Fluid Sealing Association

“The executive committee is comprised of the board president, vice president, immediate past president and two additional board members. The immediate past president shall not vote. The executive committee shall have and exercise all of the powers and authority of the board of directors in the management of the business and affairs of the association, and shall represent the association in all contacts with the united states government, except that the executive committee shall not have the power or authority to: 1. Fill vacancies in the board of directors 2. Adopt, amend or repeal the bylaws”

“Fsa delegates management functions to multiservice management company (mmco), an unrelated professional management entity. Management services provided by mmco include, planning and executing budgets and financial operations as well as supervising exempt operations. Mmco is directly supervised and reports to the board of directors. Peter lance is a key employee at mmco and acts as the top management official for fsa. During 2023, fsa paid mmco $144,910 for management services rendered. Peter lance receives compensation through mmco for his services rendered to fsa.”

“There shall be two classes of voting members whose qualifications shall be: 1. Regular members, 2. Associate members. 1. Regular members: (a) any business entity (whether a person, firm, corporation, or operating division of a corporation) which manufactures, and, either directly or through a parent or subsidiary, sells sealing devices, and meets the qualifications of this association as set forth in paragraph (b) below, is eligible to be elected to regular membership. (b) to qualify for regular membership, an applicant must manufacture and sell an annual volume of at least $500,000 (u.s.) in sales of sealing devices. (c) a qualified manufacturer meeting the above requirements may be admitted to regular membership only upon the approval of two-thirds of the members of the board of directors then in office. 2. Associate members: (a) any business entity which is engaged in the business of manufacturing and/or supplying to manufacturers of sealing devices, raw materials, equipment or supplies of any form or description, is eligible to be elected to associate membership in the association. (b) any business entity which is engaged in the business of testing raw materials, equipment or supplies of any form or description, used by manufacturers of sealing devices is eligible to be elected to associate membership in the association. (c) associate members shall have all of the privileges of membership except that: (1) associated members shall only be admitted to meetings upon invitation (2) associated members at maximum may only make up 25% of the board (d) a qualified entity meeting the above requirements may be admitted to associate membership only upon the approval of two-thirds of the members of the board of directors then in office. Regular and associate members shall, upon election to membership, agree to abide by the association's bylaws, articles of incorporation, and policies and procedures, and as a condition of continued membership, to pay such membership dues and assessments as may be prescribed by the board of directors from time to time.”

“Regular and associate members in good standing are responsible for the election of the board of directors. No person may be elected, appointed or serve as a director who is not a regular or associate member in good standing.”

“The amendment, adoption or repeal of the bylaws requires approval of at least three-quarters of the quorum of regular and associate members in good standing.”

“The form 990 is prepared by an independent accounting firm and then a draft is provided to the management company for review. A complete copy is provided to all voting board members prior to filing with the internal revenue service.”

“The conflict of interest policy applies to each director, principal officer and member of a committee. In addition to the required completion of the conflict of interest disclosure form on an annual basis, the policy contains a duty to timely disclose if a conflict were to arise during the year. If a potential conflict were to arise the individual would disclose the potential conflict to the board of directors. The board of directors would evaluate the facts and circumstances involved, including but not limited to, any statement from the individual with the potential conflict, but that individual would be excused and not be present for the board of director's final deliberation and vote in determining whether or not a conflict exists.”

“Fsa does not have any compensated individuals that meet the internal revenue service definition of officer or key employee.”

“The governing documents are available to the public upon request. The financial statements and conflict of interest policy are not made available to the public.”