SYMPOSIA, SUMMITS, FORUMS, TRAINING, TECH TALKS, AND WEBINARS. SPE MANAGES 90-100 EVENTS A YEAR. THE EVENTS RELATE TO TECHNICAL TOPICS BROUGHT FORWARD BY MEMBERS OF SPE THAT ARE RELATED TO THE EXPLORATION AND DEVELOPMENT OF OIL AND GAS. 4319900 0 2483779 PUBLICATIONS - MAGAZINES, ONEPETRO, AND TECHNICAL JOURNALS - PROVIDES JOURNALS AND WEBSITE ACCESS FOR THE SOCIETY'S PUBLICATIONS, WEBSITES, ONLINE CONTENT REPOSITORIES AND TOOLS IN ORDER TO MAINTAIN AND STIMULATE EFFECTIVE KNOWLEDGE CAPTURE, DISSEMINATION AND ARCHIVING OF SPE'S CONTENT FOR ITS MEMBERS, AND THE PUBLIC. AVENUES OF DELIVERING THE TECHNICAL CONTENT INCLUDE SPE RESEARCH PORTALS (ONEPETRO AND PETROWIKI), SERIAL PUBLICATIONS SUCH AS THE JOURNAL OF PETROLEUM TECHNOLOGY, PEER-REVIEWED JOURNALS, SPE BOOKS AND SPE'S DEFINITIONS AND GUIDELINES. 2994401 692031 5902904 MEMBER PROGRAMS, INCLUDING U.S. SECTIONS AND STUDENT CHAPTERS - SPE MEMBER PROGRAMS INCLUDE BENEFITS AND ACTIVITIES FOR SPE MEMBERS. SPE DELIVERS TO ITS MEMBERS VARIOUS PROGRAMS THROUGH SECTIONS AND STUDENT CHAPTERS. SPE PROVIDES THE FUNDING FOR THE DISTINGUISHED LECTURER PROGRAM THAT ALLOWS SECTIONS TO INVITE UP TO 2 DISTINGUISHED LECTURERS TO THEIR MEETINGS EACH YEAR. THE DISTINGUISHED LECTURER IS A SPE VOLUNTEER WHO IS A TECHNICAL EXPERT IN HIS/HER GIVEN AREA OF OIL AND GAS. SPE COVERS ALL TRAVEL COSTS RELATED TO THE TRAVEL FOR THE DISTINGUISHED LECTURER TO THE SECTION. SPE PRODUCES PROGRAMS FOR ITS STUDENTS AND YOUNG PROFESSIONAL MEMBERS. ACTIVITIES SUCH AS STUDENT PAPER CONTESTS, PETRO BOWL, VIRTUAL CAREER PATHWAY AND LEADERSHIP ALLIANCE PROGRAMS ARE JUST A FEW OF THE PROGRAMS OFFERED TO YOUNG PROFESSIONAL AS WELL AS STUDENT MEMBERS. 6436387 7720175 ASSOCIATED STAFF COSTS, MANAGEMENT FEE INCOME, IT INFRASTRUCTURE COSTS AND MISC. REVENUE IN SUPPORT OF THE MAJOR PROGRAMS OF SPE. 6436387 7720175 28861999 1 1 0 0 0 0 0 0 0 0 1 0 0 1 1 1 0 1 0 1 1 0 0 0 0 0 0 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 1 X 114 0 1 143 1 1 1 1 BR CA EG MY AE UK 0 0 0 0 0 0 0 0 0 0 X 20 20 0 0 0 0 1 1 1 1 1 0 1 1 1 1 1 1 1 1 1 1 0 X STEVEN BYRNE 9729529407 222 PALISADES CREEK DR RICHARDSON TX 75080 MED KAMAL 2023 SPE PRESIDENT (THRU 9/25/24) 1.00 0.00 X X 0 0 0 TERRY PALISCH 2024 SPE PRESIDENT 1.00 0.00 X X 0 0 0 OLIVIER HOUZE 2025 SPE PRESIDENT 1.00 0.00 X X 0 0 0 JENNIFER MISKIMINS 2026 SPE PRESIDENT 1.00 0.00 X X 0 0 0 RODOLFO CAMACHO VELAZQUEZ TD - DATA SCI. & ENG. (THRU 9/25/24) 1.00 0.00 X 0 0 0 KAREN OLSON TD - COMPLETIONS (THRU 9/25/24) 1.00 0.00 X 0 0 0 HISHAM ZUBARI RD - ME & NORTH AFRICA (THRU 9/25/24) 1.00 0.00 X 0 0 0 SIMEON EBURI LOSOHA RD - NORTH AMERICA (THRU 9/25/24) 1.00 0.00 X 0 0 0 OGEE EFFIOM RD - AFRICA (THRU 9/25/24) 1.00 