Governance

Resource Environmental is a limited liability company organized on April 25, 2003 under the laws of the State of Delaware. It has a perpetual term and is “manager managed” as opposed to “member managed” under Delaware law.

The Board of Directors is comprised of one member from each member company. Each board member has one vote on all issues that come before them. For most decisions by the Board, a simple majority of a quorum present is required. In the event of a tie vote, the President of Resource Environmental is authorized to vote to break the tie.

The Board determines overall policy and budget issues and hires and supervises the President and Vice President and General Counsel. One of its primary roles is to consider and determine by majority vote the percentage allocation of costs that are assigned to its members involved at petroleum fuel remediation sites that it manages. It also decides whether and to what extent rapid responses and remedial efforts (in excess of $100,000) will be undertaken by the company. It also approves the annual budget, ensures the financial viability of the company, approves the selection and engagement of officers, employees, and third party professional service providers, authorizes the prosecution or defense of litigation, and controls the acquisition and disposition of assets based upon the President’s recommendation.

The Board meets in person semi-annually or more frequently if necessary. The Board also confers by telephone on a regular basis as needed. The member companies meet annually.

The President of the company directs the day to day activities of the company. He or she is responsible for overall project management, coordination with outside contractors, maintenance of budgetary discipline and ensures compliance with company policy, business ethics, and the law. Remedial services are outsourced to nationally recognized remediation firms used by the member companies. Currently, ATC Associates Inc. and URS Corporation are the primary consulting firms used to conduct assessments, develop remedial programs, implement approved work plans, as well as assist in the allocation analysis.

The Vice President and General Manager supports the President and manages and coordinates the details of the remedial efforts at sites in the company’s portfolio of work. This responsibility includes technical oversight, regulatory compliance, invoicing and billing, and stakeholder engagement.

Supporting the President and Vice President and General manager is a Vice President and General Counsel who provides legal advice and counsel to the President and the Board of Directors. In addition, he or she is periodically delegated additional operational responsibilities by the President as needed.

The Board has created a Technical Advisory Committee comprised of technically trained representatives of the member companies. This multi-disciplinary committee provides internal consulting concerning general compliance issues, internal process issues, and also serves as a peer review source for the president and general counsel.