International Sanitary Supply Association

“Board members are from the same industry and as such occasionally transact business with each other.”

“Three changes to the Bylaws: 1. Associate Membership in ISSA was opened to organizations that produce finished products, other than cleaning products, that are used by any class of ISSA Members. Associate members do not have the right to vote or hold office. 2. If there is only one qualified candidate for a Board position, the Nominating Committee, in its sole discretion may either: (a) send the candidate to membership for a vote of approval or disapproval; or (b) appoint the candidate to the Board without a membership vote; and 3. The Board of Directors may amend the Bylaws through a Board Resolution that is approved by at least 11 of 15 directors without requiring a membership vote”

“The Association is a membership Organization. Membership shall be open to firms that are U.S. and Canadian, International, Branch as well as Personal Memberships as set forth below: U.S. and Canadian Memberships Distributor membership shall be open to those firms which occupy a place of business, a principal purpose of which is the sale of cleaning and maintenance products to commercial, industrial, or institutional end users. The primary source of these products shall be the distributor's warehouse inventory, which in tum is derived from several manufacturers representing a broad offering of diversified products applicable to the cleaning industry. Distributor members shall have the right to vote and hold office. Wholesaler membership shall be open to those firms which occupy a place of business, a principal purpose of which is the sale of cleaning and maintenance products from several manufacturers to distributor members primarily from the firm's warehouse inventory. No sales shall be made to industrial/institutional end users. Such members shall have the right to vote and hold office as distributor members. Manufacturer Representative membership shall be open to those firms which are independent contractor sales representatives of ISSA manufacturer members. Manufacturer Representatives shall have the right to vote and hold office. Manufacturer membership shall be open to those firms engaged in the manufacture of products for sale to members. This classification is also open to importers into the U.S. or Canada from one or more international manufacturers for sale to members. Such members shall have the right to vote and hold office. Facility Service Provider (FSP): - Building Service Contractor (BSC). FSP membership shall be open to BSC firms that provide cleaning or facility services for others. Building Service Contractor members shall have the right to vote and hold office. - In-House Service Provider (ISP). FSP membership shall be open to firms (corporate memberships) that provide cleaning or facility services for themselves, and to individuals (personal memberships) who are the department head or manager responsible for in-house cleaning or facility services. This category of FSP members shall be referred to as In-House Service Providers (ISP). Distributors, Manufacturers and Wholesalers involved with cleaning products or their agents are not eligible for ISP membership. In-House Service Provider members shall have all the rights and privileges of membership except the right to vote or hold office. - Small Contract Cleaning Professional (SCCP). SCCP membership shall be open to firms with $500,000 or less in annual revenue that provide cleaning or facility services for others. SCCP members shall not have the right to vote or hold office. Residential Cleaner membership shall be open to firms that provide professional residential cleaning services of any type directly to consumers in a house, apartment, condo or other residence. Residential Cleaner members shall have all the rights and privileges of membership except the right to vote or hold office. Associate membership shall be open to organizations that: (i) offer services to any class of members; (ii) produce or sell products that are primarily used as raw materials or components by ISSA Manufacturer members in the manufacturing process; (iii) produce finished products other than cleaning products that are used by any class of members in support of their business; or (iv) are either associations, buying groups, or selling groups. Associate members shall not have the right to vote nor hold office. International Memberships International membership shall be open to those firms located outside of the United States and Canada. Such members classified as Distributor, Wholesaler, Manufacturer, BSC, and Manufacturer Representative, shall have the right to vote for officers of the ISSA Board of Directors and in matters regarding approval of proposed bylaw amendments. These me”

“The following members have the right to elect the members of the Board of Directors: -Distributor member; -Wholesaler member; -Manufacturer Representative member; -Manufacturer member; and -Building Service Contractor (BSC).”

“Certain decisions of the governing body are subject to approval by vote of the following members: -Distributor member; -Wholesaler member; -Manufacturer Representative member; -Manufacturer member; and -Building Service Contractor (BSC).”

“The board retains the services of an independent CPA firm to prepare the organization's form 990. The Form 990 is reviewed by financial staff, executive management and the finance committee. Any questions or concerns are discussed with the outside accounting firm prior to filing, a copy of the Form 990 is made available to all voting members of the governing board prior to the Form 990 being filed with the IRS.”

“The conflict-of-interest policy is signed by the board of directors. Employees follow the policies outlined in their employee handbooks. Failure to comply with the policies outlined results in dismissal. The organization consistently monitors and enforces the conflict-of-interest policy.”

“The compensation committee is comprised of six board officers which review the compensation of the executive management and compare it with the ASAE Compensation and Benefits Study. The committee meets with the executive director semi-annually to review performance and compensation. The compensation committee follows an approval process and there is contemporaneous substantiation of the deliberation and decision.”

“Governing documents are available through applicable governmental agencies the conflict-of-interest policy and financial statements are available upon written request to the organization.”

“Joint Venture Income/Loss -147,448.”