0.00 X 0 0 0 HENRICUS HERWIN RD - ASIA PACIFIC (THRU 9/25/24) 1.00 0.00 X 0 0 0 ROBERT MARTINEZ RD - NORTH AMERICA 1.00 0.00 X 0 0 0 MOHAMED AL-MARZOUQI RD - MIDDLE EAST & NORTH AFRICA 1.00 0.00 X 0 0 0 ROBIN MACMILLAN TD - DRILLING 1.00 0.00 X 0 0 0 SUE STALEY TD - HSE & SUSTAINABILITY 1.00 0.00 X 0 0 0 HAMAD AL-MARRI TD - PRODUCTION & FACILITIES 1.00 0.00 X 0 0 0 PIERRE D'HUART RD - EUROPE 1.00 0.00 X 0 0 0 HAZLI KASSIM RD - ASIA PACIFIC 1.00 0.00 X 0 0 0 CARLOS PEDROSO RD - LATIN AMERICA & CARIBBEAN 1.00 0.00 X 0 0 0 ALEXEY BORISENKO RD - RUSSIA & CASPIAN 1.00 0.00 X 0 0 0 KIM ORACHESKI RD - NORTH AMERICA 1.00 0.00 X 0 0 0 SUSHMA BHAN TD - DATA SCIENCE & ENG. ANALYTICS 1.00 0.00 X 0 0 0 ABDULLATIF AL-OMAIR RD - MIDDLE EAST 1.00 0.00 X 0 0 0 RIVERSON OPPONG RD - AFRICA 1.00 0.00 X 0 0 0 RAHIM MASOUDI TD - RESERVOIR 1.00 0.00 X 0 0 0 CARLOS TORRES RD - NORTH AMERICA 1.00 0.00 X 0 0 0 KOJI YAMAMOTO RD - ASIA PACIFIC 1.00 0.00 X 0 0 0 PEGGY RIJKEN TD - COMPLETIONS 1.00 0.00 X 0 0 0 SIMON D SEATON CEO AND EXECUTIVE VP 38.00 2.00 X 441179 0 55987 MICHELLE BOYD CHIEF OPERATING OFFICER 20.00 20.00 X 284707 0 85244 STEVEN BYRNE CHIEF FINANCIAL OFFICER 38.00 2.00 X 254088 0 49137 JANE BOYCE DIRECTOR - MEMBER SERVICES 35.00 5.00 X 210338 0 38022 KIMBERLY RICHARDSON DIRECTOR - IT (THRU 2/5/25) 40.00 0.00 X 166950 0 27429 DANA OTILLIO VP, COMMUNICATIONS 40.00 0.00 X 226686 0 38168 JUDY JOHNSTON GENERAL COUNSEL (THRU 2/3/25) 39.00 1.00 X 233157 0 29297 PAMELA BOSCHEE DIRECTOR, MAGAZINES 40.00 0.00 X 180193 0 43242 KIRK COLLIGAN SALE EXHIBITS AND SPONSORS. MANAGER 40.00 0.00 X 184684 0 47088 HENRY PATRICK TINNE SENIOR BUSINESS DEVELOPEMENT MANAGER 40.00 0.00 X 221947 0 14103 DANNY FOSTER ASSOCIATE DIRECTOR, AMERICA 38.00 2.00 X 201204 0 27060 2605133 0 454777 42 0 1 0 FREEMAN AUDIO VISUAL SOLUTIONS 3801 ADLER DR DALLAS TX 75211 EXHIBITION AND AV AUDIO EQUIPMENT 1502638 MARRIOTT BUSINESS SERVICES PO BOX 402642 ATLANTA GA 30384 CONFERENCE CENTER AND CATERING 415810 UNGERBOECK SYSTEMS INTERNATIONAL INC 222 S MERAMEK AVE SUITE 202-1083 ST LOUIS MO 63105 EVENT REGISTRATION SYSTEM 377351 SILVERCHAIR 316 EAST MAIN STREET SUITE 300 CHARLOTTESVILLA VA 22902 ONEPETRO CLOUD PLATFORM 373835 ASP SOLUTIONS 120 ALDERSGATE STREET LONDON NONE UK EC1A 4JQ EVENT WEBSITE SERVICES 364365 31 6170588 469150 6639738 MEETINGS 561000 16423175 16423175 MEMBER DUES/ASSESSMENTS 900099 5902904 5902904 US CHAPTER REVENUE 900099 4116514 4116514 MANAGEMENT FEES 900099 3605179 3605179 PUBLICATIONS 541800 2310351 2133776 176575 330487 330487 32688610 644304 2239 642065 173428 173428 3774950 2698884 60000 1076066 -60000 1016066 1016066 MISCELLANEOUS REVENUE 900099 27601 27601 27601 41189747 32512035 