Sheet Metal and Air Conditioning Contractors' National Association

“The executive committee shall consist of the president, president-elect, secretary-treasurer, vice president, immediate past president, and chief executive officer (ceo). The ceo will be a non-voting member of the committee. The committee shall assist the president and ceo in carrying out the policies and programs established by the board of directors. In addition, the committee may act in place of the stead of the board of directors between board meetings on all matters except those specifically reserved to the board by the constitution and bylaws of the association.”

“Smacna is a trade association comprised of dues-paying members. Classes of members include premier, regular, international, state and associate. Only regular members have voting rights.”

“At the annual business meeting, the membership elects the board of directors of the organization.”

“The draft copy of the form 990 is provided to smacna's board of directors prior to being filed with the internal revenue service. When the auditor has prepared the form 990, this form is then sent electronically to the board of directors of smacna. The board previously had been notified of this procedure and the board members are given 10 days in which to examine the form 990 and communicate with the controller of smacna in the event the director has any questions or comments. At the request of any director, or if there are questions or comments that cannot be adequately and fully addressed, the controller will arrange a conference call for all directors to discuss the form 990 and whether or not revisions are needed before it is finalized.”

“The voting board of directors of smacna are elected at the annual convention held in the fall of each year. At the first meeting of the board of directors held in january of each year, a copy of the conflicts of interest policy is distributed to the voting directors. In addition, a disclosure statement is distributed to each director. Legal counsel reviews the conflicts of interest policy with the directors. Legal counsel explains to the board of directors what types of interests have to be disclosed and the administrative procedure for advising the organization regarding interests to be disclosed. The directors are then required to complete the disclosure statements and return them to smacna's ceo. Before a board or committee action is taken on a contract or transaction involving a conflict of interest, a director or committee member having a conflict of interest shall disclose all facts material to the conflict of interest. Such disclosure shall be reflected in the minutes of the meeting. In the event it is not entirely clear that a conflict of interest exists, the individual with the potential conflict shall disclose the circumstances to the chief executive officer of smacna or if he or she is the one who has the conflict of interest, then to the president of smacna, who shall determine whether there exists a conflict of interest that is subject to this policy. A person who has a conflict of interest shall not participate in or be permitted to hear the board's or committee's discussion of the matter except to disclose material facts and to respond to questions.”

“In 2003, smacna created a compensation committee, whose charge was to review the compensation of the chief executive officer of smacna, review the performance of the chief executive officer on an annual basis, determine salary and other benefits of employment and to conduct any executive search when there is an opening in the position of the chief executive officer of the organization. Currently, the compensation committee consists of the executive committee of smacna. This committee comprises the president of smacna, the president elect, the treasurer, the vice president and the immediate past president. In addition, legal counsel attends the compensation committee meetings. The compensation committee meets in person during the annual convention of smacna in the fall of each year. If required, the compensation committee will meet at other times during the year, either by conference call or in person during other scheduled meetings such as board of directors meetings. The compensation committee reviews outside third party salary surveys that examine the salaries and employment benefits of highly compensated chief executive officers of non-profit organizations in order to benchmark the smacna ceo compensation package. This survey examines the salaries and employment benefits of highly compensated chief executive officers of non-profit organizations, together with the next seven highest paid executives employed in trade associations. The survey is broken down into geographic location of associations and size of associations. Size of associations is measured by total association annual income. The compensation and benefits of the chief executive officer of smacna are measured against the results of the research study. With respect to other key employees of smacna, the chief executive officer of smacna sets their compensation. The key employees of smacna receive the same benefits that the entire staff of smacna receives. The ceo annually reviews, with the smacna president, all staff salaries as a check and balance to ensure compensation levels are reasonable and justified.”

“Governing documents, conflicts of interest policy, whistleblower policy, document retention policy and financial statements are available to the public upon request.”