Industrial Supply Association

“The organization has three (3) classifications of members: regular members - any person or entity engaged in the manufacture, distribution, or representation of mrop products sold through the industrial distribution channel to end-user customers may become a regular member. Such person or entity will be futher classified as a manufacturer member, distributor/wholesaler member, or industrial manufacturer's representative (imr) member based upon said person or entity's primary activities. Affiliate members - the board, from time to time by resolution adopted by special board approval, may establish one or more classifications of affiliate members. Affiliate members should have a direct educational, technical, regulatory or business relationship with the regular members or the industrial distribution channel. Excluded from membership are professional and management services firms, accounting and tax firms, employment recruiting and placement firms, and law firms. Affiliate members are categorized as either buying groups or service providers. Affiliate members shall have no voting rights in association matters. Honorary members - an individual having made an examplary contribution to the mrop industry may become an honorary member with board approval. Honorary members shall have no voting rights in association matters. Only regular members shall have the right to vote on association matters. Provided, however, that the board by resolution adopted with board approval, may authorize the members of any other classification to vote on a matter affecting such class. Each regular member shall have one vote.”

“The board of directors establishes the policies governing the conduct of elections. At the annual meetings, a majority of the voting members present and voting shall elect such number of directors as necessary to fill vacancies of directors whose terms expire as of such meeting.”

“The bylaws may be amended only by the board of directors in a resolution adopted by special board approval or by the regular members by special majority vote.”

“Electronic draft copies are sent to the executive director of the organization for dissemination to the board of directors with written instructions to review and approve the form in accordance with irs regulations. Written comments and questions by the board, if any, are sent to the accountant for responses. Otherwise, each board member responds of their approval of form 990 as prepared.”

“Persons covered by the conflict of interest policy will annually disclose or update to the chairman of the board of directors on a form provided by the organization their interests that could give rise to conflicts of interest, such as a list of family members, substantial business or investment holdings, and other transactions or affiliations with businesses and other organizations or those of family members. For each interest disclosed to the chairman of the board of directors, the chairman will determine whether to (a) take no action; (b) assure full disclosure to the board of directors and other individuals covered by this policy; (c) ask the person to recuse from participation in related discussions or decisions within the organization; or (d) ask the person to resign from his or her position in the organization or, if the person refuses to resign, become subject to possible removal in accordance with the organization's removal procedures. The organization's chief staff officer will monitor proposed or ongoing transactions for conflicts of interest and disclose them to the chairman of the board of directors in order to deal with potential or actual conflicts, whether discovered before or after the transaction has occured.”

“Any member of the general public may appear at the management offices of the organization and request to inspect copies of the governing documents, policies and form 990.”