178814 1859160 692031 692031 2840755 1485201 1350167 5387 11285026 5900026 5363601 21399 659203 344644 313309 1250 1483062 775373 704877 2812 1008826 527433 479480 1913 1870238 977796 888896 3546 100472 52528 47753 191 405206 211850 192588 768 43044 43044 261903 136928 124479 496 524730 524730 147554 77144 70130 280 185923 97204 88366 353 717684 375219 341104 1361 1522151 795810 723455 2886 6486568 6486568 46 24 22 899618 470337 427575 1706 83166 43481 39527 158 UBIT EXPENSE 14400 14400 US SECTIONS AND STUDENT 3383365 3383365 OTHER EXPENSES 3144256 1749663 1388995 5598 PUBLICATIONS 2527193 2527193 1752181 1752181 42038601 28861999 13126498 50104 2607216 3111245 4690201 3175087 2449204 2643619 21408760 15044275 7043276 6364485 23067014 21843138 685799 693388 10751499 10530698 51294209 48361660 4834399 4789293 11319242 9868868 717002 462567 16870643 15120728 X 32190834 30944682 2232732 2296250 34423566 33240932 51294209 48361660 X -848854 -322261 -28514 16995 X X 0 1 X 1 0 X 6413530 8641843 2198270 2446404 6639738 26339785 12855151 18637798 29507773 33152519 32512035 126665276 19268681 27279641 31706043 35598923 39151773 153005061 2564 2343 1865 5780 5790 18342 735260 1168771 4100236 4097198 6860681 16962146 737824 1171114 4102101 4102978 6866471 16980488 136024573 902300 823057 796097 891045 815493 4227992 902300 823057 796097 891045 815493 4227992 4129 14255 6053 68160 2239 94836 -6215 2919917 4702 29050 27601 2975055 20168895 31036870 32512895 36587178 39997106 160302944 0.84850 0.83490 0.02640 0.02930 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 1085675 1085675 10243012 5738680 4504332 77240 77240 10002833 9305595 697238 6364485 INTEREST IN NET ASSETS OF RELATED FOUNDATION 9967850 INVESTMENTS IN SUBSIDIARIES 128337 ROU ASSET - LEASE 434511 10530698 OPERATING LEASE 462567 462567 X PART X, LINE 2: THE COMPANY IS EXEMPT FROM FEDERAL INCOME TAX UNDER SECTION 501 (C)(3) OF THE INTERNAL REVENUE CODE AS A PUBLIC CHARITY. HOWEVER, THE COMPANY IS SUBJECT TO INCOME TAXES ON ANY UNRELATED BUSINESS INCOME THAT IS DERIVED FROM ACTIVITIES NOT IN FURTHERANCE OF ITS EXEMPT PURPOSES. THE COMPANY'S UNRELATED BUSINESS INCOME CONSISTS PRINCIPALLY OF ADVERTISING INCOME. THE SUBSIDIARIES ARE ALSO EXEMPT FROM LOCAL TAXES IN THEIR RESPECTIVE COUNTRIES, EXCEPT FOR SPE ASIA PACIFIC (M) SDN BHD WHICH IS SUBJECT TO A 25% CORPORATE INCOME TAX. THE COMPANY'S INCOME TAX EXPENSE FOR THE YEARS ENDED MARCH 31, 2025 AND 2024 IS NOT SIGNIFICANT TO THE FINANCIAL STATEMENTS. MANAGEMENT HAS EVALUATED THE COMPANY'S TAX POSITIONS AND CONCLUDED THAT THE COMPANY HAS TAKEN NO UNCERTAIN TAX POSITIONS THAT REQUIRE ADJUSTMENT TO THE FINANCIAL STATEMENT TO COMPLY WITH THE PROVISIONS OF THE