National Roofing Contractors Association

“Section 1. Membership qualifications. Membership may be granted to any individual, corporation or other entity that (i) meets the criteria set forth for a category of membership in nrca; (ii) shares interest in and supports the purposes of nrca; (iii) abides by these bylaws, the nrca pledge of professionalism, and such other policies, rules, and regulations as nrca may adopt; and (iv) meets such additional criteria for each category of membership in nrca as the board of directors may establish. Section 2. Application. The nrca board of directors, or its designee(s), shall adopt an application form and procedures to facilitate the consideration of applicants for membership in nrca. All applicants shall complete and submit the application, along with the designated fee, if any, to nrca's administrative office. Applications shall be referred to the executive committee for approval, or the executive committee may delegate approval authority as deemed appropriate. Qualified applicants shall become members upon notice from nrca. Section 3. Membership categories. Nrca shall have the following categories of membership: a. Active members. Any established roofing, roof deck or roof system contractor in the united states or its possessions actively engaged in the application of roofing materials, roof systems, waterproofing, roof decks and related sheet metal may be granted active membership in nrca. Each corporation or other entity granted active membership in nrca shall file with the chief executive officer the name of the individual selected to be its representative in nrca with the authority to vote on its behalf and hold office. Upon the acceptance of any affiliated group (see article v), the chief staff executive of such group shall have the privilege of one vote, and he or she shall be considered as an active member providing that he or she is not otherwise eligible to hold an active membership in the association. B. Honorary members. Honorary membership may be voted by a majority vote of the executive committee for such time and with such privileges as the executive committee may determine. C. Associate members. Any individual, corporation or other entity engaged in the (i) manufacturing and/or supplying of materials, equipment or services used by the active membership of the association; or (ii) design, specification or inspection of roofs, roof decks and roof systems may be granted associate membership in nrca. The board of directors or its designee(s) may, from time to time, establish various categories of associate membership as well as the dues, benefits, privileges and obligations of such categories. Each corporation or other entity granted associate membership in nrca shall file with the chief executive officer the name of the individual selected to be its representative in nrca with the authority to vote on its behalf and hold office. D. Industrial/institutional members. Firms or institutions that employ the services of active members of nrca and are desirous of being associated with nrca as industrial/institutional members may do so upon approval of application to the executive committee stating their purposes in seeking membership. Dues, benefits, privileges and obligations of industrial/institutional members shall be determined by the board of directors or the executive committee. E. International members. Corporations or other entities engaged in the roofing industry outside of the united states and its possessions that would otherwise qualify for active membership in nrca may be granted international membership by the board of directors or executive committee upon application to nrca. Dues, benefits, privileges and obligations of international members shall be determined by the board of directors or executive committee. Section 4. Rights and duties. All members shall be entitled to attend the member meetings and social functions of nrca and serve on its committees, but only active, international and certain categorie”

“The ceo and cfo review the 990 prepared by our outside auditing firm who cinducts our annual audit.”

“All actual and potential conflicts of interests shall be disclosed by all board members, officers and committee members to the nrca executive committee through the annual disclosure form whenever a conflict arises. The disinterested members of the board or the applicable nrca committee shall make a determination as to whether a conflict exists and what subsequent action is appropriate (if any). The nrca executive committee shall inform the board of such determination and action. The board shall retain the right to modify or reverse such determination and action and shall retain the ultimate enforcement authority with respect to the interpretation and application of this policy. On an annual basis, all board members, officers and committee members shall be provided with a copy of this policy and required to complete and sign the acknowledgment and disclosure form. All completed forms shall be provided to and reviewed by the nrca executive committee, as well as all other conflict information provided by board members, officers and committee members.”

“The compensation of the chief executive officer is part of his employment agreement with nrca. The most current one was negotiated and executed in 2022; it lasts for 3 years, and his annual compensation for each year is spelled out in the agreement. At the time this agreement was negotiated, the members he negotiated with (current chairman of the board and former chairman of the board) looked at compensation information compiled by the american society of association executives and the association forum of chicagoland. This review process includes contemporaneous documentation and recordkeeping. In addition, they reviewed information compiled by the american research company, which publishes an annual compensation study of association chief staff executives.”

“The governing documents, conflict of interest policy, and financial statements are available to the public upon request.”