Independent Lubricant Manufacturers

“The executive committee is composed of seven (7) members of the board of directors, four of whom shall be the president, vice president, the treasurer, and the secretary. The executive committee shall have authority during intervals between meetings of the board of directors to exercise and powers of the board of directors except that actions of the executive committee shall be subject to ratification and approval by the board of directors at its next meeting.”

“Membership in the organization consists of manufacturing members, supplier members-products, supplier members-services, distributor members, international members, honorary members, and affiliate members in the lubricant and oil industry.”

“Directors shall be elected from representatives of manufacturing members. All directors shall have identical rights and responsibilities. Each director shall have one (1) vote. The officers of the association shall be a president, a vice president, a treasurer, and a secretary. Officers shall be elected from members of the board of directors. Officers shall be elected by majority vote of the board of directors at the annual meeting. Officers shall serve one (1) year terms or until their successors are elected and qualified. No person may hold two or more offices concurrently.”

“Directors are elected annually by the manufacturing members to fill the expired terms on the board of directors. Each manufacturing member may cast a total of votes equal to the number of openings. No manufacturing member may cast more than one vote for any one nominee. The five nominees receiving the highest number of votes shall be elected to the board of directors.”

“The ceo, president and treasurer will review and approve the 990 before it is filed for 2024.”

“Periodic reviews are held and conducted for monitoring proposed or ongoing transactions for conflicts of interest. The procedures for addressing the conflict of interest are as follows: (a) an interested person may make a presentation at the board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. (b) the chairperson of the board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. (c) after exercising due diligence, the board or committee shall determine whether ilma can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. (d) if a more advantageous transaction or arrangement is not reasonable possible under circumstances not producing a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors or committee members whether the transaction or arrangement is in ilma's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, ilma shall make its decision as to whether to enter into the transaction or arrangement. "interested person" are any ilma director, officer or member of a committee with board of directors ("board") delegated powers, who has a direct or indirect financial. If the board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.”

“The executive committee reviews the chief executive officer's employment contract, which includes salary and benefit information. This contract is ultimately approved by the executive committee. Bonuses are reviewed annually in january by the executive committee and are not guaranteed. When a new ceo is hired the executive committee hires a search firm, the final candidates are interviewed by the executive committee and the final candidate is approved by the entire board of directors. This contract is a five-year contract. Professional development firms along with the search firm supply comparability data for compensation, asae and quatt are sources for compensation guidelines. Documentation is in the executive committee and board of director's minutes. For the compensation of other officers and key employees: the ceo gathers the dc area wide salary data from available sources, and general industry relevant information and after reviewing, she discusses the information with the ilma president and treasurer. When a decision is made, the information is provided to the accounting manager for payroll processing and benefit processing usually via email. Any deliberations discussed in an executive committee session or board of director's session are documented in the minutes and if needed, sent via email to the accounting manager for processing. This process was last completed in 2025.”

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

“The foundation continued the internship toolkit for members launched the prior year, used to recruit and hire interns at colleges and vocational schools. The toolkit is free to all members. There are a series of webinars to assist members in launching their internship programs. We also use a fundraising consultants to help increase up our fundraising efforts through the foundation. The consultant developed some of the marketing materials we have been using to reach out to donors. Kindful is the foundation's donor management software. We use it for ongoing donor solicitations and acknowledgments. We contracted with brg communications to develop a workforce development campaign to increase awareness in the community. Ilma foundation established an education endowment fund in 2024.”