FINANCIAL ACCOUNTING STANDARDS BOARD'S (FASB) GUIDANCE ON ACCOUNTING FOR UNCERTAIN INCOME TAXES. WITH FEW EXCEPTIONS, THE ORGANIZATION IS NO LONGER SUBJECT TO U.S. FEDERAL OR STATE AND LOCAL INCOME TAX EXAMINATIONS BY TAX AUTHORITIES FOR YEARS BEFORE 2021. EAST ASIA AND THE PACIFIC 1 39 PROGRAM SERVICES MEETINGS AND TRAINING COURSES 1561065 EAST ASIA AND THE PACIFIC 0 0 INVESTMENT 3878056 MIDDLE EAST AND NORTH AFRICA 0 0 INVESTMENT 7474026 EUROPE (INCLUDING ICELAND & GREENLAND) 0 0 INVESTMENT 5836730 NORTH AMERICA 0 0 INVESTMENT 864900 1 39 0 0 1 39 19614777 0 19614777 0 0 1 0 0 1 1 US SECTION SCHOLARSHIPS 305 692031 PART I, LINE 2: SCHOLARSHIPS ARE PROVIDED TO RECIPIENTS BASED UPON STATED QUALIFICATIONS AND ARE MONITORED THROUGH REQUIRED SUBMISSION OF GRADE AND PROOF OF ENROLLMENT. SPE'S MEMBER PROGRAMS GROUPS MONITORS THE SCHOLARSHIP AWARD WINNER'S GRADES TO ENSURE THAT THE RECIPIENT STILL QUALIFIES FOR THE SCHOLARSHIPS BASED ON GRADES AND DEGREE PROGRAM. IF THE RECIPIENT FAILS TO MEET THE GRADE REQUIREMENT AND/OR LEAVES THE FIELD OF STUDY, THE RECIPIENT IS NO LONGER AVAILABLE FOR FUTURE SCHOLARSHIPS. THIS INFORMATION IS REQUESTED ANNUALLY FOR THOSE RECIPIENTS THAT HAVE A MULTIPLE YEAR SCHOLARSHIP. SCHOLARSHIP RECIPIENTS ARE AWARDED BY VARIOUS SPE SCHOLARSHIP COMMITTEES. X 1 1 X X X 1 0 0 0 0 0 0 0 0 SIMON D SEATON CEO AND EXECUTIVE VP 440921 0 0 0 258 0 22770 0 33217 0 497166 0 0 0 MICHELLE BOYD CHIEF OPERATING OFFICER 284707 0 0 0 0 0 33549 0 51695 0 369951 0 0 0 STEVEN BYRNE CHIEF FINANCIAL OFFICER 253692 0 0 0 396 0 17580 0 31557 0 303225 0 0 0 DANA OTILLIO VP, COMMUNICATIONS 226596 0 0 0 90 0 15369 0 22799 0 264854 0 0 0 JUDY JOHNSTON GENERAL COUNSEL (THRU 2/3/25) 232395 0 0 0 762 0 15556 0 13741 0 262454 0 0 0 JANE BOYCE DIRECTOR - MEMBER SERVICES 209102 0 0 0 1236 0 14233 0 23789 0 248360 0 0 0 HENRY PATRICK TINNE SENIOR BUSINESS DEVELOPEMENT MANAGER 112900 0 108987 0 60 0 2155 0 11948 0 236050 0 0 0 KIRK COLLIGAN SALE EXHIBITS AND SPONSORS. MANAGER 69551 0 115080 0 53 0 12819 0 34269 0 231772 0 0 0 DANNY FOSTER ASSOCIATE DIRECTOR, AMERICA 201114 0 0 0 90 0 13482 0 13578 0 228264 0 0 0 PAMELA BOSCHEE DIRECTOR, MAGAZINES 179431 0 0 0 762 0 12434 0 30808 0 223435 0 0 0 KIMBERLY RICHARDSON DIRECTOR - IT (THRU 2/5/25) 166692 0 0 0 258 0 11484 0 15945 0 194379 0 0 0 PART I, LINE 1A THERE IS NO CHARTER TRAVEL. DIRECTORS ARE ALLOWED TO FLY BUSINESS CLASS OR FIRST CLASS FOR FLIGHTS THAT EXCEED 8 HOURS. SENIOR MANAGERS CAN FLY FIRST OR BUSINESS CLASS IF THE FLIGHT IS OVER 8 HOURS. THIS IS NOT TREATED AS TAXABLE INCOME TO THE INDIVIDUAL. PART I, LINE 4A THE FOLLOWING INDIVIDUALS RECEIVED SEVERANCE PAYMENTS FROM THE ORGANIZATION DURING THE FISCAL YEAR: - KIMBERLY RICHARDSON - $47,242 - JUDY JOHNSTON - $109,705 FORM 990, PART VI, SECTION A, LINE 6 THE ORGANIZATION IS ORGANIZED AS A NONPROFIT WITH MEMBERS WHO, PURSUANT TO THE ORGANIZATION'S GOVERNING DOCUMENTS, HAVE THE RIGHT TO PARTICIPATE IN THE ORGANIZATION'S GOVERNANCE. THE MEMBER RIGHTS INCLUDE: 1) TO BE REPRESENTED IN AND TO PARTICIPATE IN, THE WORK OF THE SOCIETY WITH THE RIGHT TO VOTE; 2) TO STAND FOR ELECTION, AND TO NOMINATE CANDIDATES FOR ALL OFFICIAL BODIES OF THE SOCIETY; 3) TO SUBMIT PROPOSALS TO THE SOCIETY AND TO OTHER BODIES OF THE SOCIETY; AND 4) TO ASSEMBLE IN SECTIONS OR CHAPTERS FOR THE ENJOYMENT OF THE INDIVIDUAL MEMBERS. FORM 990, PART VI, SECTION A, LINE 7A SEE NARRATIVE FOR FORM 990, PART VI, LINE 6. FORM 990, PART VI, SECTION A, LINE 7B THE TEXAS BUSINESS ORGANIZATION CODE (TBOC) REQUIRES A TEXAS CORPORATION TO GO OUT TO MEMBERSHIP VOTE FOR CERTAIN APPROVED FUNDAMENTAL ACTIONS. SEC. 22.164. VOTE REQUIRED TO APPROVE FUNDAMENTAL ACTION. (A) IN THIS SECTION, "FUNDAMENTAL ACTION" MEANS: (1) AN AMENDMENT OF A CERTIFICATE OF FORMATION, INCLUDING AN AMENDMENT REQUIRED FOR THE CANCELLATION OF AN EVENT REQUIRING WINDING UP IN ACCORDANCE WITH SECTION 11.152(B); (2) A VOLUNTARY WINDING UP UNDER CHAPTER 11; (3) A REVOCATION OF A VOLUNTARY DECISION TO WIND UP UNDER SECTION 11.151; (4) A CANCELLATION OF AN EVENT REQUIRING WINDING UP UNDER SECTION 11.152(A); (5) A REINSTATEMENT UNDER SECTION 11.202; (6) A DISTRIBUTION PLAN UNDER SECTION 22.305; (7) A PLAN OF MERGER UNDER SUBCHAPTER F; (8) A SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF A CORPORATION UNDER SUBCHAPTER F; (9) A PLAN OF CONVERSION UNDER SUBCHAPTER F; OR (10) A PLAN OF EXCHANGE UNDER SUBCHAPTER F. (B) EXCEPT AS OTHERWISE PROVIDED BY SUBSECTION (C) OR (D) OR THE CERTIFICATE OF FORMATION IN ACCORDANCE WITH SECTION 22.162, THE VOTE REQUIRED FOR APPROVAL OF A FUNDAMENTAL ACTION IS: (1) AT LEAST TWO-THIRDS OF THE VOTES THAT MEMBERS PRESENT IN PERSON OR BY PROXY ARE ENTITLED TO CAST AT THE MEETING AT WHICH THE ACTION IS SUBMITTED FOR A VOTE, IF THE CORPORATION HAS MEMBERS WITH VOTING RIGHTS; (2) AT LEAST TWO-THIRDS OF THE VOTES OF MEMBERS PRESENT AT THE MEETING AT WHICH THE ACTION IS SUBMITTED FOR A VOTE, IF THE MANAGEMENT OF THE AFFAIRS OF THE CORPORATION IS VESTED IN THE CORPORATION'S MEMBERS UNDER SECTION 22.202; OR (3) THE AFFIRMATIVE VOTE OF THE MAJORITY OF THE DIRECTORS IN OFFICE, IF THE CORPORATION HAS NO MEMBERS OR HAS NO MEMBERS WITH VOTING RIGHTS. (C) IF ANY CLASS OF MEMBERS IS ENTITLED TO VOTE ON THE FUNDAMENTAL ACTION AS A CLASS BY THE TERMS OF THE CERTIFICATE OF FORMATION OR THE BYLAWS, THE VOTE REQUIRED FOR THE APPROVAL OF THE FUNDAMENTAL ACTION IS THE VOTE REQUIRED