Healthy Markets Association

“There are 2 classes of members in the association. Class a members include the members of the association's board of directors. Class b members include businesses, non-profit organizations and individuals who pay non- refundable annual dues, who support the purpose of the association as outlined in the certificate of incorporation, and who are accepted by the board in its sole discretion. Class b members do not have the power to appoint or elect the board of directors.”

“There are no committees with authority to act on behalf of the governing body.”

“The irs form 990 is reviewed by the board of directors prior to filing.”

“Each director and officer annually affirms that either no actual or perceived conflicts exist or, in the case of the two interested directors, that such potential conflicts are fully and accurately disclosed. All compensation paid to interested directors is determined by the majority of independent directors. To ensure the association operates in a manner consistent with nonprofit purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted by the disinterested director(s) and any committee appointed by such disinterested director(s). In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and all related material facts, or acknowledge the existence of a conflict of interst, to the directors considering the proposed transaction or arrangement. After the disclosure of the financial interest, and all material facts, the interested person shall leave the meeting while the determination of a conflict of interest is discussed and voted upon by the board. An interested person is forbidden from any attempt to influence the discussion of, and the vote on, the transaction or arrangement involving the conflict of interest.”

“The organization makes its governing documents available to the public upon request.”