ABA Executive Committee ABA Finance & Budget ABA Foundation Budget Committee Committee Don DeVivo Doug Anderson Tom JeBran Gene Berardi Gene Berardi Ron Bast John Meier Don DeVivo Doug Anderson John Miller Alan Glickman Gene Berardi Karen Sanders Frank Henry Ron Eyre Terry Fischer Jim Jalbert Mike Trageser Steve Woelfel Tom JeBran Steve Haddad Daryl Johnson Jim Jalbert John Meier Ron Moore Ian Smart Chris Shepler Steve Woelfel Buddy Young Bill Blankenship Linda Burtwistle Francis Tedesco 8 a.m. – 9 a.m. ABA Board of Directors Breakfast George Washington University Room

9 a.m. – 12 p.m. ABA Policy Meeting University of DC/ Catholic University Room 12 p.m. – 1 p.m. Lunch George Washington University Room

1 p.m. – 4 p.m. ABA Board of Directors Meeting University of DC/Catholic University Room

7 p.m. ABA Board of Directors Evening Event Del Frisco’s Double Eagle Steak House

FRIDAY, MAY 4, 2018

8 a.m. – 9 a.m. ABA Board of Directors Breakfast George Washington University Room

9 a.m. – 12 p.m. Board of Directors Meeting University of DC/Catholic University Room

12 p.m. – 1 p.m. ABA Executive Committee Lunch & Meeting Gallaudet Room 2018 ABA SPRING BOARD MEETING AGENDA WASHINGTON MARRIOTT MARQUIS 901 MASSACHUSETTS AVE. NW, WASHINGTON, DC 20001 (202) 824-9200 MAY 3-4, 2018

THURSDAY, MAY 3, 2018, 9 A.M. – 4 P.M.

Policy Meeting 9 a.m.- noon

Opening Remarks D. DeVivo

Guest Recognition & Introduction D. DeVivo

Approval of the Previous Meeting Minutes D. DeVivo

President’s Report P. Pantuso ABA Operations and Highlights since January 2018

Counsel’s Report R. Schweitzer

Government Affairs Update S. Rohde

Committee Reports Audit E. Berardi BusMARC J. Miller BusPAC P. Picknelly Finance & Budget E. Berardi, E. Braendel Governance J. Meier Marketplace Strategic S. Haddad Strategic Safety A. Glickman Time-Place E. Berardi Technology A. Berardi

2019 Marketplace Outlook K. Gryzwacz ABA Foundation Report & Foundation Research Initiatives T. JeBran Fundraising Activities Research Projects Motorcoach Census

Strategic Planning D. DeVivo

Guest Speaker David Wasserman House Editor, Cook Political Report

Friday, May 4, 2018, 8 A.M. – 4 P.M.

Staff Reports – Board Handouts

All staff reports were provided in advance to all Board members. Feel free to raise any questions you may have about any of the staff reports during the Board meeting, directly with appropriate staff, or with Peter. Formal staff presentations will be given during the Board meeting. Meetings, Education, and Membership L. Brewer

Communications Report M. Hinton

Publications Report M. Hinton Bus Bulletin, Destinations, Insider, Motorcoach Marketer, Marketplace Today

Guest Speaker Raymond Martinez Administrator, FMCSA

Radar Issues

Executive Session

Adjourn

GUESTS IN ATTENDANCE

Alex Berardi, Adirondack, Pine Hill, & New York Trailways Greg Scott, Merevir Consulting

Roman Cornell, ABC Companies David Wasserman, Cook Political Report Shaun Courtney, Bloomberg Government Matt Young, Capitol Bus Lines Nicole Fritz, Burlington Trailways

Scott M. Henry, Martz Group

John Henry, Martz Group

Raymond Martinez, Federal Motor Carrier Safety Administration

Sean McGlynn, K&L Gates

Joe Mikrut, Capitol Tax Partners

Melissa Mueller, Capitol Tax Partners BY - LAWS OF THE AMERICAN BUS ASSOCIATION Amended as of January 13, 2017

ARTICLE I OFFICES

Section 1. The place of business of the Association and the office of its statutory agent shall be the City of Washington, DC. The Association may change the location of its place of business or its statutory agent, or both.

ARTICLE II MISSION, OBJECTS AND PURPOSES

Section 1. The American Bus Association represents the business concerns of both U.S. and Canadian privately owned motorcoach and tour operators. ABA represents the U.S. bus industry in Washington, DC, and supports the government affairs activities of its Canadian members and counterpart associations. ABA facilitates relationships between the North American motorcoach industry and all related segments of the travel and supplier industry. In addition, ABA creates awareness of the motorcoach industry among consumers in North America (USA, Canada and Mexico), and communicates publicly on important issues like motorcoach and highway safety.

Section 2. The objects and purposes of the Association are: a) To promote and develop the services provided by tour-charter bus service, fixed route bus service, and the tour and travel segments of the industry. b) To advocate the enactment of uniform, just and proper laws and cooperate with public officials in securing the enforcement of all laws, rules and regulations applicable to the bus transportation industry. c) To promote the highest possible ethical standards by companies engaged in providing bus transportation to the public and by those providing equipment, accommodations and other services to such companies and their passengers by promoting compliance with the American Bus Association's Code of Ethics and other actions. d) To promote closer relations and cooperation among all Association members and membership segments. e) To promote friendly relations with, and to secure the cooperation and good will, of the public. f) To improve the transportation service rendered by its members, including adequate connecting and through services. g) To promote the construction, maintenance, repair and improvement of all roads used for bus transportation. h) To promote the construction and maintenance of bus terminals and related facilities. i) To promote the safety, convenience, and betterment of bus operations and serve the interest and welfare of the members of the American Bus Association and the public at large. j) To work with government to create a climate for growth of the private sector motor vehicle passenger transportation industry.

5 k) To provide forums where various segments of the tour and travel community can establish relationships and business opportunities. l) To enable members the opportunity to participate in the privatization of motor vehicle passenger transportation. m) To provide educational opportunities to all members.

ARTICLE III MEMBERSHIP

Section 1. Membership in the Association shall be divided into six classes: a) Bus Operators. b) Associations of Bus Operators. c) State, Regional and Provincial Associations. d) Associates. e) Travel Industry. f) Tour Operators.

Section 2. As used in Section 1 of this Article: a) "Bus Operators" include any individual, partnership, company, corporation or group of such companies engaged in the business of transporting persons for hire in vehicles over the public highways as a common or contract carrier, either directly or as a managing agent except that "Bus Operator" does not include any entity which is owned or operated by a State, municipality, public agency, public corporation, or any local public body or any other entity which is not operated for profit. b) "Associations of Bus Operators" means any association of motor bus operators, other than a State association, with members whose qualifications for membership are the same as those set forth in paragraph (a) of this section for bus operator members of the Association. c) "State, Regional and Provincial Association" means any State, Regional or Provincial association of motor vehicle operators in which bus operators are individually eligible for membership. d) "Associates" means any organization which supplies equipment, material and services to the industry such as buses, engines, tires, accessories, petroleum products, publications, advertising and public relations firms, and the like, any entity which is not eligible for membership as a "Bus Operator" under paragraph (a) of this section because of its public ownership or operation, and other organizations which have business dealings of a general nature with bus operator members but does not include any persons eligible for membership solely as a travel industry member. e) “Travel Industry" members include hotels, motels, attractions, conventions and visitor bureaus, official State and provincial tourism offices, regional promotion agencies, Federal travel promotion agencies, retail travel agencies, tour brokers, food service organizations, and other firms or suppliers providing travel goods and services to bus operator members but does not include any entity which provides accommodations or goods and which is not operated for profit. f) "Tour Operators" includes any person or organization, other than a bus operator or an employee or agent of a bus operator, who, for compensation, assists or arranges for the transportation of passengers by bus in sightseeing or pleasure tours or other

6 special operations, who have been in the business of arranging for bus tours for at least two years, and commission agents but does not include any governmental or other entity which is not operated for profit.

Section 3. a) Any eligible person or organization may become a member by furnishing such information as may be required by the President/CEO demonstrating its willingness and ability to comply with the Association's Code of Ethics, payment of dues, and upon approval by the Board of Directors or by the President/CEO acting on behalf of the Board. In addition, an applicant for membership as a bus operator must demonstrate its compliance with the membership requirements of the Association as set forth in Section 4 of Article III. b) No tour operator affiliated with a bus operator shall be eligible for membership unless the affiliated carrier is a bus operator member of the Association. c) A bus operator who owns or controls one or more bus operators or one or more tour operators may file a joint application for membership on behalf of all such operators or each bus operator or tour operator may file a separate application. d) An association of bus operators may become a member upon approval by the Board of Directors and upon the payment of such dues as may be prescribed by the Board. e) A bus operator may not hold any other class of membership in the Association unless dues applicable to membership as a bus operator are paid.

Section 4. a) No person or organization may become or remain a bus operator member -- 1) Unless it is in compliance with the applicable U.S., Canadian, state and/or provincial laws and regulations respecting the registration and operation of a bus operator business, or in the absence of such a verifiable compliance standard, then the appropriate national/state/provincial requirements for establishing and operating a bus operator business.

b) No person or organization may become or remain a tour operator member -- 1) Unless it is in compliance with the applicable U.S., Canadian, state and/or provincial laws and regulations respecting the registration and operation of a tour operator business, or in the absence of such a verifiable compliance standard, then the appropriate national/state/provincial requirements for establishing and operating a tour operator business.

Section 5. a) All applications for membership as a bus operator or as a tour operator shall be published and members given an opportunity to submit specific comments to the President/CEO respecting the applicant's eligibility for membership, including, in the light of specific evidence, its willingness and ability to comply with the Association's Code of Ethics. b) 1) The Board, or the President/CEO acting for the Board, shall review all comments or objections filed pursuant to paragraph (a) respecting an applicant's eligibility for membership in the Association to determine whether

7 such comments or objections are legitimate and substantiated. 2) If the comments or objections filed pursuant to paragraph (a) are found to be legitimate or to be substantiated, the applicant shall be treated as a probationary member until such time as its eligibility for membership is determined in accordance with the provisions of paragraph (c) of this section. c) Objections to an application which raise a serious question with respect to an applicant's eligibility for membership or to the probability of its compliance with the Association's Code of Ethics and appeals by members from finding of ineligibility for membership shall be handled as complaints and determined in accordance with the procedure provided in Section 3 of Article XIV of the Bylaws.

ARTICLE IV MEMBERSHIP DUES

Section l. The annual dues for the various classes of membership in the Association shall be determined by the Board of Directors but the annual dues for any individual operator member shall not exceed $50,000.

Section 2. Members, which are under common control or management or are members of an association of bus operators whose membership has been approved by the Board of Directors, may pay their annual dues separately.

Section 3. Annual dues for all classes of membership are payable according to a dues schedule, as established by the Board of Directors, each year. When necessary, payment schedules may be discussed with the CEO.

ARTICLE V VOTING RIGHTS AND PRIVILEGES

Section 1. Each bus operator member, each association of bus operators, and each tour operator member shall have the right to participate and vote in the election of directors.

Section 2. Each bus operator member, association of such members, and each tour operator member shall be entitled to exercise the right of one vote. In addition, bus operator and/or tour operator members that are under common control or management shall be entitled to exercise the right of one vote for the entire group of affiliated entities; for purposes of this section, “common control” means owning or controlling a majority of the voting stock of a member.

Section 3. The Board of Directors may restrict participation in Association programs to certain categories of members.

ARTICLE VI MEETINGS OF MEMBERS OF ASSOCIATION

Section 1. Meetings of the Association shall be held at such time and place as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

8 Section 2. The Board of Directors shall provide for one or more annual meetings of the members of the Association and shall determine the time and place of such meetings. The Board may provide for different annual meetings for different classes of members.

Section 3. Special meetings of the Association may be called by the Board of Directors or by the Chair of the Board on such notice as the Board or the Chair deems proper and shall be called upon the request of twenty (20) members of the Association. Notice of any such special meeting shall specify the purpose for which the meeting is called.

Section 4. With respect to each annual or special meeting called by the Board of Directors, the Board shall determine the class or classes of members eligible to attend. Written or printed notice of each annual or special meeting of the Association stating the time, place and object thereof, shall be given to each eligible member in good standing as shown by the records of the Secretary of the Association by such methods as allowed by law at least fifteen (15) days before the date on which the meeting is to be held. No publication of any notice of a meeting of the Association shall be required. If any member shall sign a written waiver of notice of any meeting, either before or after the meeting, such waiver shall be deemed equivalent to notice.

Section 5. All eligible members in good standing, present at any annual meeting or special meeting, shall be entitled to vote. At all meetings of the Association, the presence of one-tenth of the eligible votes shall constitute a quorum for the transaction of business. If such quorum shall not be present, the members entitled to vote thereat, represented in person, and shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, or until a quorum shall be represented. At such adjourned meetings at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 6. When a quorum is present at any meeting, the majority of votes cast by the members having voting power present in person at the meeting shall decide any question brought before such meeting.

Section 7. At every meeting of the Association, the Chair of the Board or, in the absence of the Chair, persons designated by the Chair or, in their absence, a Chair chosen by a majority of the members of the Association present and entitled to vote, shall act as the Chair, whereas the Secretary-Treasurer of the Association shall act as secretary at all meetings of the Association. In the absence of the Secretary-Treasurer from any such meeting, the Chair may appoint a person to act as secretary of the meeting.

ARTICLE VII DIRECTORS

Section 1. The Governance Committee shall present to the annual meeting nominations for the Board of Directors, and shall present to the Board of Directors nominations for members of the Executive Committee. The Governance Committee shall consist of such members as specified in Section 3(a) of Article X.

Section 2.

