National Automatic Merchandising Association

“BUSINESS RELATIONSHIPS BETWEEN DIRECTORS ARE IN THE NORMAL COURSE OF BUSINESS. DIRECTOR DENNIS HOGAN IS EMPLOYED BY COMPASS GROUP VENDING SERVICE DIVISION. DIRECTOR RODNEY NESTER IS EMPLOYED BY SMITH VENDING, A FRANCHISE OF CANTEEN OF SOUTHERN NEVADA. DIRECTOR VIC PEMBERTON IS EMPLOYED BY THE PEPI COMPANIES, A FRANCHISE OF CANTEEN. Director Dan L Hart is employed by Southern Refreshment Services, a Franchise of Canteen. Director John Curtis is employed with All Brands Foods, a Franchise of Canteen.”

“From the September 2014 BoD meeting minutes: Nominating Committee Chair Dieffenbach led discussion on size of the Board and the need for a bylaw amendment to reduce its size. Part of the reasoning was to minimize the disruption of the current rotations of Board members. Howe and Dieffenbach reviewed the approach to be taken which would reduce the Board effective 2017 for the nominations process and elections cycle from 30 to not more than 35 directors to 24 but not more than 29 directors. The five director window is the extent to which the Illinois Not For Profit Corporation Act allows an organization such as NAMA to have that flexibility. UPON MOTION MADE, SECONDED AND UNANIMOUSLY ADOPTED, the recommendations to reduce the size of the Board of Directors to 24, but not more than 29 was approved to become effective on January 1, 2017”

“The association has voting members and non-voting members. Non-voting members include international and student members. Voting members consist of industry-related operators, manufacturers, suppliers, distributors, brokers and other sustaining members. Each member, other than a student member, shall appoint an official representative who shall represent and act for the members in all affairs of the association, and in the case of voting members, shall vote for the member. Voting members annually elect one-third of the board of directors who each hold three-year terms. Voting members are also entitled to vote on questions put to a vote at the association's annual meeting or at special meetings, as provided under the by-laws. On dissolution of the association, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the board of directors.”

“SEE LINE 6 EXPLANATION”

“Form 990 is not presented to the governing body prior to filing. No such review was or will be conducted. However, the chief financial officer performs a review of the form 990 prior to signing the return.”

“Each grade has a pay range, consisting of a minimum salary, a midpoint, and a maximum salary. Annual job performance evaluation rating, coupled with current salary position within a grade level (compa-ratio) determines the approximate amount of merit increase. Promotion and/or position change can also affect the grade level. Each year, the executive committee recieves from the ceo a narrative of accomplishments versus goals (association-wide and personal), a report on the financial performance and status of the association and an update on current compensation. The committee also compares the ceo's compensation to other executive association compensation surveys. While the executive committee has been delegated authority to determine and implement ceo compensation changes, nonetheless, its findings and recommendation are presented to the full nama board for review, feedback and final approval. The results of this process are then shared with the ceo and compensation changes are implemented.”

“The organization does not make these documents available to the public.”

“Pension related changes -136,983.”

“The audit oversight process has remained unchanged from the prior year.”