Sustainable Apparel Coalition Inc

“Indirectly or directly, nearly all board members have business with one another.”

“Sac shall have two classes of membership: voting members and affiliate members. Additional membership classes may be added through amendment of the bylaws. Voting members: direct participants in the value chain of apparel and footwear product or packaging, including but not limited to retailers, brands and manufacturers, are eligible to become voting members. The board of directors may add additional product categories at its discretion. Non-governmental organizations and government and academic institutions are also eligible to become voting members. Each membership application will be reviewed to verify that the applicant meets the membership criteria. To be in good standing, voting members must be current on their dues. Affiliate members: those who do not qualify as voting members may be eligible to become affiliate members. Affiliate members participate in general membership meetings and working groups but may not vote on any decisions made by the voting membership. Affiliate members will sign an affiliate membership agreement stipulating conditions of membership. Affiliate members that make significant in-kind contributions of intellectual capital to sac may be granted voting rights at the discretion of the board of directors. To be in good standing, affiliate members must be current on their dues. Each voting member shall be entitled to one (1) vote on each matter submitted to a vote of the voting members. The election of the board of directors shall be open to all sac voting members. Each director is entitled to one (1) vote. Voting members shall have the right to vote on amendments to the bylaws and the election and removal of the board of directors. Upon dissolution or winding up, all of the corporation's remaining assets shall be distributed at the discretion of the board of directors to the members or to another organization that is then qualified as an organization described in section 501(c)(6) or section 501(c)(3) of the code or any successor provision.”

“The board of directors shall ideally consist of 12 to 15 and no more than 20 members elected by the voting membership, with the exact number to be fixed from time to time, as decided by the board of directors. Nominations for directorships shall be put forward according to guidelines set by the board of directors, which may include specific requirements for the eligibility of candidates. Subject to such requirements, designated representatives of voting members in good standing may be eligible for nomination as a director. Other non-voting members in good standing may be eligible for nomination as a director. Other non-voting members' representatives and non-members with specific expertise may be eligible for nomination as a director. However, at least 80% of the board must be comprised of directors representing the voting membership. No more than one representative of a given member or non-member organization may run for a directorship or serve on the board of directors during a fiscal year. The election process shall be open to all sac voting members in good standing for a period of not less than 30 days and shall take place annually for any open board seats, in accordance with sac's operating policy.”

“Voting members shall have the right to vote on material decisions that impact all members, as determined by the board of directors or as required by the delaware general corporation law. Specifically, voting members shall have the right to vote on amendments to these bylaws and the election and removal of the board of directors.”

“Form 990 is reviewed by management and then submitted to the finance committee for review. Upon finance committee approval, a full copy of the form 990 is presented to the board for review and approval.”

“All directors are under this policy, including the executive director. Annual submissions are provided by all directors advising to the best of their knowledge of any interest. A copy of this is available to any director. If a director acquires an interest or a circumstance arises that may cause a conflict of interest during their term, they are to notify in writing the chair or vice chair. No director shall vote on any matter in which they have a conflict of interest. Any director who has an interest or a conflict of interest is required to leave the room in which the discussion is carried on regarding the conflict of interest.”

“Compensation of the executive director was determined using market data of similar sized industry associations in the united states as well as comparably sized national sustainability organizations of similar missions. Compensation was approved by the members of the board of directors who are independent, and the process was documented. The process was last completed in march, 2018.”

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

“Consulting services 1,204,551. Consultant travel expenses 32,061. Board development consulting 12,500.”

“The process has not changed from the prior year.”