9 a) Persons who desire to be nominated for a seat on the Board of Directors or to renew such term, or who desire to nominate another member for such a seat, shall submit to the Governance Committee in writing, not less than fifteen (15) days after a call for such nominations, a statement of the candidate's qualifications and other pertinent information, including a statement of the candidate's willingness to serve, if nominated. b) Nominations for Directors from the floor shall not be permitted. c) To be eligible to be elected as a Director, an individual must be a full-time employee, director or corporate officer of a member of the Association. If a Director is no longer a full-time employee, director or corporate officer of a member, that individual shall resign from the Board of Directors. d) The number of Directors, which shall constitute the Board, shall not be fewer than thirty-five (35) and shall not exceed fifty (50). The Directors shall be elected by the members and shall hold office until their successors have been elected and qualified or until their prior resignation or removal. Directors, other than the President/CEO, up to six (6) associate members, up to six (6) travel industry members, and up to six (6) tour operator members, shall be bus operator members or members of an association of bus operators. These terms shall be staggered so that approximately one-third of the seats shall expire each year. e) One permanent seat on the Board shall be reserved for the President/CEO and one seat shall be reserved for the person currently serving as the Chair of the Association’s Marketplace Committee f) A minimum of six (6) seats on the Board of Directors shall be held by Enterprise members. A minimum of six (6) seats on the Board shall be held by Large Non- Fixed Route Bus Operators. A minimum of six (6) seats on the Board shall be held by Fixed Route Bus Operators. In addition, up to six (6) seats on the Board of Directors shall be filled by Associate members, and up to four (4) of those six (6) seats shall be filled by Associate members engaged in the manufacturing of buses. Also, up to six (6) seats on the Board of Directors shall be filled by members in the Travel Industry and up to six (6) seats on the Board of Directors shall be filled by Tour Operator members. The remaining seats on the Board of Directors may be held by any member who is a bus operator. The Governance Committee shall be directed to make reasonable efforts to meet these target figures for member group representation on the Board. g) Other than the President/CEO and the Chair of the Marketplace Committee, the term for each of these seats shall be three (3) years, which term may be renewed. h) By a majority vote, the Board of Directors may appoint one or more non-voting honorary directors. i) Up to four additional non-voting seats may be filled by members that are part of an entity that commonly controls more than one member; for the purposes of this subsection, “commonly controls” means owning or controlling a majority of the voting stock of a member. These additional seats, along with the President/CEO, the Marketplace Chair and any honorary directors, shall not count against the limit on the number of seats set out in subsection 2(c), above.

Section 3. No member, including members affiliated with or commonly controlled by such members, shall have more than one seat on the Board of Directors, with the following

10 exceptions: a) The seat held by the Chair of the Marketplace Committee; and b) Those members that are part of an entity that commonly controls more than one member as set out in section 2(i) above, provided that a commonly controlled entity may have members with no more than one (1) voting and two (2) non-voting seats on the Board of Directors. If the voting Director of such an entity is unable to attend a Board meeting, the voting Director may provide notice to the Chairman and designate a non-voting Director of the same entity to attend the Board meeting and to vote for the member entity.

Section 4. Any vacancy in the offices of the Association may be filled by the Board of Directors at any regular or special meeting of the Board. In the event of a vacancy on the Board of Directors, the Executive Committee may elect a person to fill such vacancy until the next annual meeting.

Section 5. The business of the Association shall be managed by its Board of Directors, which may exercise all such powers of the Association and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised by the members.

Section 6. a) The Board of Directors of the Association may hold meetings, both regular and special, as the Board of Directors from time to time may determine. b) A meeting of the Board of Directors shall be held during or immediately following the Annual Meeting of the Association for the purpose of electing an Executive Committee and officers of the Association. There shall also be at least one other regular meeting during the year and such other meetings, as the Board deems necessary. Meetings may be called by the Chair of the Board and shall be called by the Secretary-Treasurer upon the written request of six members of the Board of Directors. At least ten (10) days notice of each regular meeting, and five (5) days notice of each special meeting, including the purpose for which it is called, shall be sent to each member of the Board of Directors. c) The notice shall be sent by United States mail, email or facsimile transmission or otherwise as allowed by law. d) Notice of any meeting need not be given to any director, however if waived by him in writing. Any meeting of the Board of Directors shall be a legal meeting without any notice thereof having been given if all Directors shall be present there at.

Section 7. a) At all meetings of the Board of Directors, one third of the Directors shall constitute a quorum for the transaction of business and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. Except as provided in section 3(b) of this Article, no proxies will be accepted on behalf of absent members. b) If a quorum shall not be present there at, the Directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

11 c) Except as provided in section 3(b) of this Article, Board members may not appoint substitutes to attend Board meetings in the absence of the Board member.

Section 8. Any action required or permitted to be taken at any meeting of the Board of Directors or of any Committee thereof may be taken by notation or voice vote if, in the opinion of the Chair of the Board, it is not feasible or practicable to convene a special meeting of the Board.

Section 9. Any Director may be removed either with or without cause, at any time, by the affirmative vote of a majority of the members of record of the Association entitled to a vote, at a special meeting of the Association called for the purpose; and the vacancy in the Board caused by such removal may be filled by the members at such meeting. Any Director may resign at any time by giving written notice of such resignation to the Chair of the Board, the Secretary- Treasurer, or the President/CEO of the Association and such resignation shall take effect at the time specified in such notice. a) Each seat held by a Director on the ABA Board of Directors is specific to that person as an individual member company representative, but is also governed by their company’s membership status and membership eligibility, and is conditional on the company remaining a member in good standing. Any vacancy as a result of a Director’s removal or resignation will be filled by a vote of the membership through the annual election process; member companies may not substitute Directors at the company’s request. b) Any Director whose company’s membership status changes (e.g. transitioning from a non- fixed route bus operator to a tour operator that operates no vehicles; or transitioning from a tour operator to a travel industry attraction; or if the company is no longer an ABA member) will be asked to resign from the Board. Any Director who does so resign as a result of the company’s membership status change, and whose respective company remains in good standing as an ABA member, may seek election for a new seat on the Board under the appropriate membership category during the following year’s election cycle.

Section 10. The Board of Directors, other than the President/CEO, shall serve without salary.

Section 11. a) The Executive Committee shall consist of thirteen (13) Directors: the Chair of the Board, who shall serve as the Chair of the Executive Committee; the Immediate Past Chair of the Board; the Vice Chair of the Board; the Secretary-Treasurer; the President/CEO; and, eight (8) additional members of the Board. b) The Directors, who hold the positions of Chair of the Board, Vice Chair, Immediate Past Chair, and Secretary-Treasurer, while serving in such positions, shall serve on the Executive Committee as Officers. c) A series of succession shall be established to ensure the continuity of the leadership of the Executive Committee and the Board of Directors. At the expiration of their term of office, the Chair shall transfer the position of Chair to the then Vice Chair, and shall assume the position of Immediate Past Chair. d) The Chair, Vice Chair and Immediate Past Chair shall each serve for a term of three (3) years, but shall not be eligible for reelection to the same position at the expiration of their term. If for any reason any such member of the Executive Committee is

12 unable to complete their term, the Board of Directors shall elect a replacement who may complete the unexpired term and then may serve an additional three-year term. e) The Secretary-Treasurer and the President/CEO shall each serve on the Executive Committee for a term of one (1) year and shall be eligible for reelection. f) Three (3) members of the Executive Committee, other than those identified in paragraph (a) above, shall be bus operator members, shall serve for a term of two (2) years and shall be eligible for reelection for a maximum of three (3) consecutive terms. If for any reason any such member of the Executive Committee is unable to complete their term, the Board of Directors shall elect a replacement whom may complete the unexpired term and then may serve up to three (3) additional terms. At least one (1) of these three (3) Executive Committee members shall be from each of the three (3) bus operator member categories set out in Section 13 of Article VII herein. g) One (1) seat on the Executive Committee shall be reserved for the Chair of the Association’s Policy Committee or if that person otherwise occupies another designated seat, an active member of the Policy Committee shall serve in their place while the terms overlap. The person serving in the seat reserved for the Chair of the Policy Committee shall serve for a term of two (2) years and may be eligible for reelection without restriction. If for any reason this member of the Executive Committee is unable to complete their term, the Board of Directors shall elect a replacement to complete the unexpired term. h) Three (3) At-Large seats on the Executive Committee shall be reserved for bus operator members, and one (1) At-Large seat shall be reserved for a Travel Industry member. These At-Large members of the Executive Committee shall serve for a term of two (2) years, and may be eligible for reelection to serve a maximum of three (3) consecutive terms. If for any reason any such member of the Executive Committee is unable to complete their term, the Board of Directors shall elect a replacement to complete the unexpired term.

Section 12. The Board of Directors shall establish minimum duties and performance standards for all Directors to meet while they serve on the Board. Failure to meet such duties or standards may subject a director to appropriate discipline by the Board, including dismissal from the Board before the end of the director’s term.

Section 13. For purposes of this Article, a) “Enterprise Member” means: (i) a bus operator that operates fewer than twenty–five (25) buses, including but not limited to charter, tour, fixed route, commuter and special operations service; (ii) a member that provides passenger transportation service primarily using passenger vans; or (iii) a Tour Operator; b) “Large Non-Fixed Route Operator” means a motorcoach operator that operates twenty–five (25) or more buses and that primarily provides non-fixed route service, including but not limited to charter, tour, commuter and special operations service; c) “Fixed Route Operator” means a bus operator that operates twenty-five (25) or more buses and that primarily provides intercity bus service over fixed routes on set schedules.

ARTICLE VIII

13 NOTICES

Section 1. Notices to the Board of Directors and the membership shall be in writing and delivered by such method as allowed by law. Notice by mail shall be deemed to be given at the time when the same shall be mailed.

Section 2. Whenever any notice is required to be given by law, by the Articles of Incorporation or by these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE IX OFFICERS

Section 1. a) The Officers of the Association shall be chosen by the Board of Directors and shall be a Chair of the Board, a Vice Chair of the Board, and a Secretary-Treasurer, all of whom shall be bus operator members of the Board, a President/CEO, and such other officers as the Board of Directors may deem advisable from time to time. b) The Board of Directors shall choose a Chair for a term not to exceed three (3) years but who shall not be eligible to succeed himself as Chair of the Board. During or immediately following each annual meeting of the Association the Board of Directors shall appoint a slate of other officers for such term as it deems desirable. Each officer so chosen shall hold office until a successor shall have been duly chosen and qualified or until the officer shall resign or shall have been removed from office. c) The hiring, salary, and salary increases of the employees of the Association shall be subject to the approval of the Chair of the Board.

CHAIR

Section 2. a) The Chair of the Board of Directors shall preside at all meetings of the members and at all meetings of the Board, and shall have general supervision over the officers of the Association subject, however, to the control of the Board of Directors. b) The Chair shall direct that all accounts of the Association be audited at least once per year by a certified public accountant and shall transmit such audit report to the Board of Directors. c) The Chair may delegate to another officer such of their authority, as they deem necessary. In case of the disability of the Chair or a vacancy in the office, the Vice Chair of the Board shall perform the duties of the Chair until the sitting Chair returns to office or until another Chair may be qualified and selected.

VICE CHAIR

Section 3. The Vice Chair shall serve as Chair of the Audit Committee and as a member of the Bylaws Committee, shall chair the meetings of the Board of Directors in the absence of the Chair, and shall perform such other duties as directed by the Chair as necessary or desirable to discharge the functions of the Association.

PRESIDENT/CEO

Section 4. a) The President/CEO shall be the chief executive officer of the Association and shall assist the Chair of the Board in supervising the employees of the Association. b) The President/CEO may sign and execute, in the name of the Association, deeds, mortgages, bonds, contracts, or other instruments, subject to the provisions of these Bylaws, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Association; and, in general, he shall perform all duties incident to the office, and such other duties as from time to time may be assigned by the Board of Directors. c) The President/CEO shall see that all notices are given in accordance with the provisions of these Bylaws or as required by law; and shall be the custodian of the records and of the seal of the Association. The President/CEO shall see that the seal is affixed to all documents when use of the seal is required and authorized in accordance with the provisions of these Bylaws. d) The President/CEO shall have general responsibility for the financial transactions of the Association and shall render a statement of the conditions of the finances of the Association at all regular meetings of the Board of Directors and a full financial report at the annual meeting of the Association, if called upon so to do. The President/CEO shall have access to the books and records of the Association and may order a special audit of the accounts of the Association at any time deemed necessary.

SECRETARY – TREASURER

Section 5. The Secretary-Treasurer shall arrange for minutes of the meetings of the Association and of the Board of Directors to be kept and shall have general oversight over the financial transactions of the Association.

ARTICLE X COMMITTEES

Section 1. The Chair of the Board shall have authority to appoint, with the advice and consent of the Executive Committee, such committees as are deemed necessary for the proper functioning of the Association. The members, including the chair, of each committee shall serve until relieved by order of the Chair of the Board. The Chair of the Board shall be ex-officio a member of each committee and shall be entitled to vote.

Section 2. The duties of all committees shall be specified by the Board of Directors or the Chair. In performing their functions, such committees shall be subject to the directions and control of the Chair.

Section 3. In addition to the Executive Committee, the Association shall have six (6) standing committees constituted as follows: a) Governance Committee -- Comprised of the Chair of the Board, the Vice Chair and the Immediate Past Chair of the Board who shall serve as the Chair of the Committee,

15 and at least four (4) members of the Board appointed by the incumbent Board Chair. A majority of the committee members should have experience in the position of ABA Association Chair or Vice Chair; b) Audit Committee -- Comprised of the Vice Chair of the Board, who shall serve as the Chair of the Committee, and at least two (2) members of the Board appointed by the Chair of the Board; c) Time and Place Committee -- Comprised of the Chair of the Board, and at least two (2) members of the Board appointed by the Chair; d) Bylaws Committee -- Comprised of the Vice Chair of the Board, at least three (3) members of the Board appointed by the Chair of the Board, and the Association's General Counsel. The Chair of the Board will appoint a member of the Committee as the Committee Chair; e) Ethics Committee -- Comprised of a member of the Executive Committee who shall serve as Chair of the Committee, at least three (3) members of the Board appointed by the Chair of the Board, and the Association's General Counsel; f) Finance and Budget Committee – Comprised of a member of the Executive Committee who shall serve as Chair of the Committee, the Association’s Secretary- Treasurer, and at least three (3) members of the Board appointed by the Chair of the Board. The Chair of the Committee shall also serve as a member of the Executive Committee, either as the Association’s Secretary-Treasurer or in another seat.

16 ARTICLE XI CONTRACTS, CHECKS, BANK ACCOUNTS, AND EXPENDITURES

Section 1. The President/CEO and any person designated by the President/CEO may make or authorize to be made capital expenditures, investments or advances, execute contracts or leases, establish or increase salaries, and make or authorize retirements and sales of capital items, write- offs of accounts and settlements of claims in such manner and subject to such limitations as shall be determined from time to time by resolution of the Board of Directors.

Section 2. All funds of the Association shall be deposited from time to time to the credit of the Association with such banks, bankers, trust companies, or other depositories as the Board of Directors may select or as may be selected by any officer or officers, agent or agents or the Association to whom such power may be delegated from time to time by the Board of Directors.

