International Dairy Foods Association

“Idfa membership includes the following membership categories: idfa dairy processor member - any person, partnership, corporation or other legal entity (except for a trade association) engaged in the dairy processing and manufacturing industries in the united states, canada or mexico is eligible for idfa dairy processor voting membership in the association. This membership category shall include those engaged in processing, manufacturing, distributing, marketing or licensing of milk products, ice cream, cheese products, yogurt and cultured products, butter, dairy-derived ingredients or other dairy products in the united states, canada or mexico. An idfa dairy processor member may participate in one or more of the industry segment boards (as defined below), consistent with its product business. Idfa gold business partner member - any person, partnership, corporation or other legal entity (except for a trade association) eligible for membership as an idfa business partner is also eligible to become an idfa gold business partner. This category of membership shall have a higher rate of dues than regular idfa business partners, and an enhanced level of membership rights and privileges, including membership voting and eligibility to serve on the executive council. An idfa gold business partner member may also participate in one or more of the industry segment boards, consistent with its product business or services. Idfa dairy user member - any person, partnership, corporation or other legal entity (except for a trade association) in the business of procuring, using or selling processed or manufactured dairy products is eligible for idfa dairy user non-voting membership in the association. Idfa business partner member - any person, partnership, corporation or other legal entity (except for a trade association) in the business of supplying goods or services to the dairy processing or manufacturing industries is eligible for idfa business partner, non-voting membership in the association. This membership category shall include brokers of milk products, ice cream, cheese products, yogurt and cultured products, butter, dairy-derived ingredients or other dairy products and services. Idfa affiliated association member - any trade association, or comparable organization, representing processors, manufacturers, distributors, marketers, or licensors of milk products, ice cream, cheese products, yogurt and cultured products, butter, dairy-derived ingredients or other dairy products is eligible for idfa affiliated association, non-voting membership in the association. Idfa international member - any person, partnership, corporation or other legal entity (except for a trade association) engaged in the dairy processing and manufacturing industries outside of the united states, canada, or mexico is eligible for idfa international non-voting membership in the association. This membership category shall include those engaged in processing, manufacturing, distributing, marketing, or licensing of milk products, ice cream, cheese products, yogurt and cultured products, butter, dairy-derived ingredients or other dairy products outside of the united states, canada, or mexico. Membership eligibility - the association's executive council may establish and promulgate additional membership criteria, as well as rights and privileges of membership, in any or all membership classifications. The association's executive council shall establish procedures for application and approval of members based on clear and objective criteria for membership, as well as procedures for voluntary withdrawal of members or for involuntary removal of members for failure to pay dues, failure to comply with these bylaws, or failure to adhere to other applicable policies and procedures of the association, subject, in the case of involuntary removal for reasons other than failure to pay dues, to removal procedures in which the member is given notice of the reasons for the proposed rem”

“Authority the governing body of the association is its executive council, which has the authority and is responsible for governance. The executive council focuses the exercise of its authority on overall association long-range planning, financial budgeting and reporting, association-wide policy and implementation of policy by the association's staff under the direction of the president and chief executive officer (the "president and ceo"). Wherever possible, the executive council defers to the industry segment boards on policy and program matters affecting one or more industry product segments. Composition the association's executive council consists of at least fifteen (15) and not more than twenty-five (25) voting directors. The association's chair, vice chair, secretary, treasurer and immediate past chair, as well as the chair and vice chair of each industry segment board, shall serve on the executive council. Up to ten (10) additional voting director positions (such number to be determined from time to time by the executive council) shall be filled by representatives of association members, with not more than four (4) directors representing gold business partner members. No association member may have more than one representative serving on the executive council in any capacity. Additionally, the president and ceo serves as an ex officio non-voting director. The executive council may, in its discretion, appoint additional non- voting directors. Election and terms each voting director is elected to the executive council by the executive council based on a slate of nominations from the nomination and governance committee. Each voting director serves a three-year term, not counting service to fill the unexpired term of a vacant director position; a director's term that has expired will automatically be extended for the period in which the director is elected to serve as an officer of the association. Voting directors' terms are staggered. The president and ceo serves for as long as in that position. Vacancies vacancies among voting directors caused by resignation or removal are filled by the executive council. Voting directors elected in this manner will serve the balance of the terms for which they are filling vacancies and then be subject to the regular term limit in these bylaws. Meetings and action the association executive council shall meet in person at least annually. The date, time and place of such annual meeting, and any other regular meetings of the executive council, shall be set by resolution of the executive council without requirement of further notice. Additional special meetings of the executive council may be called by the chair of the executive council, upon at least twenty-four (24) hours notice. Each voting director has one vote. A majority of voting directors forms a quorum; a majority of votes where a quorum is present carries an action unless provided otherwise in these bylaws or by applicable law. Proxy voting is not permitted. Meetings may be held electronically if each director can hear the others and be heard by them. Action may also be taken without a meeting by unanimous written consent (including via electronic transmission) where an action is carried only if all voting directors vote unanimously in favor of a matter.”

“The 990 is reviewed by the international dairy foods association's finance committee, which is comprised of the four currect officers and the immediate part chairman.”

“The conflict of interest policy is given out to the board at the annual board meeting in the fall. The director of board relations is responsible for ensuring that all board members complete the disclosure.”

“The ceo's compensation is determined by the finance committee that is provided with a listing of other food trade associations ceo's salary and benefits as reported on the associations most current 990 filing. The finance committee is also provided with the duties, responsibilities, goals and current compensation and benefits.”

“Documentation is made available upon request at the cost of the association.”

“The finance committee which is comprised of idfa's four officers and the immediate past chairman is responsible for the oversight of the audit review.”