BY SUBSECTION (B)(1) AND AT LEAST TWO-THIRDS OF THE VOTES THAT THE MEMBERS OF EACH CLASS IN PERSON OR BY PROXY ARE ENTITLED TO CAST AT THE MEETING AT WHICH THE ACTION IS SUBMITTED FOR A VOTE. (D) IF THE CORPORATION HAS NO MEMBERS OR HAS NO MEMBERS WITH VOTING RIGHTS AND THE CORPORATION DOES NOT HOLD ANY ASSETS AND HAS NOT SOLICITED ANY ASSETS OR OTHERWISE ENGAGED IN ACTIVITIES, THE VOTE REQUIRED FOR APPROVAL OF A FUNDAMENTAL ACTION CONSISTING OF AN AMENDMENT TO THE CERTIFICATE OF FORMATION TO CANCEL AN EVENT REQUIRING WINDING UP OR ANY OF THE ACTIONS DESCRIBED BY SUBSECTIONS (A)(2) THROUGH (A)(6) IS THE AFFIRMATIVE VOTE OF A MAJORITY OF THE ORGANIZERS OR A MAJORITY OF THE DIRECTORS IN OFFICE. FORM 990, PART VI, SECTION B, LINE 11B THE ORGANIZATION'S FORM 990 UNDERGOES A NUMBER OF INTERNAL AND EXTERNAL REVIEWS BEFORE IT IS FILED WITH THE IRS; THE RETURN IS PREPARED BY THE ORGANIZATION'S PUBLIC ACCOUNTING FIRM, RSM US LLP, AND IS REVIEWED BY THE ORGANIZATION'S CFO. THE SPE AUDIT COMMITTEE REVIEWS THE FORM 990 PRIOR TO FILING WITH THE IRS. THE BOARD IS PROVIDED A COPY OF THE FINAL FORM 990 VIA POSTING TO THE BOARD WEBPORTAL. FORM 990, PART VI, SECTION B, LINE 12C THE ORGANIZATION REGULARLY AND CONSISTENTLY ENFORCES COMPLIANCE WITH ITS CONFLICT OF INTEREST POLICY VIA ITS INTERNAL AUDIT PROCESSES. THE INTERNAL AUDIT DEPARTMENT MONITORS THE CONTRACTING AND DISBURSEMENT PROCESS TO ENSURE THAT NO CONTRACTS ARE ISSUED, OR PAYMENTS MADE, TO PERSONS OR ENTITIES THAT WOULD HAVE A CONFLICT OF INTEREST. SPE HAS A POLICY PROHIBITING CONFLICTS OF INTEREST. BOARD MEMBERS AND DIRECTORS OF THE ORGANIZATION ARE AWARE OF THE POLICY AND HAVE AGREED TO ABIDE BY IT. SPE REPORTS QUARTERLY TO THE SPE AUDIT COMMITTEE ANY PRE-APPROVAL OF POTENTIAL CONFLICT OF INTEREST ACTIVITY. FORM 990, PART VI, SECTION B, LINE 15 THE SPE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS, ALL OF WHOM ARE INDEPENDENT, ANNUALLY REVIEW AND APPROVE ALL SALARY INCREASES FOR EXECUTIVE DIRECTOR AND STAFF DIRECTORS BASED ON SURVEY DATA. THE RESULTS OF THE DELIBERATIONS ARE DOCUMENTED CONTEMPORANEOUSLY BY THE COMMITTEE. FORM 990, PART VI, SECTION C, LINE 19 GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICIES, AND FINANCIAL STATEMENTS ARE NOT REQUIRED DISCLOSURES PURSUANT TO INTERNAL REVENUE CODE (IRC) SECTION 6104. THESE DOCUMENTS ARE NOT AVAILABLE TO THE PUBLIC AT THIS TIME. FORM 990, PART XI, LINE 9: CHANGE IN NET ASSETS OF RELATED FOUNDATION 58,113. CHANGE IN NET ASSETS OF US CHAPTERS/SECTIONS -41,118. FOREIGN CURRENCY TRANSLATION GAIN FORM 990, PART XII, LINE 2C: THE OVERSIGHT AND SELECTION PROCESS HAS NOT CHANGED FROM THE PRIOR TAX YEAR. 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