ARTICLE XII SEAL

Section 1. The Board of Directors shall provide a corporate seal, which shall be in the form of a circle and shall bear the full name of the Association and the words "District of Columbia" and the year of its incorporation.

ARTICLE XIII FISCAL YEAR

Section 1. The fiscal year of the Association shall end on the 31st day of December of each year.

ARTICLE XIV SANCTIONS FOR VIOLATIONS OF THE ASSOCIATION'S CODE OF ETHICS AND ASSOCIATION POLICIES

Section 1. Subject to the provisions of Section 3 of this article, any member of the Association may be censured, fined, suspended, or expelled, or any of the privileges of membership may be withdrawn, for the following violations of the Association's Code of Ethics and Association policies: a) Misappropriation of funds deposited with or entrusted to a member of the Association by another member or by a person having a business relationship with the bus industry; b) Willful and wrongful refusal to pay for services rendered by another member or by a person having a business relationship with the bus industry, or a willful refusal to make arrangements for payment of such services; c) Wrongful failure to provide transportation or related services, as promised, and failure to make prompt restitution for any breach of a contractual obligation; d) Willful violation of Federal or State laws pertaining to the regulation of the intercity bus industry, including rules and regulations promulgated by the U.S. Department of Transportation, or applicable country laws, or; e) Systematic violation of rules, regulations, and policies of the Association.

17 Section 2. Charges of violation of the Association's Code of Ethics shall be presented to and reviewed by the Ethics Committee.

Section 3. The charges shall be referred to the Association's Ethics Committee, and the respondent shall be informed of the nature of the charges. Such notice shall be given by registered mail and shall advise the respondent of their right to appear and to be represented in person or by counsel before the Ethics Committee. The Committee, under procedures prescribed by the Board of Directors, and with opportunity for the respondent to be heard orally and in writing, shall determine the appropriate disciplinary action, if any, to be taken and shall explain its reasons in writing. The action of the Ethics Committee may be appealed within fifteen (15) days to the Board of Directors. Either the Board or the Executive Committee acting in its stead may decide the appeal, and such decision shall be final.

The provisions of this section shall also govern the disposition of objections or complaints to applications for membership and complaints alleging that a member is no longer eligible for membership.

Section 4. When disputes among members and between members and the general public cannot be resolved by agreement, the President/CEO shall encourage the parties involved to submit the matter to arbitration by the American Arbitration Association.

ARTICLE XV SUSPENSION OR EXPULSION OF MEMBERS

Section 1. The President/CEO shall have authority to suspend or expel any member for non- payment of dues, lack of compliance with the applicable or prescribed national/state/provincial regulations, and enforcement of violations of the code of ethics, these bylaws and association policies.

ARTICLE XVI AMENDMENTS

Section 1. These Bylaws may be altered, amended or repealed, or new Bylaws may be adopted by the affirmative vote of a majority of the Board of Directors present at any regular or special meeting at which there is a quorum, provided notice of proposed alteration, amendment or repeal of the proposed Bylaw be included in the notice of such meeting.

ARTICLE XVII SUPREMACY OF LAWS AND ARTICLES OF INCORPORATION

Section 1. Nothing in these Bylaws shall be deemed to contravene any applicable provision of law or of the Articles of Incorporation.

18 AMERICAN BUS ASSOCIATION AND NATIONAL BUS TRAFFIC ASSOCIATION ANTITRUST GUIDELINES

It is the policy of the American Bus Association ("ABA") and the National Bus Traffic Association ("NBTA") to conduct their operations in strict compliance with the antitrust laws. No ABA or NBTA activities shall create even the appearance of a violation of the letter or the spirit of the antitrust laws. These antitrust guidelines shall apply to all meetings of the ABA and NBTA, including committee meetings, and in connection with any social and other informal gatherings incidental to ABA or NBTA-sponsored meetings or activities.

Members should be especially careful to observe these antitrust guidelines at informal gatherings and in discussions outside of the formal ABA or NBTA meetings. Most often, problems under the antitrust laws arise not in scheduled meetings but in discussions that occur outside the meeting setting. Members should not engage in improper discussions either inside or outside the formal industry meetings.

1. Meetings shall be held only when there are proper items of substance to be discussed which justify a meeting. Prior to every meeting, a written agenda and notice of the meeting shall be sent to every member of the group scheduled to meet. The agenda shall set out the topics for discussion, and may, if necessary, be reviewed and approved by counsel prior to distribution.

2. Participants at the meeting shall adhere to the topics listed on the agenda.

3. Minutes shall be kept at every formal meeting, and written copies of the minutes shall be distributed to each participant at a meeting.

4. An ABA staff member shall attend all meetings. It may also be appropriate for ABA counsel to attend some ABA committee meetings, including meetings of the Board of Directors and the Executive Committee. 5. A copy of these antitrust guidelines shall be made available to all participants at all ABA and NBTA meetings.

6. If a member raises a subject of doubtful legality for discussion at a meeting, he or she shall be told immediately that the subject may not be a proper one for discussion, and consideration of that

19 issue shall cease. The particular subject will be referred to counsel, who will advise on the propriety under the antitrust laws of consideration of the subject by ABA.

UNACCEPTABLE TOPICS OF DISCUSSION

In general, discussions at any meeting, "rump session" or social gathering that constitute or imply an agreement or understanding concerning the following topics, are strictly prohibited:

* prices, discounts, or terms or conditions of sale;

* profits, profit margins, or cost data (including wage and salary rates, equipment prices, or other actual elements of costs);

* market shares, sales territories, or markets;

* allocation of customers or territories;

* selection, rejection, or termination of customers or suppliers;

* refusal to deal with suppliers, customers, or other competitors;

* restricting the territory in which a company may provide products or service;

* bidding or refraining from bidding to provide products or service; or

* any matter that is inconsistent with the proposition that each member company of ABA or NBTA must exercise its independent business judgment in pricing its services, dealing with its customers and suppliers, and choosing the markets in which it will compete.

EXCEPTIONS TO THE GENERAL RULES REGARDING UNACCEPTABLE TOPICS OF DISCUSSION

There are several exceptions to the prohibition on discussing the above topics:

20 A. ABA Government Affairs Activities. ABA's members may jointly discuss and implement ABA's government affairs policies. ABA members may be allowed to discuss the above topics in the context of a legitimate effort to affect legislation or regulatory policy of the government, and to work together towards these goals.

B. Industry Data Collection. ABA and NBTA may collect historical information from members on operations, costs, revenues, use of technology or equipment, and other matters, for preparation of industry studies or the publication of statistics relating to the industry as a whole.

C. NBTA Collective Activities. NBTA may publish and distribute guides outlining certain standardized industry practices, related to the transactions and procedures necessary for the operation of the Interline Revenue Clearinghouse. Those discussions which are intended and designed to facilitate the coordination and operation of interlining passenger service providers may be acceptable on a limited basis, provided that competitive terms are avoided. These acceptable topics include:

1. through routes; 2. mileage guides; 3. rules; 4. reclaim formulas and procedures; 5. terminal facility locations and facility accessibility features; and 6. the procedures for joint consideration, initiation or establishment of the matters in 1 through 5, above.

This limited immunity from the antitrust laws applies only if certain legally required procedures are used for the discussions and process of evaluation at NBTA meetings. Accordingly, NBTA meetings to consider such issues in a collective format may be conducted only in compliance with these procedures. These procedures will be reviewed by NBTA staff and, if necessary, by NBTA counsel prior to each meeting at which these subjects will be reviewed.

D. Pooling Agreements. Individual member companies may also receive immunity from the antitrust laws to discuss and enter into agreements to pool or divide traffic, services, or revenues. These discussions must be intended and designed to lead to an agreement that will be submitted to the Surface

21 Transportation Board of the U.S. Department of Transportation for approval.

E. Vendor-Vendee Discussions. In some circumstances, it may be acceptable for member carriers to form buying cooperatives to purchase products or services jointly from industry vendors. These collective discussions and agreements are, in general, acceptable under the antitrust laws, although they should be reviewed with counsel as to the structure and method of implementation.

22 BOARD MINUTES ABA Marketplace Board Meeting January 26-27, 2018 Charlotte, NC

Members in Attendance

D. Anderson T. Fischer J. Percy, Jr. C. Anzuoni A. Glickman P. Raygorodskaya E. Berardi, Jr. S. Haddad K. Sanders B. Blankenship D. Johnson C. Shepler B. Blunt J. Jalbert M. Shepler H. Blunt T. JeBran I. Smart L. Burtwistle S. Lee A. Spence M. Butts C. Lentzsch L. Spruill B. Cole J. Meier F. Tedesco J. Conway J. Miller B. Torres D. DeVivo R. Moore F. Tremblay W. Dickinson TJ Morgan S. Woelfel D. Eaton C. Morris C. Young, Jr. R. Eyre D. Moser E. Fickett P. Pantuso A. Fiorini S. Parr-Brooks

Members Not in Attendance

H. Blunt F. Henry P. Picknelly M. Colborne S. Henry D. Cornell G. Mackay

Guests & Speakers

A. Berardi J. Deman R. Russell R. Bast M. Gilbert T. Shalit G. Berg J. Mikrut R. Singh P. Borowski R. Nicklin G. Tedesco R. Cornell D. Ramoudt

Staff

E. Braendel A. Newhart R. Schweitzer L. Brewer P. Pantuso B. Tucker S. Coppe S. Rohde

23 Opening Remarks

ABA General Counsel Rick Schweitzer reminded the attendees that the meeting would be conducted under the ABA antitrust guidelines and reviewed the prohibited topics therein.

ABA Chairman John Meier welcomed the board and its newest members to Charlotte, NC and recognized guests in attendance.

The last meeting in Belgium was productive, and it was great to see BusWorld along with all the technology, suppliers and buses. The meeting could not have happened without sponsors ABC/Van Hool and MCI amd TEMSA. This was one of the lowest cost meetings ever.

The Board discussed ABA strategic plan and approved the plan in Belgium. One question that came out of the plan was that a large amount of our revenue from Marketplace rather than dues. Peter, Don and John held call with other members of the Board and Executive Committee to discuss this issue and it is the beginning of a conversation that will be continued. We need to continue doing a good job of running a successful Marketplace while also remaining focused on membership and government affairs.

There have been several discussions between ABA and UMA about working together and specifically ABA leadership met with UMA leadership to discuss policy issues last July and found both associations have more in common than not. A joint fly-in has been proposed, which would be held on April 10 and 11. While the prospect was positively received, the final decision is awaiting confirmation.

Welcome to Charlotte

Visit Charlotte Director Mike Butts welcomed ABA to Charlotte for a third time. Butts presented Marketplace Chairman Terry Fischer with a special award from Visit Charlotte for his work on making this event a success.

2018 Marketplace Update

Marketplace Chairman Terry Fischer provided the Marketplace Update.

• Registration numbers are record breaking this year. 934 operators, over 2,000 travel and tour and 300 associate members are registered for Marketplace. • There are 17 coaches on the Marketplace floor, the most ever at Marketplace.

24 • IMG is meeting at the same time for their annual Maintenance and Safety Meeting. • There has been significant buzz around the meeting. Many competitor shows are in a vulnerable position, but the ABA show is strong. • The opening event will be held at the NASCAR Hall of Fame. • The ABA Gives Back and charity for 2018 is the Isabella Santos Foundation. The Foundation is raising funds to build a special treatment center in Charlotte and hopes to raise money to build a similar center in other cities.

Approval of the Previous Meeting Minutes

A motion was passed to approve the minutes from the October 23, 2017 ABA Fall Board Meeting in Antwerp Belgium.

President’s Report

ABA President & CEO Peter Pantuso covered the following subjects during his report:

• ABA is at full capacity and stable. Several new staff members were included throughout 2017, including Seth Coppe and Zoe Deloglos with Executive Office, Izza Qureshi with Membership and Meeting Services and Brad Tucker with Government Affairs and Policy Department.

• ABA saw an $84,000 net profit in 2017. Several projects were not budgeted for, including the strategic planning project, the new member database Impexium as well as the transition to a new publisher.

• Marketplace locations have been secured for the new few years. Louisville in 2019, Omaha in 2020, Baltimore in 2021, Grapevine in 2022 and Downtown Nashville in 2024. There is currently a vacancy in 2023, but this location should be confirmed soon.

• ABA Membership up 350 new members, with a retention rate of 90% in every category. The new member focus is two-fold: (1) look at natural joiners who are members of other associations and (2) look at natural leaderships, groups and companies that people in the industry want to do business with and work together. There is a strong push for new members, with ABA staff at meetings and events each week.

• Government Affairs and Policy - The Trump Administration has been good to the commercial vehicle industry with the roll-back of many planned or enacted

25 regulations of the Obama Administration. The recent tax reform legislation signed into law has has a big impact on the industry, especially smaller companies. ABA is working with K&L Gates on appropriations, notably to increase financing for security grants. Changes to the Lease and Interchange regulation will be coming soon according to FMCSS sources, which are said to be favorable to ABA’s position. Tolling and HOV is still an issue, but the GAP team has been meeting with FHWA to discuss. ABA has been working on multiple local issues, including the Party Bus Ordinance in Chicago, San Francisco Airport bus access and bus safety after the Dahlia accident in New York City.

• ABA still maintains seats on several advisory committees in Washington.

• The Fly-In is scheduled this Spring and will be in conjunction with United Motorcoach Association.

• Communications – There have been issues with ABA’s old publisher, but the association is very happy with the new publishers. ABA’s social media followers are up across the board and communications continues to reach internal and external parties. ABA supported 13 companies with crisis communications in 2017.

• Foundation continues to do very well. The 2016 Motorcoach Census has been released and the 2017 will be released this summer. ABA plans to shorten the window of time between the release dates in the coming years. The group conducting the Census is working with the four manufacturers on data collection and is focused on sales in specific regions and states. Research projects are being discussed with Government Affairs. This will be the second year in a row that 100% of money raised at Foundation auctions and events will go towards scholarships.

• ABA continues its relationship with several outside groups, including Florida Motorcoach Association and Skål International USA.

• ABA’s Councils are strong and will be meeting during Marketplace. Hispanic Motorcoach Council and Entertainer Motorcoach Council will also be holding meetings in April in Miami and Nashville, respectively. As discussed at the Fall Board Meeting, ABA will be launching two new councils: The Asian Motorcoach Council and the School Bus Council. Both councils will hold planning meetings during Marketplace.

• ABA’s Executive Office continues other partnerships, and will be holding the Passenger Vehicle Summit, co-sponsored by the Passenger Vessel Association, in February.

