International Foodservice Distributors Association

“Full membership in the association shall be limited to persons, firms, partnerships, and corporations who, in the opinion of the board of directors, are: (i) engaged in the foodservice distribution business; and (ii) buying groups operating on behalf of persons, firms, partnerships, and corporations engaged in the foodservice distribution business.”

“Each full member of the association that pays annual dues at a level of $100,000 or more shall be entitled to be represented on the board on a continuing basis and shall on an annual basis notify the president of its board representative, who shall meet the qualifications. The remaining members of the board shall be elected by the full membership, based on nominations in accordance with article vi of ifda's by-laws. Full membership in the association shall be limited to persons, firms, partnerships, and corporations who, in the opinion of the board of directors, are: (i) engaged in the foodservice distribution business; and (ii) buying groups operating on behalf of persons, firms, partnerships, and corporations engaged in the foodservice distribution business. The term engaged in the foodservice distribution business shall be construed to mean the performance of all or substantially all of the functions of wholesale distribution of food and related products to foodservice operations or related businesses and the operation of a distribution center for that purpose.”

“Decisions that require member approval: each full member of the association that pays annual dues at a level of $100,000 or more shall be entitled to be represented on the board on a continuing basis and shall on an annual basis notify the president of its board representative, who shall meet the qualifications. The remaining members of the board shall be elected by full membership, based on nominations in accordance with article vi of ifda's by-laws. The board of directors shall adopt a resolution approving the proposed plan for a merger, consolidation, or dissolution and directing that it be submitted to a membership vote. This authority may not be exercised by the executive committee. Merger, consolidation, or dissolution shall require a two-thirds vote of the full membership present in person or by proxy at a meeting, with the number of affirmative votes equal to at least the quorum. Nature of members' voting rights: each full member in good standing at the time of any meeting of members shall be entitled to one (1) vote. At each association 06-1638811 international foodservice distributors meeting of the members, one (1) designated representative of each full member in good standing shall be entitled to cast that member's vote either in person or by proxy.”

“Ifda's current review process is that the firm which is hired to perform the yearly audit prepares the form 990. Ifda's vice president, finance & administration reviews the completed form in detail and then forwards the form to ifda's president/ceo to review and sign.”

“All employees, officers, and directors of ifda are required to certify that they have received and read ifda's conflict of interest policy, and that they have no actual or potential conflicts of interest. In the event that they do have an actual or potential conflict of interest it must be disclosed. In the event, that an employee, officer, or director of ifda becomes aware of any situation that poses an actual or potential conflict of interest, they are instructed to promptly disclose all pertinent facts to the president, the chairperson of the ifda audit committee, or other members of ifda's audit committee.”

“The ifda president & ceo is given a performance review on an annual basis. Ifda uses an independent consultant to conduct a salary and benefit survey when the employment contract is up for renewal, every 5 years; and at least one other time in the years between contract renewals. Annually the ifda compensation committee meets to review with ifda's president & ceo, performance against annual goals and objectives. The ifda compensation committee completes a written performance review. The committee discusses and agrees on an annual salary adjustment and bonus, if applicable; and a contribution to the 457(f) plan. Ifda's president/ceo approves the compensation of other staff members. In 2022, ifda contracted with a consultant to provide the association with a compensation and benefits review for all staff positions. Salary increases for staff are documented through a formal annual performance review process.”

“Its governing documents, conflict of interest policy and financial statements are not made available to the public.”

“Immediately upon being selected, the chairperson shall appoint an executive committee, to be composed of the chairperson, the vice-chairperson, the secretary/treasurer, and the immediate past chairperson, together with up to eight (8) additional members to be selected from the board of directors. The president shall be an ex officio, non-voting member of the executive committee. Except as otherwise provided for by these (ifda's) bylaws, in the interim between meetings of the board of directors, the executive committee shall possess all of the power and authority of the board, subject only to subsequent reporting of its action to the board of directors at the latter's next meeting.”

“The audit committee oversees the audit and selection of the audit firm. The process has not changed from the prior year.”