American Staffing Association

“Active members. A firm actively engaged in the staffing services business. Each active member in good standing shall be entitled to one vote at all membership meetings of asa. Only active members are entitled to vote, to be eligible to serve on the board of directors or to be counted in a quorum. The annual meeting of members shall be held each year for the election of directors and for the transaction of such other business as may be brought at the meeting. Special assessments of the general membership, as recommended by the board of directors, shall become effective only upon the approval of a majority of the general membership at a regular or special meeting or by two-thirds of the general membership in a mail-in vote. Affiliate members. Branches, franchises, licenses, or similar business entities included in the dues computation and payment of an active member shall be affiliate members without further action or application. Honorary members. Honorary memberships may be conferred by the board of directors on persons not actively engaged in the staffing services business but who have rendered distinguished service to the industry. Associate members. A firm supplying or servicing the staffing services industry. International members. For staffing services firms with no u.s. Operations.”

“See above - the active members are the only member class that has voting rights to elect the board of directors”

“The board of directors may amend the bylaws, or repeal and adopt new bylaws, subject to approval by a two-thirds vote of the active members at any membership meeting. However, bylaws amended, repealed, or adopted by a three-fourths vote of the full board do not require membership approval, but all active members shall be notified in writing of such changes within 30 days after their adoption by the board.”

“A copy of the form 990 is provided to the finance & audit committee prior to its filing. [the purpose of this committee is to oversee asa's financial management, including its investment policies and the activities of its independent auditors. The committee also monitors compliance with code of conduct and conflict of interest policies pertaining to the board of directors. The committee shall be made up of the chairman, the treasurer, and two other board members appointed by the chairman.] the committee meets telephonically with the president & ceo and the vp & cfo to review and approve the form 990.”

“The organization has had no conflicts of interest. In the event that one is identified, the person in question would be disqualified from participating in certain governing body activities. Due to the nature of the conflict, the individual may also be removed from the governing board itself.”

“The compensation and performance of the president and ceo is reviewed each year by the compensation committee of the board of directors. The committee solicits a written evaluation of the performance of the president and ceo from all other board members. The committee reviews and evaluates this input when setting annual compensation. Compensation is benchmarked against comparative data developed from other sources such as asae's blue chip association executive compensation and benefits study. The compensation and performance review of key employees is performed each year by the president and ceo. The president and ceo solicits from the employee a written self evaluation. The president and ceo considers this input when evaluating annual performance as well and setting annual compensation. Compensation is benchmarked against comparative data developed from other sources such as asae's compensation and benefits study and the greater washington area association compensation and benefits study.”

“The association's governing documents and conflict of interest policy would be provided upon specific request. Financial statements are not furnished to the public.”

“The audit oversight process has remained unchanged from the prior year.”