26 Counsel’s Report

General Counsel Rick Schweitzer provided an update.

• Tolling Equity – ABA has been working with FWHA to receive information on which federally-funded tolling entities (highways, bridges and other facilities) have special deals with state and locally operated buses. Under the FAST Act, private buses should receive the same toll terms and conditions. ABA received a list of facilities affected, but it does not state what these entities pay. Comments were filed and now the Association is waiting for final works on tolls and fees for state and local operators.

• New York Thruway Litigation – the initial suit for this case was filed by the American Trucking Associations related to diversion of a portion of toll revenue to New York Canal System. The Counsel working on this case for ATA approached ABA since the suit did not include buses. ABA filed suit, and New York state argued that there was a special deal in the 1991 highway legislation that carved out an exception allowing diversion of funds. The judge threw out both cases, which are now in appeals court. A final decision should come in several months.

• Chicago Party Bus Ordinance – The city of Chicago has an ordinance for additional requirements for charter buses that serve alcohol. These requirements include: security guards, cameras and permitting requirements. These specific requirements may be preemptable under federal law.

• Airport Access in San Francisco – ABA sent letters to San Francisco Airport due to the airport requiring annual bus inspections, along with decals and fees. This is subject to preemption by FMCSA.

• ABA intends to meet with FMCSA to discuss San Francisco, the Chicago ordinance as well as the New York Article 19-A petition.

Mr. Schweitzer also proposed an antidiscrimination and anti-harassment policy for ABA adoption:

A motion was passed to adopt the anti-discrimination and anti-harassment policy, amending the term “obligated” to “encouraged”, and adding the term “sexual orientation” to the policy.

Guest Speakers – Betterez and JetBlue Technologies

ABA Chairman John Meier introduced Tal Shalit with Betterez and Raj Singh of JetBlue Technology Ventures to discuss partnerships between airlines and buses.

Governance Committee Report

Governance Committee Chairman Tom JeBran provided the Governance Committee report.

The Board of Directors approved the selection for new Board members and the Executive Committee during the Fall Board Meeting in Belgium.

There was one open at-large seat on the Executive Committee. The Governance Committee took a vote to fill this position with Steve Woelfel of Jefferson Lines for a three-year term.

A motion was passed to include Steve Woelfel of Jefferson Lines as the At-Large Member of the ABA Executive Committee. The final vote will be held by full ABA membership during the ABA Annual Meeting at Marketplace.

Mr. JeBran recognized departing Board Member Elaine Fickett for her many years of service and dedication to the ABA Board of Directors.

Guest Speaker – Capitol Tax Partners

Mr. Pantuso introduced Joe Mikrut of Capitol Tax Partners to provide an update on tax reform.

BusPAC Committee Report

ABA Vice President of Government Affairs and Policy Suzanne Rohde delivered the BusPAC report.

• 2017 was not as strong as 2016 in terms of fundraising and expenses, but this was an off- election year. • 2018 will be a very important year as it is the first mid-term election year for the Trump Administration. • BusPAC still maintains a fundraising goal of $100,000. ABA participated in 46 events that were held throughout 2017, and ABA was invited to many other political events. • 78% of ABA’s Board contributed to BusPAC in 2017, and 5% were not permitted. This was a stronger support than last year. 20% of funds from Board members were either new or an increase from last year. There were 12 new contributions and the overall contribution increase was $800. • ABA staff continue to regularly contribute to BusPAC.

28 • The initiative for the new BusPAC Administrative Fund continues, which was established to handle administrative costs of the PAC. These funds will not be used for political campaigns but things like PAC software and to enhance BusPAC events and receptions. There will be no forms, no citizenship requirements, no corporate restrictions, and it can be written off as business expense. • BusPAC is sponsoring the 2018 Annual Meeting at Marketplace. • Moving forward, BusPAC will continue more solicitations and will make a direct focus on support throughout Marketplace. • BusPAC is considered mid-size in relation to other Association. The PAC provides ABA will the stature and respect it needs and keeping fundraising numbers up and health expands that stature.

Environmental Committee Report

TJ Morgan delivered the Environmental Committee report.

The ABA Environmental Committee held a conference call on January 12 and selected three winters for the Green Spirit Award.

o Large Operator: Badger Bus o Small Operator: Premier Transportation o Special Recognition: Idaho National Laboratory Mr. Morgan also discussed plans for the Committee to adopt a more aggressive marketing campaign for future awards and will continue working with David Kestenbaum at the University of Vermont.

Finance and Budget Report

ABA CFO Eric Braendel provided a financial report.

The 2017 audit began January 8 and completed field work on January 23. An audit committee conference call is scheduled for the first week of April.

Revenue, excluding investment income, totaled $6,007,000 through 11 months ending November 30, 2017, up $48,000 from $5,959,000 through the same period in 2016.

Expenses through the 11 months of 2017 were $5,743,000, an increase of $66,000 compared to $5,677,000 in 2016. The year to year increase in expenses is due to higher costs at Marketplace in Cleveland for food, decorating and audio visual. In addition, Board of Directors’ expenses are higher than in the previous year due to a strategic planning meeting that was held in June. Finally, Membership Services expenses are higher than the prior year due to the investment and

29 ongoing subscription costs related to the new Association Management System. Net income before investment income, or excess of revenues over expenses, through the 11 months of 2017, is $264,000, or 6.5%, lower than the same period in 2016.

Current assets at November 30, 2017, consisting of cash, accounts receivable, prepaid expenses and investments total $7,311,000 compared to $6,852,000 last year at this time. In April 2017, prior to the Spring Board Meeting, ABA transferred $100,000 from its operating account to the reserve account at BNY Mellon per the decision to build up the investment reserves. This is the 6th consecutive year ABA has contributed $100,000 to the reserve fund in its effort to replenish the funds used to purchase its office condominium. ABA currently plans on contributing an additional $100,000 in April 2018, prior to the 2018 spring meeting.

Strategic Safety Committee Report

Alan Glickman delivered the Strategic Safety Committee report. Items covered include:

• The BISC winter meeting will be held in conjunction with the ABA Annual Meeting and Marketplace. BISC will also be co-locating with IMG. The current RSVP list is 230 attendees, which is a new record. • FMCSA will hold a listening workshop after the BISC meeting. • A TSA security workshop will also be held after the BISC meeting. • BISC summer session will be held in Baltimore, Maryland.

Time & Place Committee Report

Gene Berardi provided the Time & Place Committee Report.

• 2018 Board Meetings o Spring Meeting and Fly-In – May 2-4 in Washington, DC o Fall Meeting – September 23-25 in Sonoma, CA • 2019 ABA Annual Meeting & Marketplace – Louisville, KY • 2020 ABA Annual Meeting and Marketplace – Omaha, NE • 2021 ABA Annual Meeting and Marketplace – Baltimore, MD • 2019 Board Meetings o Winter – Louisville, KY o Spring –Washington, DC o Fall –Palm Beach, FL • BISC Summer Meeting – June 26-27 in Baltimore, MD

30 Government Affairs and Policy Report

ABA Vice President of Government Affairs and Policy Suzanne Rohde provided an overview of 2017 government affairs activities and an outlook on prospective 2018 activities.

• Lease and Interchange – rule on book with FMCSA but able to get language in house and senate appropriations bill reports. Critical on keeping pressure on DOT. Spoke to appropriators since issue is not solved. Prepared to help ABA once again. • Intercity Security Bus Grant – particularly touch challenge with no funding. Working with K&L gates on lobbying efforts. At least 2million identified under Senate appropriation. No money secured in House bill yet. • Tax Reform – The legislation did not include any changes to transportation tax. • ABA held a successful fly-in in the Spring of 2017. • ABA continues to expand and build coalitions with other important partner groups. • ABA has held successful meetings with Administration officials, including the TSA Administrator and DOT officials. The discussions with these officials have been related to regulatory reform and issues with transit competition. • ABA submitted 27 comment filings on regulatory matters, compared to 20 comments in 2016. • A brief shutdown occurred in January. The government will run out of funding on February 8. • Looking ahead ABA is very interested in the FAA Reauthorization Bill, which was delayed for a vote until March 2018. This is important for ABA for advocating for airport access. • ABA saw a state and local issues focus in the Fall of 2017, including Chicago party bus ordinance and San Francisco airport access. • Infrastructure is a hot topic in Washington. The current discussion is that the legislation will rely on federal funding along with state funding as well as public-private partnerships, which is a challenging proposition. There is also discussion of the bill being a package for just infrastructure projects, but this is not the intent of the Administration. • The 2018 mid-terms elections will be very important this year. Republicans currently have full control of the United States Government. There has been a long list of retirements, specifically in the U.S. House of Representatives, which could potentially give the Democrats a good chance of flipping party control in the House. • Federal agency nominations have been held up, which is causing many issues that are of interest to ABA to be held up. The National Labor Relations Board is making some key flip decision, which is important to those paying attention to labor issues. A Republican has been nominated to a Democratic seat at the National Transportation Security Board, which is causing some partisan hold-up on confirmation. Homeland Security has a new Secretary, Kirstjen Nielsen, after John Kelly transitioned to White House Chief of Staff.

31 Several key positions are still on hold at the Department of Transportation. The Federal Motor Coach Security Administration Administrator nominee is caught up in a partisan issue related to the Gateway Project in New York and New Jersey. FMCSA also lost their Chief Counsel, and the lack of leadership could potentially cause more issues for ABA. The Federal Highways Administrator nominee stepped down and no replacement has been named. • ELDs and Personal Conveyance rules continue to be of importance for all ABA members. • The National Park Service issued a note to raise fees to parks as well as new structure to fund changes, which is of concern as NPS did not follow the general process of going through the Federal Register. • There has been a great focus on New York City, working closely with Bus Association of New York • ABA is planning a Fly-In in the Spring. There will be a BusPAC reception during the Spring Board Meeting in Washington, DC. Some ABA members may be called upon to meet with key Congressional officials in the near future.

Guest Speaker – Isabella Santos Foundation Representatives from the Isabella Santos Foundation addressed the ABA Board of Directors about their charity.

Bus Industry Safety Council (BISC) Report BISC Chairman Al Smith provided an update on BISC.

• BISC registration and attendance is record-breaking this year. • The meeting is held in conjunction with Marketplace and will include attendees from IMG. • Many important sessions and speakers are planned for the meeting. • Louis Hotard will be the 2018 recipient of the Norm Littler Award. • MCI will be sponsoring a new award in 2019, which will be presented at a BISC meeting in 2019. • Next meeting will be held in Baltimore in Summer 2018.

Guest Speaker – BusWorld

Mr. Pantuso introduced Jan Deman and Didier Ramoudt of BusWorld to provide an overview of their work.

Guest Speaker – Rev

Mr. Meier introduced Greg Berg with Rev Group to provide an update on the company.

Hispanic Motorcoach Council Report

HMC Chairman Bill Torres, provided an update on the Hispanic Motorcoach Council and discussed the Marketplace meeting and other upcoming meetings in 2018. The spring HMC meeting will be held in Miami in April and the fall HMC meeting will be held in Laredo, Texas in September or October.

ABA Foundation Report

Mr. Meier introduced ABA Foundation Chairman Doug Anderson for a report on the Foundation. • There is continued focus on collecting data for the Motorcoach Census, and Anderson called for members to provide information for the census as this influential for ABA’s advocacy efforts. • There are many research projects to be unveiled through 2018, including the motorcoach driver payment structure, review, analysis and categorization of accidents over the past decade, economic impact of driver health and wellness, economic impact of motorcoach accidents, environmental benefits of bus travel and others. • The Foundation Marketplace auction and other events increased revenue by 34% in 2017. Every dollar raised goes directly to the scholarship program. In 2018, all three major manufacturers (MCI, ABC, Prevost) are participating the Foundation auction. • This is the 23rd year of the Foundation providing scholarships, donating over $100,000 in scholarships each year.

Mr. Ander announced the new 2018 Foundation Board of Governors: • Scott Henry, Martz Transportation • Brad Henton, Country Music Hall of Fame • John Meier, Badger Bus • John Meyer, Las Vegas CVB • Patti Kenner, Campus Coach Lines • Michelle Wiltgen, National Interstate Insurance Company

Radar Issues

• The following issues were discussed:

33 o Future partnership with BusWorld. This will be an ongoing discussion on how best to leverage them as a partner. o Elimination of overnight driving.

The Board went into closed session.

The meeting was adjourned.

ABA Executive Committee Agenda Washington Marriott Marquis May 3-4, 2018

In addition to the items on the Board of Directors agenda that will be reviewed during the Executive Committee meeting, the following issues will also be considered and discussed during the Executive Committee meeting.

Other than ABA staff/personnel discussions, all topics typically covered during the ABA Executive Committee will be discussed during the two days of Board meetings.

Any topics that come up during the Board meetings that need additional clarification or discussion will be discussed during the Executive Committee and staff will be available as needed.

