Research Institute for Fragrance Materials Inc

“There are tree (3) membership categories: (a)active membership: active members shall be either fragrance active members or consumer product active members. Fragrance ingredient active members shall be limited to those persons, firms, corporations and divisions of the corporations primarily engaged in the manufacture and/or sale and distribution of fragrances or fragrance ingredients at other than the retail level. Consumer product active members shall be limited to those persons, firms, corporations and divisions of the corporations primarily engaged in the purchase of fragrances and fragrance ingredients for further manufacture including incorporation into consumer products at the retail level. (b)associate members are non-voting participants primarily engaged as brokers in the fragrance industry. (c)supporting membership shall include persons, firms, corporations and divisions of corporations who would qualify as consumer product active members, except that representatives of such supporting members shall not be eligible to serve on the corporation's board of directors.”

“A meeting of the members of the corporation for the election of directors, officers, and executive committee, approval of the dues schedule and the transaction of any such other business as may properly come before the meeting is held annually at such time and place as designated by the board of directors. Notice of such meeting is provided to each member no less than 10 and no more than 40 days prior to the day on which the meeting is to be held. Each active and supporting member corporation is entitled to one vote upon each matter submitted to a vote at the annual meeting of members. At all meetings of members, a quorum for the transaction of business requires the presence, in person or by proxy, of one third (1/3) of all active members.”

“The corporate members approve the corporation's dues schedule, directors, officers, executive committee members and any amendments or revisions to the corporation's by-laws after the governing body has proposed any such change. The bylaws and the certificate of incorporation of the corporation may be altered, amended or repealed only by the affirmative vote of a majority of the entire board of directors, and ratification and approval by the affirmative vote of a majority of all members entitled to vote at a meeting of the members.”

“Rifm has its form 990 prepared by an outside accounting firm utilizing data compiled during their annual certified audit and included discussions with rifm staff and the rifm treasurer. A draft of the form 990 is submitted to rifm management, rifm treasurer and members of the rifm executive committee for their review after which a meeting with the outside accounting firm may be requested to further review the form 990 and/or respond to any questions from the rifm board or executive committee. A complete copy of the form 990 was provided to each voting member of the organization's governing body before filing the form.”

“All board members and officers, including the president, are required to sign, and all employees are required to abide by, a conflict of interest policy. Legal counsel requests that any board member, officer and key employee speak to him in confidence if he/she believes he/she may have any conflict of interest. Additionally, all board members, officers, including the president must sign a code of ethics and conduct. All members of the rifm board of directors receive copies of the rifm bylaws, as well as rifm's policies and guideline manual, upon election to the rifm board. The following sets forth the conflict of interest policy ("policy") of the research institute for fragrance materials, inc. ("rifm"). Application of policy: this policy applies to members of the rifm board of directors, as well as rifm officers, key employees and staff members through the president. The rifm president shall be responsible for ensuring that all rifm staff members are aware of and perform their responsibilities consistent with this policy. Continuing obligations to comply with policy: each director, officer and key employee has a continuing responsibility to comply with the requirements of this policy, rifm board members have a fiduciary duty to conduct themselves without conflict of interest with respect to rifm and shall subordinate personal, business, third party and other interests to the welfare and best interests of rifm. Definition of conflict of interest: the board of directors, officers, key employees and rifm staff members have an obligation to avoid any actual, potential or perceived conflict of interest (collectively "conflict of interest"). Specifically, rifm directors and staff members owe a duty of loyalty to rifm which requires that in serving rifm they act solely in the interests of rifm. Directors and staff members cannot use their positions, as well as any non-public information they have obtained regarding rifm or its programs, to secure a financial or other benefit for themselves, their relatives, a rifm member, including a director's employer, or any other third party (hereinafter "financial or other benefit"). Disclosure of conflict of interest: a conflict of interest occurs when a rifm director, officer, key employee or staff member is in a position to influence a decision that may result in a financial or other benefit as a result of rifm's business dealings. Prior to the start of any negotiations, discussions or considerations for funding of a program by the board, including the development of rifm's annual budget, directors, officers, key employees and staff members are expected to fully disclose to the best of their knowledge, information and belief any interest in a proposed program, project or transaction by providing such information to rifm's general counsel. In matters requiring prior approval of the board of directors, rifm's general counsel shall inform the board of this disclosure report before its consideration of the topic at issue. Potential conflict of interest: no presumptions are created by the mere existence of a potential conflict of interest. If a rifm director, officer, key employee or staff member identifies a potential conflict (e.g., ownership interest in a party to a transactions involving rifm, or influence over transactions involving purchases, contracts, or leases), it is imperative that he or she disclose such conflict of interest to rifm's general counsel as soon as possible so that safeguards can be established to protect all parties. Any potential conflicts shall be reviewed by rifm's general counsel with reference to this policy. Guidelines governing consideration of transactions involving conflicts of interest: any director who is the subject of a conflict of interest shall not be in attendance at a board or committee meeting when the conflict of interest is being discussed or voted on. A director, officer, key employee or rifm staff member who is the subject of a conflict of interest”

“To determine compensation for the rifm president, rifm uses a comparison of compensation being paid for like" positions in other similar associations and commercial companies in the northeastern us by reviewing form 990's of other organizations and compensation surveys and studies. Compensation is determined in conjunction with annual discussions among the rifm president, chairman of the board and rifm treasurer and is based on a review of accomplishments and goals achieved during the calendar year. Compensation is then agreed upon and authorized by the rifm chairman and treasurer. The full rifm board of directors participates in such discussions. Any decision is recorded in the minutes of the board of directors meetings. The president's contract runs for two years, with an effective date of april 01, 2023. This process was last undertaken in april 2023. Performance reviews for rifm top management officials are conducted annually. Each staff member meets with their supervisor and prepares their formal performance review including the formulation of goals consistent with board governance and industry committee requests. Goals are modified during the year based on priorities. Other items included in the annual performance review include key job responsibilities, previous year's goals and review, current year's goals, areas of interest and development, supervisor's comments. The rifm president then reviews all staff forms and adds her own comments. Also included in discussions are areas for potential development for personal growth. Specific staff/supervisor recommendations are tailored to the individual and can represent formal course work, additional responsibilities, specific skill strengthening and one-on-one coaching. The percentage of increase granted is determined from the following factors: - average percentage of increase being granted by the fragrance industry to their employees; - each position has a formal job description. - all positions are assigned a "salary range" with steps marked as beginning, mid-point and top based on the experience level of the individual in that position. Consideration is given to any change in an employee's "skill level" at the time of their performance review.”

“The institute makes its governing documents, conflict of interest policy and financial statements available to the public on request.”

“Rifm has not changed its oversight process or selection process and still abides by the same processes as in the prior year.”