Pool and Hot Tub Alliance

“Regular membership in the alliance is available to any person, firm or entity active in the industry, subject to such criteria and procedures as the Board of Directors may prescribe. Regular members have voting privileges. Additional categories of non-voting membership may be established by the Board of Directors from time to time.”

“The Directors of the alliance are elected by the voting membership either at the annual meeting or by any other lawful means, including by mail or electronic ballot as determined by the Board of Directors. If there is a single candidate nominated by the nominating committee for each open position on the Board, and no petition containing additional nominations are forthcoming, it is the responsibility of the secretary/treasurer to cast a single unanimous ballot at the annual meeting of members signifying election to the position. The nominees receiving the greatest number of votes are elected to fill the Director position(s).”

“Each regular member in good standing is entitled to one vote on each matter submitted to the membership regardless of the class or classes of membership to which the member may be assigned.”

“The form 990 was prepared by outside accountants and reviewed by the Organization's senior management. The draft form 990 was e-mailed to the Board of Directors for review. Comments and changes to the form 990, if any, were solicited and incorporated into the return as necessary. If revised, a final copy of the form 990 was sent to all board members prior to filing with the IRS.”

“The conflict of interest policy is provided to all board members at the fall Board meeting. Board members are required to complete a conflict of interest disclosure form at that meeting. The forms are then reviewed by the audit committee, which then reports to the Board. The policy also requires board members to disclose new conflicts of interest as they occur. In connection with any actual or possible conflict of interest, an interested person discloses the existence of the financial interest and is given the opportunity to disclose all material facts to the Directors and members of committees with governing Board delegated powers considering the proposed transaction or arrangement. After disclosure of the financial interest and all material facts, and after discussion with the interested person, he/she then leaves the governing Board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or Committee members decide if a conflict of interest exists. Procedures for addressing a conflict include: A. An interested person makes a presentation at the governing Board or Committee meeting. After the presentation, he/she leaves 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 governing Board or Committee, if appropriate, appoints a disinterested person or Committee to investigate alternatives to the proposed transaction or arrangement. C. After exercising due diligence, the governing Board or Committee determines whether the alliance 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 reasonably possible under the circumstances; to not produce a conflict of interest, the governing Board or Committee determines by majority vote of the disinterested Directors whether the transaction or arrangement is in the alliance's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, the governing Board or Committee makes its decision as to whether to enter into the transaction or arrangement. If the governing Board or Committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it informs the member of the basis for such belief and affords the member an opportunity to explain the alleged failure to disclose. If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing Board or Committee determines the member has failed to disclose an actual or possible conflict of interest, it takes appropriate disciplinary and corrective action. The president & CEO has conflict of interest provisions in his/her employment contract to which he/she is to adhere and to report any problem areas to the Board of Directors for review. The senior staff is required to complete the conflict of interest form each year. However, any potential conflicts for these other employees are discussed with the President & CEO.”

“The compensation of the President & CEO was established at the time of hiring following a professional search by reference to objective comparability data for association CEOS. Annually, the President & CEO 's compensation is formally reviewed and established with continued reference to objective comparability data and a contemporaneous review by the Executive Committee of the President & CEO 's performance tied to strategic goals established by the Board of Directors. The decision is duly documented in the Board of Director's minutes. The President and CEO uses American society of association executives as a compensation benchmark for other employees. The most recent compensation review took place September 2024.”

“The alliance does not make its governing documents, conflict of interest policy, or financial statements available to the public.”

“The process has been consistent with prior years.”