1. Review of Personnel 2. President’s Goals and Review 3. New Business 4. Executive Session 5. Adjourn

35 Staffing (As of 4/30/18)

ABA Foundation NBTA Staffing Staffing ABA President & CEO Eric Braendel NBTA President Brad, Eric, Vicki, Shea Brandon Buchanan ABA Foundation President (202) 218-7206 (202) 898-2700 Peter Pantuso (202) 218-7229 Director SIUSA Staffing Program FMA Staffing Eric Braendel Engagement & PAC Shea McConnell Brad Tucker Brad, Eric, Jana, Lynn (202) 218-7206 (202) 898-4690 (202) 218-7206 Program Specialist Shea McConnell (202) 218-7222

Senior Director CFO Senior VP VP Director Director Education, NBTA Coordinator Meetings, Education & Government Affairs Communications & Membership and Database & Member Eric Braendel Member Services & Policy Media Relations Business Services (202) 218-7226 Lynn Brewer Suzanne Rohde Melanie Hinton Development Vicki Osman (202) 218-7251 (202) 218-7224 (202) 218-7220 Roderick Lewis (202) 218-7230 (202) 218-7216 Accountant Membership and Senior Director Ken Nasse Director Database Sponsorship & Meeting Communications & Manager (202) 218-7215 Regulatory Affairs Coordinator Planning Marketing Associate Membership Sales & Ex. Dir. BISC Jake Argarin Jana Fields Erin Birmingham Promotions Brandon Buchanan (202) 218-7213 (202) 218-7246 Open (202) 218-7227 Membership Coordinator ABA Izza Qureshi Publisher (202) 218-7244 Director YGS Policy & Legislation Andrew Newhart (202) 218-7214 ABA Consultant Dan Eisentrager (916) 997-4004

President’s 2018 Goals Spring ABA Board of Directors’ Meeting

Goal(s) Measure of Success/ Performance Target Performance (entered at start of year)

1) Government Affairs and Policy - Provide appropriate policy development, oversight, and staffing, including outside resources when needed, to achieve success 5 - Develop the strategies to ensure that ABA achieves -Advance legislation on sleep apnea, insurance and other related items to slow or Outstanding its legislative goals during transportation enhance pending regulations reauthorization - Hold regular meetings and calls with the appropriate departments and agencies - Work with the ABA Policy Committee to develop that impact motorcoach operations and travel appropriate policies - Through BISC and BusMARC, help educate agencies on the operational realities of - Meet regularly with members of Congress, the motorcoach industry and be proactive regarding safety operations and 4 coalitions, the departments of Transportation, equipment Exceeds Homeland Security, EPA, OMB, the Administration, - Develop and/or work with coalitions and others - Continually increase participation at BISC and BusMARC - Provide comments to pending regulations and review final and proposed rules to Regulatory Affairs see if ABA comments were adopted - Identify the list of MAP-21 pending and proposed regulations, those that have 3 - Work with the federal agencies responsible for bus been adopted, those that moved to proposed regulations, and where ABA’s input Target safety including FMCSA, NHTSA, and NTSB was considered - Work with other like-minded associations, organizations, and coalitions on safety-related Achievements 04/2018 matters • Led the effort to have the first joint ABA UMA fly-in, responding to member - Ensure that the GAP staff is fully engaged in the input and requests. More than 116 attended the event, the largest turn out 2 regulatory process and is networking with regulatory for either association Mostly Meets agencies. • Continued reaching out to Members of Congress and Agencies. Established a mini fly-in to bring ABA leaders together with House and Senate Congressional leaders focused on transportation issues and infrastructure • Working to develop strategies on those issues which we know Congress will address in 2018 (as compared to issues that will not more in the115th 1 Congress Does Not Meet • Continued wot work with FHWA and ABA’s counsel to identify federal toll roads where parity should exist between transits and private motorcoach

38 operators. Received a list of roads in March • Continued to engage Chicago motorcoach operators and the CVB to change Weight the “party bus” law to exempt charter, tour, and scheduled buses from the onerous requirements 35% • Provided information and guidance to bus operators regarding the new ELD requirements • Continued efforts through the appropriations process to secure funding for security at bus facilities, and used the appropriations committee to help block implementation of the Lease and Interchange regulations • Working with the California Bus Association and California operators on the onerous regulations at SFO Airport • Supported the efforts of Custom Coach in Maine against the Portland, Maine transit system and the University of Southern Maine to push out the private operator • Held a meeting with the Deputy Secretary of the Department of the Interior regarding the proposal to raise bus entrance fees by as much as 400 percent, and the impact of those increases on bus and tour operators and the travel industry, especially those at gateway communities

Goal(s) Measure of Success/ Performance Target Performance (entered at start of year)

2) Meetings and Conventions - Work with the Strategic Marketplace Committee and staff to continue to grow Marketplace participation and maintain or grow net revenue 5 - Make certain that Marketplace continues to be the - Continue to provide a Marketplace that creates perceived value for attendees Outstanding dominant industry group travel show - Begin to use technology, education, speakers, etc. to create a “must attend” - Identify the trends and changes to the market that atmosphere for operators and suppliers can have an impact on Marketplace net revenue - Attract more overseas buyers to Marketplace - Create opportunities to enhance the perceived value of Marketplace to attendees - Attend state and affiliate association meetings, especially where opportunities to 4 - Achieve financial success by increasing attendance present are available Exceeds and sponsorships, and holding/reducing costs - Review the direct and indirect impact on ABA membership of including - Continue to look at opportunities to attract participation of outside organizations and ABA councils additional groups to be a part of the show and look at - Make certain that ABA affiliate organizations are part of the membership strategy opportunities to “merge” shows - Work with database vendors to see what new systems can be put into place and - Secure cities to host Marketplace for 2018 – 2020 how quickly, and push TEAM to make changes 3 Target Communications and Publications - Regularly reach out to the bus and travel trades and national transportation media and get stories placed - Develop a broad communications vision that - Being available 24/7 and calling companies when we are aware of an accident supports all aspects of ABA and has a marketing focus - Reach out to other associations to look at communications programs that might - Maintain active relationships with trade and national be a model for ABA 2 media and communicate regularly on issues of - Provide comparisons of web traffic for the old and new ABA websites Mostly Meets interest - Continue to provide media support to all members - Work with publisher to increase net revenue, monitor their success, and make and the motorcoach industry when significant events changes if necessary (accidents) or other crises occur - Continually provide updates on net revenue from publications, less allocated - Complete and launch the ABA website redesign internal costs 1 - Oversee all ABA publications, ensuring that content Does Not Meet is member-driven and valued, and that advertising for Achievements 04/2018

40 all publications trends upward • Held a very successful Marketplace in Charlotte with 3400 attendees and approximate net revenue of $1,710,000. Weight Membership • Attend multiple national, state and regional industry meetings including those in PA, MD, VA, WI, and UMA’s Expo. 45% - Expand the membership • Worked with video producer at Marketplace to further enhance ABA’s - Look for additional opportunities to get ABA’s video and electronic capabilities message in front of existing members and prospects • Launched two new councils in January: School Bus Council and the Asian Operators Council • Provided assistance to 5 operators who had significant accidents both internally and using Kitchen PR • Served as the industry spokesperson following multiple motorcoach accidents • Providing assistance to TSA on a new training bus security video • Agreed to join Busing On The Lookout (BOTL), a nonprofit who is focused on eradicating human trafficking • Appeared multiple times on Road Dog Trucking, a Sirius/XM show • Began restructuring ABA’s membership efforts. Membership staff now report directly to the president. Retained Jeff Goldwasser to assist in identifying motorcoach operators for membership and utilizing Jeff’s relationship with them to bring them into ABA. Working with a membership consultant on membership materials and strategies and working with a personnel consultant to structure a compensation formula that motivates and rewards employees for increasing and retaining membership • Worked with Impexium, ABA’s new vendor for an upgraded membership database, to ensure a launch in Q2, prior to Marketplace registration going live

Goal(s) Measure of Success/ Performance Target Performance (entered at start of year)

3) Financial/Oversight - Achieve a net revenue number that matches or exceeds the annual budget - Hold annual meetings or finance-related committee meetings with detailed 5 - Manage the ABA, ABAF, NBTA and auxiliary budgets reports, and hold meetings with TD Bank staff to review investment policies and Outstanding under ABA management, ensure timely reporting, and results work with investment managers at TD Bank - Work with the ABA auditor to ensure a “clean” audit with no management issues - Work with the ABA and ABAF Treasurers, and with the or management letter Finance and Budget, and Investment Committees - Provide regular updates on ABA’s financial position to the Treasurer, and Finance and Budget Committee 4 Exceeds Achievements 04/2018 • Completed the 2017 audits and did not receive a management letter for ABA, ABAF or the NBTA • Worked both with TD Bank and with Sandy Springs Bank to ensure the best returns and productivity at the lowest prices 3 • Transferred $100,000 from the ABA operating account to ABA’s reserve Target account in an effort to continually repay the account and replace the money that was used for purchasing 111 K Street, 9th Floor

2 Mostly Meets

1 Does Not Meet

Weight

10%

Goal(s) Measure of Success/ Performance Target Performance (entered at start of year)

4) Special Programs and Projects - Work with IMG to ensure participation at BISC every other year - Survey BISC and BusMARC participants to determine the perceived value of both 5 - Provide leadership to the ABA Foundation programs and provide input to the planning and scheduling Outstanding - Create meaningful and valuable programs around - Work to ensure BISC and BusMARC are self-sufficient through registrations, BISC and BusMARC reduced costs and/or sponsorships - Continue to attract new organizations to be a part of - Work with other small organizations to incorporate them or provide support, if it ABA (like Skål and FMA) that add revenue and expose fits with ABA’s overall mission companies to ABA - Continue to see that GroupConnect is revenue neutral or positive, and increase 4 - Work with GroupConnect and Info Tree (the the number of active users Exceeds contractor/partner with GC) to keep the focus on getting the product user friendly and accepted, and Achievements 04/2018 expand the marketing efforts and number of users • Held very successful BISC and BusMARC meetings in Charlotte, attracting more than 253 and 66 respectively • Included IMG with the 2018 Marketplace, adding another 200 attendees to 3 the meeting Target • Raised $23,960 at Afterglow, $101,050 at the live auction and $41,010 at the silent auction

• Worked with John Dunham & Associates on the 2016 motorcoach census

and revised the bus manufacturers’ quarterly survey to include state sales 2 data Mostly Meets • Secured additional BISC sponsorship of Prevost • Began discussions with BusWorld and their interest in holding a BusWorld show in North America with a soft launch in 2020 and a significant show in 2021 1 Does Not Meet

Weight

Measure of Success/ Goal(s) Target Performance (entered at start of year) Performance

5) Organizational Management/Strategic Planning - Match the staff with the needs of ABA, make changes where needed, and ensure stability 5 - Maintain an effective and engaged staff that is - Continue the annual process of reviews, looking at staff self-evaluations and Outstanding responsive to the needs of the association and department evaluations to understand the level of engagement, strengths and membership, engaged in all aspects of ABA, and works weaknesses of every employee as a team - Look for additional ways to leverage technology to Achievements 04/2018 enhance the member experience and to provide • Hired one staff member to replace Zoe and moved Brad to the Seth 4 valuable content for members position and currently hiring for three positions in communications, Exceeds - Work with the ABA leadership to create a strategic meetings and membership departments planning session over the next 12 months • Working with staff to be trained on the new AMS system - Look at opportunities to outsource, where those • Regularly reviewing and holding staff to follow the strategic plan opportunities create efficiencies while maintaining 3 effectiveness Target

2 Mostly Meets

1 Does Not Meet

Weight

47 American Bus Association Strategic Plan Draft 2018-2020

Prepared by Rick Goldstein Kensington Consulting Group, Inc. June 16, 2017

48 Task Force Members

John Meier – Badger Coaches (ABA Chairman) Don DeVivo – DATTCO (Vice Chair and Chair of Strategic Planning) Doug Anderson – Anderson Coach & Travel Gene Berardi – Adirondack Trailways Brenda Borwege – ABC Companies Julia Conway – Big Bus Tours USA Rich Gilbert – MD Office of Tourism Kim Grzywacz – CIT Signature Trans. Steve Haddad – Bieber Transportation Group Karen Sanders – Bus Supply Charters Bill Torres – DC Trails (Hispanic Motorcoach Council Chairman)

Peter Pantuso Eric Braendel Lynn Brewer Suzanne Rohde Melanie Hinton

49 Planning Process 2017

Design Situational Strategic Operationalize Approach Analysis Planning

Create process to: Trends • Objectives • Communicate 1. ID key issues Competitors, • Measures • Annual plan 2. Set priorities Members • Prioritize & budget Staff initiatives • Track 3. Gain Consensus progress SWOT • Manage initiatives

Design the process meet ABA’s specific needs at this point in time

50 Situation Analysis

The external market opportunities & challenges vs. internal organizational capabilities

ABA has evolved since the last strategic plan: •Government Affairs still priority, focused on MC operators Situation •Annual Meeting & Marketplace and travel members provide most of ABA’s Analysis funding •Travel members now largest ABA segment and growing priority •Travel arena very competitive with other shows, associations •Operators remain divided among UMA, ABA, change not imminent •Industry ripe for disruption e.g. platform aggregators

Mission & Situation Strategic Balanced Vision Analysis Objectives Scorecard Strategy Strengths, Specific Why we weaknesses, desired outcomes How we track exist opportunities Integrated set of choices Desired & threats, vs. progress as we designed to meet implement the Future State competitors, objectives given plan marketplace 51 trends ABA Strategic Overview

How the organization fits

Target Income Services Mission Audience • Government Affairs Marketplace ($1.7M) • Marketplace •Influence Travel Ind. Dues ($1.2M) • Books/Journals policy • MC Operators Operator Dues ($360K) • Magazine •Inform & • Tour Operators Publications ($313,000) • Web based services educate • Group Travel BUSPAC $80,000 • Education •Support • Policy Makers Foundation (400,000) • Member Services member buying/selling

Competitors

• UMA • State Associations • NTA • OMCA • DMAI/DI • IMG • U.S. Travel • TAP • SYTA 52 Membership Trends

53 Trends by Segment

54 Strategic Framework*

Situation Strategic Balanced Mission Analysis Objectives Scorecard Strategy

Strengths, Specific Why we Integrated set of choices How we track weaknesses, desired exist designed to meet progress as we opportunities outcomes implement the & threats, vs. objectives marketplace, plan shapes the strategic focus

Planning overview and sequence of steps

*Excerpted from “Are you sure you have 55 a strategy?” Donald C. Hambrick and James W. Fredrickson Mission

The mission is the fundamental purpose, which is consistent over many years

ABA is committed to maximizing the success of its bus, tour and travel members by: Draft •Representing industry in the government policy arena New •Facilitating industry buyer-seller interface Mission •Support industry through engagement, research & education of members to help improve their success

Situation Strategic Balanced Mission Analysis Objectives Scorecard Strategy Why we Strengths, Specific How we track exist weaknesses, desired progress as we opportunities outcomes Integrated set of choices implement the & threats, vs. designed to meet plan marketplace, objectives shapes the strategic focus 56 ABA Identity: Our Name, Tag Line and Logo

The name and identity can enhance our appeal to our target audiences

Draft ABA Name Bus Tour & Travel Update

Also recommend updating the logo along with the tag line update

57 Strategic Objectives

Specific results which can be measured. May change in 3-5 years.

1. Provide a unified, influential voice with a focus on key issues that impact our members 2. Engage and grow ABA membership Strategic 3. Deliver the leading marketplace for member buying/selling Objectives 4. Support the work of the ABA Foundation 5. Publish information to advance the bus and travel industry 6. Evolve the ABA organization capabilities to meet member needs

Mission & Situation Strategic Balanced Values Analysis Objectives Scorecard Strategy Why we Strengths, Specific How we track exist weaknesses, targets progress as we What we opportunities Integrated set of choices implement the believe, & threats, vs. designed to meet plan how we marketplace, objectives behave shapes the 58 strategic focus Summary of Strategy

Summarize strategic intent

Serve as an indispensable resource for: Strategy • Motor coach industry advocacy • Facilitating member buying/selling through Marketplace and other opportunities

Mission & Situation Strategic Balanced Values Analysis Objectives Scorecard Strategy Why we Strengths, Specific How we exist weaknesses, targets track What we opportunities Integrated set of progress as believe, & threats, vs. choices designed we how we marketplace, to meet implement behave shapes the objectives the plan strategic focus 59 Government Affairs

1. Strategic Objective: Drive the legislative and regulatory oversight framework at all government levels to eliminate the obstacles and promote the success of our industry Targets for 2020  Change/modify existing regulations: report on successes  Legislative impact on industry: report on successes Staff Engagement  Prevent onerous/burdensome regulatory actions: report on successes  Resource management in support of Government Affairs targets Strategies  Staffing: Maintain a strong internal group complemented by use of outside counsel  Create member engagement & understanding, so they participate in advocacy efforts  Open operator meeting at Annual Meeting & Marketplace to increase participation  Orchestrate one on one member meetings with targeted legislators and regulators  Coalition building to enhance our positions  Seek to provide unified voice (Re-engage with UMA on coordination)  Gather and use data that supports our advocacy efforts

60 Government Affairs

Strategies  Conduct research to support policy development in coordination with the Foundation with the objective of repealing/modifying regulations and preventing promulgation of burdensome regulations  Ongoing evaluation of opportunities and threats that could have policy impact Staff Engagement  Monitor/Review Executive Branch regulatory reform efforts  Review existing regulations; identify regulations for repeal/modification; communicate list to appropriate agency or file petition  Track government-wide, agency new administrative actions, engage in rulemaking process as appropriate  Develop/enhance agency relationships  Participate in advisory groups, negotiated rulemakings and other agency meetings  Facilitate agency information gathering  Engage ABA membership in efforts to identify regulation for repeal/modification  Educate ABA membership on new administrative initiatives and engage membership in rulemaking process, as appropriate  Enlist Congressional support as necessary  Provide scheduled reports on leadership and membership (and unscheduled reports, as appropriate) on regulatory activities to ABA leadership 61 Government Affairs

Strategies Staff Engagement  Working with ABA leadership, develop/identify ABA legislative policy objectives, including opportunities and threats  Monitor and track legislative activity, seek alignment with ABA policy objectives  Educate and work with legislative offices for support  Work with industry leaders to build, support and advance beneficial legislative activity or defend from negative legislative activity  Pursue coalition building to enhance policy positions  Continue to maintain and grow BusPAC, to support participation in Hill related events  Participate in Hill events and policy initiatives around D.C. : hearings, round tables, forums  Continue to grow and improve Fly-In participation  Identify and facilitate research in support of legislative positions  Maintain strong internal communication, within GAP and ABA generally to ensure proper coordinator and effective execution  Continually evaluate capacity of GAP staff  Ensure availability of appropriate information resources/services

62 Government Affairs

Strategies Staff Engagement  Identify need for external resources (e.g. consultants, counsel, lobbyists)  Work with state/regional association partners to expand resources and reach  Continually evaluate/seek opportunities to build additional legislative/regulatory resource capability at existing ABA events (e.g. Marketplace, BISC, BusMARC etc.)

63 Engage and Grow Membership Base

2. Strategic Objective: Continue overall membership growth with focus on all current segments of the motor coach and travel industry Targets for 2020 $ Dues Revenue (TBD) Number of members by segment Membership retention 90%+ Member engagement measured through association management (database) system (AMS) Strategies  Recruiting  Target potential members to attract to ABA in each membership category

Staff Engagement  Conduct pop-up calls to members per category to discuss ABA value. Use these findings in future promotional materials  Capture deeper information on members/prospects with new AMS system  Use promo codes to determine effectiveness of campaigns  Segment travel types and target for membership using detailed operator member profile information  Focus on the growing tour operator segment (buyers); define different types of tour operators (buyers) and determine membership types/levels when appropriate

64 Engage and Grow Membership Base

Strategies  Target potential members to attract to ABA in each membership category, cont.

Staff Engagement  Use Foundation research to enhance and serve DMO segment, national chains and corporate groups  Conduct a campaign to attract new travel members; utilize existing DMO’s and schedule meetings with prospects at their facilities  Utilize one on one membership efforts with existing members reaching out to prospects  Target council members who are not members of ABA

 State Associations and industry Meetings/Events

Staff Engagement  Obtain conference attendee lists for member/nonmember for post conference follow up  Membership staff to attend state bus and travel association meetings when appropriate  ABA to sponsor industry meetings and hold “on the road” events  Information packet and target lists given to non-MEMS staff who are attending meetings  Partner with state associations to offer dual memberships  Find ways to keep ABA memorable post-events and/or meetings

65 Engage and Grow Membership Base

Geographic and market segments where we are underrepresented Staff Engagement  Use existing data in coordination with ABA’s database to identify underrepresented geographic locations or areas and target companies within those regions  Use future Annual Meeting & Marketplace cities as locations for ABA on the Road and identify potential businesses for membership  At travel/tradeshows, schedule appointments with prospects prior to show attendance  Use BISC and BUSMARC as a resource for new members and schedule meetings with non-member attendees  Use existing data in coordination with ABA’s database to identify underrepresented geographic locations or areas and target companies within those regions

Member-to-member recruiting Staff Engagement  Re-energize membership committee with new Member Get A Member campaign  Conduct incentivization outreach to increase ABA promotional efforts  Send personalized messages to prospects identifying existing ABA members in to establish credibility  Use ASAE’s Marketing & Membership “Collaborate” portal to get suggestions on Membership Committee activities/duties to see what other associations are doing to make their Membership efforts effective  Use existing committee members to build comradery with new members to help build a strong, ongoing relationship with the ABA (reinforcing our presence in North America)  Assign ambassadors in segments of the country and utilize them to help recruit in their areas  Provide incentives to recruit new members and Marketplace buyers

66 Engage and Grow Membership Base

 Recruiting, cont.

 Hire/allocate a dedicated sales person to do membership recruiting Staff Engagement  Currently we have 2 full-time sales people  Use CEO more to help sell (personalized letters, phone calls, meetings, ,etc.)  Segment sales by region

 Use manufacturer sales force as an extension of ABA with appropriate commissions/incentives Staff Engagement  Incentivize bus manufacturers’ finance, insurance and sales staff to attract new bus operator members

 Direct communication efforts to support membership, recruitment and retention efforts  Weekly communication to members with tips and benefits  Generate targeted messages to members with relevant issues  Utilize AMS to track the success of membership campaigns  Ensure staff in informed of ABA’s recruiting goals, efforts and incentives

67 Engage and Grow Membership Base

 Marketing  Publicize our story and fully use social media marketing and interactive communications Staff Engagement  Share member stories from all segments of membership through close coordination with the Communications Dept.  To utilize media platforms and ABA’s communications’ vehicles to increase promotional exposure  Monitor social media to recognize and engage with members  Utilize a marketer or marketing firm to create new membership materials  Promote ABA attendance at other events through social media  Electronic platform for member communication Staff Engagement  Utilize AMS system to create member groups and communities  Collecting and sharing member operational issues and solutions Staff Engagement  Utilize AMS system and other resources to create a content and discussion platform for ABA members to exchange information and solve problems

68 Engage and Grow Membership Base

 Membership satisfaction surveys Staff Engagement  Utilize AMS system to understand member engagement and score satisfaction with the goal of developing better ways connect with members

 Additional Valued Services: Scholarship programs, Best practice sharing, Councils, Training programs Staff Engagement  Continue to create new educational and networking opportunities through Women in Buses  Continue to utilize MKPL education speakers to create more educational opportunities for members

69 ABA’s Annual Meeting & Marketplace

3. Strategic Objective: Deliver the leading marketplace for member buying/selling

Targets for 2020  $$ growth (TBD)  # of Attendees  ROI for attendees

Strategies Staff Engagement  Target messages to each segment to increase participation  Utilize AMS to create targeted messages  Create and implement membership target categories (using titles) to customize messaging for a more personalized experience  Utilize AMS to track member engagement and reward participating members  Employing gamification options and creating a point system that rewards with engagement opportunities

70 ABA’s Annual Meeting & Marketplace

Strategies, Cont. Require Board members to actively engage and participate in the product show and encourage operator participation Staff Engagement  Create panels/roundtables utilizing board members  Develop pre-show plan for board members to assist in marketing  Use testimonials from board members to promote the show  Require board members to work membership booth Engage and attract the big 10 tour operators with individualized offers for each Staff Engagement  Survey travel industry members to identify operators that they would like to see at ABA events  Set up personal calls/meetings with ABA’s CEO to encourage Annual Meeting & Marketplace attendance  Personally invite operators, pair with an ABA mentor and incentivize when appropriate Create more reasons for manufacturers/suppliers to be at the Annual Meeting & Marketplace and grow the associate/equipment side participation to attract more operators Staff Engagement Create a robust one day exhibit show making ABA’s Annual Meeting & Marketplace a “must attend” event for operators  Re-examine RFP guidelines for timing/space  Draft budget that includes incentives and giveaways for associates  Examine associate full-week participation 71 ABA’s Annual Meeting & Marketplace

Strategies, Cont. Staff Engagement  Create incentives for manufacturers to bring their operators and vendors  Meet with the manufacturers to determine appropriate incentives for their customers and themselves  Encourage manufacturers and vendors to meet at MKPL by providing appropriate space  Sell as sponsorship package and include product showcase time  Review BISC and BusMARC schedules to allow more educational opportunities and time on the floor  Conduct vehicle and vendor specific training on MKPL floor  Develop product showcase speaking events and use these as sponsorship opportunities Operator exclusive special event along with educational offerings to draw more operators Staff Engagement  Utilize council and BISC meetings as educational opportunities for operators  Focus on operational education by expanding the definition to include technology, sales/marketing, small business training outside of BISC and BusMARC meetings  Create and implement a certification program for bus owners that set them apart as a trustworthy industry leader  Hold education sessions on the floor that help drive the bottom line (business, insurance, financial, sales)  Conduct vehicle specific/vendor specific training at winter meeting  Develop product showcase speaking opportunities

 Promote the appointment show and how the tour operation can enhance a bus company’s business 72 ABA’s Annual Meeting & Marketplace

Strategies, Cont.  Report on ROI and publicize this to attract additional travel participants Staff Engagement  Utilize post-marketplace research to capture sales and distribute information using a trusted third party  Employ Foundation research to help members justify their budgets and participation  Continue flexible pricing model Staff Engagement  BOGO for bus manufacturers/vendors  Maintaining competitive exhibit space pricing with other shows  Re-evaluate sponsorship program and pricing  Target value-added services e.g. buyers event for operators/equipment suppliers Staff Engagement  Create exclusion events for Buyers to network (not just breakfast)  Operator to operator sales options  Operator sharing sessions  ABA partners should have “show” specials and should be present at MKPL  Create engagement that programs that encourage operator booth attendance

73 ABA’s Annual Meeting & Marketplace

Strategies, Cont.

 Partner with other shows/events; explore, determine best fit: reach out to their participants  Market the show to communicate the benefits to all target audiences Staff Engagement  Utilize social media and communication department  Use technology to create mechanism for year around member-to-member engagement Staff Engagement  MKPL webinars should only be for MKPL attendees  Create year-round access to operators who attend  Give attendees year round access to the MKPL complete research database  Utilize the “Marketplace App” all year  Consider an ABA App as the umbrella software application to help members connect year round

74 Foundation* 4. Strategic Objective: Support the work of the ABA Foundation Targets for 2020 Strategies  Communicate the Industry’s impact using Foundation’s data to enhance the advocacy efforts and support membership Staff Engagement  Create weekly #FoundationFriday Social Media posts  Blog monthly to highlight a Foundation project, Scholar, or ABA Foundation donor/sponsor  Brand ABAF Research to highlight recent studies and impact reports  Engage and inform the ABA Foundation Board of Governors more effectively through quarterly conference calls to update on the Foundation’s ongoing projects

 Coordinate with Foundation on research initiatives that will support advocacy Staff Engagement  Include ABA GAP and Communications staff members in regular meetings  In coordination with GAP develop specific research projects

75 *This strategic planning process was focused on ABA. The ABAF will conduct its own strategic planning exercise at a future date. Foundation

Strategies, cont.

 Take a lead role in promoting and supporting fundraising efforts for research and scholarships Staff Engagement  Bolster the Foundation Scholarship program through mailing campaigns highlighting testimonials from student recipients  Begin the outreach to current and past donors to fund specific research projects that benefit advocacy  Invest in staff to support research function Staff Engagement  Continue utilizing outside research firm

76 Publishing, Communications and Social Media

5. Strategic Objective: Communicate to the bus and travel industry about ABA, its members and destinations with tour products, best practices, trends, advocacy Targets for 2020  Members Satisfaction with ABA pubs  Creating positive awareness, member engagement and advocacy  Readership including web, circulation, etc.  Advertising $ and net income (TBD)  Outreach to mainstream and trades media  Maintaining a balance between member information value and generating net income Staff Engagement The Strategy will be developed using core principles with added emphasis on relationships, partnerships, accountability and results:  Focus on clear objectives and key audiences  Cultivate partnerships with media, regulating agencies, and other associations in the transportation, travel and tourism industry  Ensure even greater cooperation and sharing of best practices between the national association and state associations  Develop qualitative metrics for tracking results and success

77 Publishing, Communications and Social Media

Strategies  Maintain and deliver a portfolio including magazine, membership directory that add value  Where possible, create income from the communications/publications portfolio  Use/include all media channels including traditional print publications, digital and social media  Identify and create/source the right content to match member needs/interests to promote member awareness and engagement  Support members with crisis communications Staff Engagement  Advocacy: Drive legislative and regulatory oversight framework at all government levels to eliminate obstacles and promote the success of our industry  Work with GAP on priorities and develop strategies built around them to enhance Advocacy’s impression on influencers  Promote GAP efforts through email and social media channels to inform and engage members in advocacy efforts  Collaborate with to GAP to create webpages that educates members, government officials and decision-makers on issues important to ABA and the industry  Help build coalitions with other associations and government agencies to promote industry’s safety and security objectives as well as ABA’s reputation and influence on Capitol Hill and governing agencies  Develop media-ready statements on issues that ABA has taken a stance on  Utilize relationships with trade and mainstream media to promote ABA’s voice on issues 78 Publishing, Communications and Social Media

Staff Engagement  Membership  Continue overall membership growth with focus on all segments of the motorcoach, tour and travel industry  Work with membership team to design and implement strategies that compliment membership sales team’s objectives  Promote ABA as the only association businesses in the motorcoach, tour and travel industry need to belong to by publicizing ABA’s story, benefits, etc.  Showcase ABA’s breadth and reach in the industry by showcasing ABA’s presence and leadership at conferences and meetings across the country. #ABAEverywhere #ABAWorkingForYou  Produce content to promote ABA benefits utilizing hard mailings, emails, social media and other platforms to reach a larger audience of members and potential members  Utilize social media campaigns to target audiences that are in the industry  Show how ABA promotes its members to consumers

79 Publishing, Communications and Social Media

Staff Engagement  Annual Meeting & Marketplace  Deliver the leading marketplace for member buying/selling  Work with Meetings to develop strategies and partnerships that help promote or market the Annual Meeting & Marketplace to a wider audience leading to increased recruitment  Communicate the benefits of attending the show geared to different segments  Utilize social media ad campaign to target potential attendees  Promote the show and its value on social media channels and in publications  Develop attendee referral videos to use throughout the year  Utilize speakers as ambassadors for the show, have them create videos  Develop a user-friendly, engaging show website.

80 Publishing, Communications and Social Media

Staff Engagement  ABA Foundation  Work with Foundation team on strategies to best engage members on both the scholarship side and research side of priorities  Communicate the industry’s impact utilizing the Foundation’s research data to help enhance advocacy efforts, support membership and build ABA’s reputation  Work with the Foundation team on communications such as press releases, letters and solicitations, and promotions  Promote the Foundation’s fundraising efforts through social media channels and publications utilizing videos, blogs and announcements

 Publishing, Communications and Social Media: Communicate the value ABA contributes to the industry and its members  Develop strategies for major ABA programs and refine strategies as needed to create the biggest impact on members and influencers  Develop positive relationships with trade and mainstream media to establish ABA as the industry leader and go-to resource on all things related to motorcoach, travel and tour issues

81 Publishing, Communications and Social Media

Staff Engagement  Publishing, Communications and Social Media, cont.  Maintain and deliver a portfolio including online publications, magazine, membership directory that add value  Utilize all media channels including traditional print publications, digital and social media to promote ABA, its membership and the industry's impact  Create the right content to match member needs/interests to promote member awareness and engagement  Provide media support to members dealing with a crisis  Contact or respond to all members involved in any form of crisis and offer to assist with their media efforts the media for them  Grow social media channels members by engaging ABA members and potential members through advertisements, interesting posts and being responsive  Maintain a provocative website that serves as a resources for all things ABA and in the industry, encouraging them to stay on longer  Promote ABA and benefits of membership to attract new members as well as engage current members across all media platforms

82 Publishing, Communications and Social Media

Staff Engagement  Resources & Tools  Leverage our members into a community that is readily available to respond to media inquiries as well as calls to action on Capitol Hill  Utilize digital social tools as well as traditional tools for outreach to our constituencies such as the ABA website, LinkedIn, Twitter, Facebook, and media databases  Mobilize and utilize ABA Communication, GAP and other committees as well as our Councils  Developing deeper and more productive relationships with both mainstream and trade journalists  Continuing to enhance our digital and online activity, through new innovations  Utilize a database of industry statistics as a resource library about the impact of the motorcoach, travel and tourism industry on the U.S. economy  Working Across the Network  Cultivate relationships and membership with the state associations so they are on board with our marketing and communication activities, as well as political grassroots  Maximize the benefits of working together across the country as we deliver this strategy, keeping in mind the unique characteristics of each individual state association as we deliver this strategy

83 Organizational Capabilities

6. Strategic Objective: Strengthen our financial position, the staff and the technology resources to enable ABA to achieve the objectives, serve members and thrive in the future Target For 2020  Return reserve levels  IT member support capabilities achieve high level of internal satisfaction Key Strategies:  Continue to add to reserve levels with goal of achieving 12 months reserves to allow for ABA to continue operations if there is “0” revenue in a given year Staff Engagement  Transfer $100,000 each spring from ABA’s operating account to the reserve account  Upgrade AMS and key IT capabilities to support needs of members and staff Staff Engagement  Modernize financial tracking of activities related to membership and ABA annual meeting and marketplace  Hire/develop staff to achieve top tier ABA Sales and marketing team  Review and update the governance structure: evaluate the pros and cons of having a larger board to help drive engagement and advocacy Staff Engagement  Utilize ASAE and other organizations to create an optimal board size and structure  Fully engage the board through BusPAC giving, ABAF contributions and Congressional outreach  Insure that all membership segments are fully represented on the board  Staffing up Foundation to support its objectives Staff Engagement 84  Currently there is one full time staff member engaged in supporting the foundation (Zoe)  Retain additional support as needed for specific research projects American Bus Association Finance and Budget

Financial and Administrative Report – Three Months Ended March 31, 2018

The following report provides financial highlights for the three months ending March 31, 2018. The report provides information to the board and other interested parties on the financial position of the Association. In addition to describing the financial condition of the Association, this report is intended to highlight variances between actual results and budgeted amounts, and in some cases to prior year actual results. The ending operating cash balance at March 31, 2018, totals $1,340,000, versus $1,500,000 from a year ago. Most of the decrease in cash year over year is due to the costs associated with the new Association Management Database which was placed into service in February 2018. The one-time costs associated with the transition to the new database totaled $173,430. These costs were capitalized and will be expensed over a thirty- six-month period beginning February 2018. ABA’s reserve account had total investments of $4,627,000, versus $4,418,000 from a year ago, representing an increase of $209,000, or approximately 4.75%. ABA transferred $100,000 from the operating account to the TD Private Client Wealth reserve account on April 9, 2018. This is the 7th consecutive year ABA has contributed $100,000 to the reserve fund in its effort to replenish the funds used to purchase its office condominium where it is currently located.

REVENUE

Membership - Membership revenue as of March 31, 2018, totaled approximately $1,329,000 compared to $1,363,000 as of March 31, 2017, representing an increase of approximately 1.0%. Below is a breakdown by category of membership revenue:

MARCH BUDGET MARCH 2018 2018 2017 Membership Operator Dues $ 180,000 $ 360,000 $ 184,000 Associate Dues 64,000 60,000 54,000 Travel Industry Dues 1,048,000 1,225,000 1,040,000 Tour Operator Dues 53,000 80,000 52,000 1,345,000 1,725,000 1,330,000

Meetings - ABA Marketplace makes up a majority of the Meetings & Conferences revenue in the budget. As of March 31, 2018, revenue associated with Marketplace totaled $3,197,000 compared to $3,284,000 as of March 31, 2017, a decrease of 2.5%. There are remaining registrations outstanding which will add to total revenue in 2018 as we receive payments. Total revenue is approximately $200,000 below its budgeted amount of

85 $3,410,000. Below is a breakdown of actual versus budgeted amounts for the different line items that make up total Marketplace revenue:

MARCH BUDGET MARCH 2018 2018 2017 Marketplace Sponsors $ 436,000 $ 475,000 $ 442,000 Sponsor Passthroughs 84,000 150,000 153,000 Registrations 2,561,000 2,679,000 2,512,000 Displays/Exhibits 36,000 56,000 72,000 Hotel Rebates 80,000 50,000 105,000 3,197,000 3,410,000 3,284,000

Apart from Hotel Rebates, each of the sources of revenue for Marketplace experienced a negative variance from its budget. However, due to lower than expected expenses for Marketplace, and using 2017 as a guide in estimating remaining expenses in 2018, we expect to realize a profit from Marketplace 2018 of approximately $1,711,000 compared to a budget of $1,732,000.

Publications - As of March 31, 2018, revenue associated with ABA Publications totaled approximately $210,000 compared to $270,000 in the prior year. Below is a breakdown by category of publications revenue:

MARCH BUDGET MARCH 2018 2018 2017 Publications Destinations $ 173,000 $ 601,000 $ 188,000 Motorcoach Marketer 1,000 225,000 2,500 Marketplace Today 29,000 50,000 50,500 ABA Insider/MTN/Web 7,000 99,000 29,000 210,000 975,000 270,000

ABA has continued to experience a decline in advertising revenue in its print and digital publications. However, the rate of decline has been slowing since the new publishing company took over in January 2017.

EXPENSE

Government Affairs - As of March 31, 2018, expenses are $272,000 compared to $264,000 in the prior year, representing an increase of approximately $8,000, or 3%. The increase is due to higher monthly fees for lobbying costs in 2018 compared to 2017. Currently, ABA has two lobbyists on retainer at $10,000 per month. Until October 2017, ABA had one lobbyist on retainer costing $5,000 per month.

Membership Services - As of March 31, 2018, expenses are $238,000 compared to $169,000 in the prior year, representing an increase of approximately $69,000, or 41%. The increase is due to higher amounts allocated to Salaries & Fringe Benefits as well as an increase in

86 amounts charged to Meeting & Conferences. Salaries & Fringe Benefits are allocated to departments based on bi-monthly employee timesheets. Overall Salaries & Fringe Benefits for ABA are currently in line with budget and therefore the reason Membership is experiencing an increase is due to greater staff time spent in this department than in prior years. Employees in the Membership Department overlap with Marketplace. Marketplace has experienced a decline in Salaries & Fringe Benefits year over year as less staff time was spent in this department, and instead, more was spent within the Membership Department.

The second reason for the increase in expenses in the Membership Department is related to Meetings and Conferences, and specifically with the attendance and costs to attend TIA’s Pow Wow conference. We partner each year with SYTA to attend the show, and share costs. SYTA paid for the 2017 registration, while ABA has paid for 2018 registration. Therefore, we had fewer upfront costs to attend Pow Wow in 2017. The net cost to attend Pow Wow will be approximately the same year over year, as ABA will be invoicing SYTA its portion of the costs for the show. ABA will recognize SYTA’s portion as Miscellaneous Income when received.

Marketplace – Expenses for Marketplace are $1,100,000, versus $1,200,000 in 2017, a decrease from the prior year of approximately $100,000, or 8%. The reason for the decrease is due in part to lower overall costs for the following items at Marketplace:

MARCH BUDGET MARCH 2018 2018 2017

Function Costs 211,000 162,500 218,000 Audio Visual 200,000 277,000 307,000 Decorating 207,000 220,000 295,000 618,000 659,500 820,000

The above expenses are largely driven by the venue in which Marketplace is held each year. These costs were lower in Charlotte than in Cleveland. The budgeted profit for Marketplace 2018 is $1,732,000. It is estimated the actual profit for the year will be $1,710,000, approximately $20,000 lower than budget. In 2017, the profit from Marketplace was $1,701,000.

87 Publications – Expenses in these categories overall are very much in line with the prior year as well as their budget for the year. Below is a breakdown of expenses as of March 31, 2018, for each of the publications:

MARCH BUDGET MARCH 2018 2018 2017

Destinations $ 125,000 $ 513,000 $ 145,000 Motorcoach Marketer 1,000 126,000 1,000 Marketplace Today 55,000 55,000 50,000 ABA Insider 21,000 91,000 17,000 202,000 785,000 213,000

General & Administration - As of March 31, 2018, expenses are $422,000 compared to $348,000 in the prior year, representing an increase of approximately $74,000, or 21%. The increase is due to higher overall costs in the below categories, and except for Legal Services, all have been budgeted for:

MARCH BUDGET MARCH 2018 2018 2017

Sa laries & Fringe 243,000 909,000 214,000 Contributions 5,000 8,750 500 Legal Services 6,000 1,000 300 Accounting Services 29,000 28,500 13,000 Depreciation 22,000 102,000 10,000 305,000 1,049,000 237,800

Salaries & Fringe – The increase in this category were included in the 2018 budget and are in line with anticipated amounts.

Contributions – ABA contributed $5,000 to the Museum of Bus Transportation in 2018. This amount was included in the 2018 budget.

Legal Services – Legal counsel was consulted for certain unanticipated personnel issues in 2018. These were not anticipated when preparing the 2018 Budget, and were therefore not included.

Accounting Services – This category represents amounts paid for the annual audit performed by an outside accounting firm each year. The reason for the difference year to year is due to timing. The remaining invoice for the prior year’s audit was not paid until April 2017.

Depreciation – The increase over 2017 is due to the costs associated with the transition to the new Association Management System that began depreciating in February 2018.

88 American Bus Association Reserve Holdings as of 3/31/2018

Current ABA Reserve IPS Asset Class Market Value Allocation Allocation Ranges Money Market (Cash) $ 66,815.00 1.4% Cash 0-15% Total Money Market $ 66,815.00 1.4% Large Cap Portfolio $ 1,927,142.00 40.9% Small/Mid Cap $ 338,289.00 7.2% International Emerging Markets $ 68,176.00 1.4% International $ 378,192.00 8.0% Total Equity $ 2,711,799.00 57.5% Equities 35-65% Long Bond $ - 0.0% Short Bond $ 1,935,741.00 41.1% Intermediate Bond Portfolio $ - 0.0% Other 0.0% Total Fixed Income $ 1,935,741.00 41.1% Fixed Income 35-65%

Total $ 4,714,355.00 100.0%

Allocation as of Mar 31, 2018 Intermediate Bond Other , 0.0% Portfolio, 0.0% Money Market (Cash), 1.4%

Large Cap Portfolio, 40.9% Short Bond, 41.1%

International Emerging Small/Mid Cap, 7.2% International, 8.0% Markets, 1.4%

Confidential 89 AMERICAN BUS ASSOCIATION

UNAUDITED FINANCIAL STATEMENTS

FOR THE 3 MONTHS ENDED MARCH 31, 2018

90 Contents Page

Financial Statements

Statement of Financial Position 3

Statement of Activities (including 2018 Draft Budget) 4 & 5

Statement of Cash Flows 6

Notes to Financial Statements 7-9

Statement of Activities (With quarterly budget comparison) 10 & 11

Departmental Expense Breakdown by Category (including 2018 Draft Budget) Summary of All Departments 12 Government Affairs & Policy 13 Bus Industry Safety Council 14 Website 15 Communications & Marketing 16 Membership Services 17 Marketplace 18 Board of Directors Meetings 19 CTIS Program 20 Destinations 21 Motorcoach Marketer 22 Marketplace Today 23 ABA Insider 24 General & Administration 25

91 AMERICAN BUS ASSOCIATION STATEMENT OF FINANCIAL POSITION MARCH 31, 2018

MARCH MARCH 2018 2017

ASSETS Current Assets Cash & Equivalents (Note 1) $ 1,429,930 $ 1,570,858 Accounts Receivable (Note 2) 234,310 286,178 Prepaid Expenses (Note 7) 48,285 74,865 Investments (Note 6) 4,626,638 4,417,569 Total Current Assets $ 6,339,163 $ 6,349,470

Property & Equipment (Note Furniture & Equipment 625,746 604,549 Office Condominium - 111 K Street 5,516,743 5,516,743 Less: Accumulated Depreciation 1,306,832 1,333,270 Net Property & Equipment $ 4,835,657 $ 4,788,022

Other Assets Deferred Compensation Assets - 457 Plan (Note 9) 645,864 523,418 Deposits 25,500 6,552 Total Other Assets $ 671,364 $ 529,970

Total Assets $ 11,846,184 $ 11,667,462

LIABILITIES & NET ASSETS Current Liabilities Accounts Payable $ 82,346 $ 56,722 Accrued Expenses 219,100 186,131 Deferred Revenue (Note 3) 12,590 10,997 Total Current Liabilities $ 314,036 $ 253,850

Long Term Liabilities Deferred Compensation Liability - 457 Plan (Note 9) 645,864 523,418 Subtenant Furniture Lease Liability 36,390 - Mortgage Payable - 111 K Street 3,103,810 3,222,501 Total Long Term Liabilities $ 3,786,065 $ 3,745,919

Net Assets Unrestricted 7,746,084 7,667,693

Total Liabilities and Net Assets $ 11,846,184 $ 11,667,462

92 AMERICAN BUS ASSOCIATION STATEMENT OF ACTIVITIES FOR THE 3 MONTHS ENDED MARCH 31, 2018

YTD TOTAL YTD YEAR END TOTAL MARCH BUDGET MARCH DECEMBER BUDGET 2018 2018 2017 2017 2017

REVENUE

Membership Operator Dues $ 179,949 $ 360,000 184,081 $ 368,070 $ 360,000 Associate Dues 63,875 60,000 53,884 65,909 60,000 Travel Industry Dues 1,048,057 1,225,000 1,039,188 1,157,604 1,225,000 Tour Operator Dues 52,996 80,000 51,970 102,604 80,000 $ 1,344,877 $ 1,725,000 $ 1,329,123 $ 1,694,187 $ 1,725,000

Meetings & Conferences Marketplace 3,196,643 3,410,000 3,283,629 3,340,136 3,260,000 Bus Industry Safety Council/BusMARC 25,500 70,000 32,800 55,200 65,000 $ 3,222,143 $ 3,480,000 $ 3,316,429 $ 3,395,336 $ 3,325,000

Publications Destinations 172,846 601,000 187,723 446,446 683,000 Motorcoach Marketer 980 225,000 2,509 168,890 250,000 Marketplace Today 29,330 50,000 50,557 50,557 50,000 ABA Insider/MTN/Buses.org 7,010 99,000 29,588 74,161 120,000 $ 210,165 $ 975,000 $ 270,377 $ 740,054 $ 1,103,000

Other Income Contract Services (Note 5) 49,365 92,500 27,309 134,937 140,000 Rental Income from Office Lease 31,444 125,775 26,179 115,349 100,000 Miscellaneous (Note 8) 25,736 134,250 23,189 177,359 74,000 $ 106,544 $ 352,525 $ 76,677 $ 427,645 $ 314,000

Total Revenue from Operations $ 4,883,729 $ 6,532,525 $ 4,992,606 $ 6,257,222 $ 6,467,000

93 AMERICAN BUS ASSOCIATION STATEMENT OF ACTIVITIES (CONTINUED) FOR THE 3 MONTHS ENDED MARCH 31, 2018

YTD TOTAL YTD YEAR END TOTAL MARCH BUDGET MARCH DECEMBER BUDGET 2018 2018 2017 2017 2017

EXPENSES

Government Affairs & Policy $ 271,728 $ 1,218,007 $ 263,786 $ 1,014,971 $ 1,286,560 BISC/BusMARC 24,090 80,200 30,141 94,859 80,000 Website 5,040 24,138 11,567 28,188 27,900 Communications & Marketing 83,840 347,184 87,132 314,404 331,573 Membership Services 238,418 623,291 169,033 698,050 538,380 Marketplace 1,101,129 1,678,328 1,198,068 1,639,152 1,566,330 Board of Directors Meetings 42,430 266,522 42,130 260,629 194,937 CTIS Program 3,340 5,350 6,239 6,239 3,100 Destinations 124,738 513,461 144,951 460,371 644,974 Motorcoach Marketer 951 125,936 948 119,118 133,516 Marketplace Today 54,821 55,000 49,967 49,967 46,410 ABA Insider 20,998 90,936 17,425 80,051 72,667 General & Administration 421,685 1,437,921 348,324 1,406,862 1,327,020

Total Expenses $ 2,393,208 $ 6,466,274 $ 2,369,711 $ 6,172,861 $ 6,253,367

Net Operating Income/(Loss) 2,490,521 66,251 2,622,895 84,361 213,633

Investment Income (Net of Investment Fees) 21,499 200,000 18,682 86,473 200,000 Unrealized & Realized Gains (Losses) (177,075) - 130,287 344,478 -

Net Income/(Loss) $ 2,334,945 $ 266,251 $ 2,771,864 $ 515,312 $ 413,633

94 AMERICAN BUS ASSOCIATION STATEMENT OF CASH FLOWS MARCH 31, 2018 MARCH 2018

CASH FLOWS FROM OPERATING ACTIVITIES

Change in net assets 2,334,945

Adjustments to reconcile change in net assets to net cash (used in) provided by operating activities:

Depreciation and amortization 63,202 Unrealized (appreciation)/ depreciation on investments 196,209 Realized (gain)/loss on sale of investments (19,134) (Increase) decrease in allowance for doubtful receivables Changes in assets and liabilities: (Increase) / Decrease in accounts receivable (184,106) (Increase) / Decrease in interest receivable - (Increase) / Decrease in prepaid expenses 178,818 Increase / (Decrease) in accounts payable 24,379 Increase / (Decrease) in accrued expenses 98,274 Increase / (Decrease) in deferred revenue (3,831,468)

Net cash (used in) / provided by operating activities (1,138,880)

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property and equipment (8,672) Purchase of investments (233,075) Proceeds from sale of investments 211,259 (Increase) / decrease in deposits (15,195)

Net cash (used in) / provided by investing activities (45,682)

CASH FLOWS FROM FINANCING ACTIVITIES

Subtenant Furniture Lease Liability (2,076) Mortgage Payable - 111 K Street (30,496)

Net cash (used in) / provided by fianancing activities (32,572)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1,217,134)

Cash and cash equivalents at beginning of period (01/01/2018) 2,647,064

Cash and cash equivalents at end of period 1,429,930

95 AMERICAN BUS ASSOCIATION NOTES TO FINANCIAL STATEMENTS FOR THE 3 MONTHS ENDED MARCH 31, 2018

Note 1 - Cash & Cash Equivalents The following is a breakdown of the cash accounts: Mar-18 Mar-17 Petty Cash Fund $ 500 $ 500 Cash & Cash Equivalents 1,341,589 1,499,448 Investment Reserve Money Market Accounts 87,841 70,910

Total $ 1,429,930 $ 1,570,858

Note 2 - Accounts Receivable The following is a breakdown of accounts receivable: Mar-18 Mar-17 Advertising/Publications $ 61,034 $ 217,554 Less Reserve for Uncollectible Accounts (15,000) (15,000) Foundation - - NBTA 51,527 1,215 Marketplace/Other 136,750 82,409

Total $ 234,310 $ 286,178

Note 3 - Deferred Revenue The following is a breakdown of deferred revenue: Mar-18 Mar-17 BISC $ - $ - Miscellaneous 10,481 8,726 Marketplace - - Membership Dues 2,109 2,271

Total $ 12,590 $ 10,997

Note 5 - Service Income The National Bus Traffic Association, Skal USA and Florida Motorcoach Association have contracted with ABA to provide them with various administrative, financial and accounting services. Professional services are billed to these entities monthly, based on salary and fringe benefit costs associated with staff time charged to NBTA activities, or based on a contracted rate for Skal USA and Florida Motorcoach Association.

96 AMERICAN BUS ASSOCIATION NOTES TO FINANCIAL STATEMENTS (CONTINUED) FOR THE 3 MONTHS ENDED MARCH 31, 2018

Note 6 - Investments

The following is a breakdown of reserve fund investments: Mar-18

Cost Market Value TD Reserve Fund Investments $ 4,662,128 $ 4,626,638

Total $ 4,662,128 $ 4,626,638

Mar-17

Cost Market Value TD Reserve Fund Investments $ 4,355,628 $ 4,417,569 Investment in GroupConnect 499,000 -

Total $ 4,854,628 $ 4,417,569

Note 7 - Prepaid Expenses The following is a breakdown of prepaid expenses:

Mar-18 Mar-17 Prepaid Expense-Other $ 46,763 $ 66,084 Prepaid Insurance 1,522 8,781 Marketplace - -

Total $ 48,285 $ 74,865

Note 8 - Miscellaneous Income The following is a breakdown of miscellaneous income:

Mar-18 Mar-17 Affinity Programs $ 22,551 $ 19,333 Hours of Service Cards/Passenger Safety Materials 334 514 CTIS Registrations 975 2,100 Label Sales 335 1,005 Miscellaneous 1,542 237

$ 25,736 $ 23,189

Note 9 - Deferred Compensation - 457 Plan The American Bus Association maintains a nonqualified deferred compensation plan through Empower Retirement. Employees may elect to defer salary for retirement.

97 AMERICAN BUS ASSOCIATION NOTES TO FINANCIAL STATEMENTS (CONTINUED) FOR THE 3 MONTHS ENDED MARCH 31, 2018

Note 10- Property and Equipment

The association depreciates its property over useful lives determined by property type. Below is a schedule showing the various years the property and equipment is depreciated over.

Building 40 Years Furniture 10 Years Phone Equipment 10 Years Computer Equipment 3 Years

98 AMERICAN BUS ASSOCIATION STATEMENT OF ACTIVITIES FOR THE 3 MONTHS ENDED MARCH 31, 2018

TOTAL BUDGET TOTAL BUDGET TOTAL BUDGET TOTAL BUDGET YTD BUDGET 1st QTR 18 1st QTR 18 2nd QTR 18 2nd QTR 18 3rd QTR 18 3rd QTR 18 4th QTR 18 4th QTR 18 2018 2018

REVENUE

Membership Operator Dues 179,949 180,000 - 180,000 - - - - 179,949 360,000 Associate Dues 63,875 45,000 - 15,000 - - - - 63,875 60,000 Travel Industry Dues 1,048,057 1,102,500 - 61,250 - 30,625 - 30,625 1,048,057 1,225,000 Tour Operator Dues 52,996 40,000 - 40,000 - - - - 52,996 80,000 1,344,877 1,367,500 - 296,250 - 30,625 - 30,625 1,344,877 1,725,000

Meetings & Conferences Marketplace 3,196,643 3,410,000 ------3,196,643 3,410,000 Bus Industry Safety Council/BusMARC 25,500 35,000 - - - 35,000 - - 25,500 70,000 3,222,143 3,410,000 ------3,222,143 3,480,000

Publications Destinations 172,846 180,300 - 120,200 - 150,250 - 150,250 172,846 601,000 Motorcoach Marketer 980 ------225,000 980 225,000 Marketplace Today 29,330 50,000 ------29,330 50,000 Top 100 Events ------ABA Insider/MTN/Buses.org 7,010 24,750 - 24,750 - 24,750 - 24,750 7,010 99,000 210,165 255,050 - 144,950 - 175,000 - 400,000 210,165 975,000

Other Income Contract Services 49,365 23,125 - 23,125 - 23,125 - 23,125 49,365 92,500 Rental Income from Office Lease 31,444 31,444 - 31,444 - 31,444 - 31,444 31,444 125,775 Miscellaneous 25,736 33,563 - 33,563 - 33,563 - 33,563 25,736 134,250 106,544 88,131 - 88,131 - 88,131 - 88,131 106,544 352,525

Total Income From Operations 4,883,729 5,120,681 - 529,331 - 293,756 - 518,756 4,883,729 6,532,525

99 AMERICAN BUS ASSOCIATION STATEMENT OF ACTIVITIES (CONTINUED) FOR THE 3 MONTHS ENDED MARCH 31, 2018

TOTAL BUDGET TOTAL BUDGET TOTAL BUDGET TOTAL BUDGET YTD BUDGET 1st QTR 18 1st QTR 18 2nd QTR 18 2nd QTR 18 3rd QTR 18 3rd QTR 18 4th QTR 18 4th QTR 18 2018 2018

EXPENSES

Government Affairs 271,728 304,502 - 304,502 - 304,502 - 304,502 271,728 1,218,007 Bus Industry Safety Council 24,090 40,100 - - - - - 40,100 24,090 80,200 Website 5,040 6,035 - 6,035 - 6,035 - 6,035 5,040 24,138 Communications & Marketing 83,840 86,796 - 86,796 - 86,796 - 86,796 83,840 347,184 Membership Services 238,418 155,823 - 155,823 - 155,823 - 155,823 238,418 623,291 Marketplace 1,101,129 1,258,746 - 83,916 - 167,833 - 167,833 1,101,129 1,678,328 Board of Directors Meetings 42,430 88,841 - 88,841 - 88,841 - - 42,430 266,522 CTIS Program 3,340 5,350 ------3,340 5,350 Destinations 124,738 154,038 - 102,692 - 128,365 - 128,365 124,738 513,461 Motorcoach Marketer 951 ------125,936 951 125,936 Marketplace Today 54,821 55,000 ------54,821 55,000 ABA Insider 20,998 22,734 - 22,734 - 22,734 - 22,734 20,998 90,936 General & Administration 421,685 359,480 - 359,480 - 359,480 - 359,480 421,685 1,437,921

Total Expenses 2,393,208 2,537,444 - 1,210,819 - 1,320,408 - 1,397,603 2,393,208 6,466,274

Excess of Revenues over Expenses 2,490,521 2,583,237 - (681,487) - (1,026,652) - (878,847) 2,490,521 66,251

Investment Income 21,499 50,000 - 50,000 - 50,000 - 50,000 21,499 200,000 Unrealized & Realized Gains (losses) (177,075) ------(177,075) -

Net Revenues Over Expenses 2,334,945 2,633,237 - (631,487) - (976,652) - (828,847) 2,334,945 266,251

100 AMERICAN BUS ASSOCIATION SUMMARY OF ALL DEPARTMENTS