Auto Care Association

“The officers of the association shall be known as the executive committee, which committee in the interim period between board meetings shall have and may exercise the authority of the board of directors in the management of the association and shall report all such actions to the board at the next meeting following such action. No member of the executive committee shall sit on another automotive trade association board during the elected term as an officer. The incoming chairman shall have had executive committee experience, and there shall be no required rotation of chairs. In addition the executive committee shall: (a) act as a finance committee which shall provide rules and regulations for the authorization of expenditures and the approval of vouchers for the payment of money, and prior to the end of the fiscal year to prepare a suggested budget for the ensuing fiscal year for approval by the board of directors. All expenditures, payment of money and financial obligations of the association are subject to the jurisdiction of the finance committee, and an audit of the books of the association shall be made by a firm of certified public accountants at least once each year. The certified public accountants selected by the association shall be reviewed at least every five years. (b) to act as a liaison committee in order to develop and maintain cordial and productive relationships with all industry groups. (c) to act as bylaws committee in order to assure that the association's bylaws are kept consistent with and responsible to policy changes initiated and appropriate within the organization. (d) to act as a membership dues and fees committee, recommending dues, fees and assessments for approval by the board of directors.”

“There is only one class of membership. A primary contact will be identified for all organizations that employee more than one individual. The primary contact is the representative that will vote on all membership issues, such as the annual board of directors slate.”

“All member companies identify the primary contact for the organization. That individual has the vote for the member. Members may approve the election of officers and directors. Each member company of the association is entitled to one vote, which may be by proxy or in person.”

“Five percent (5%) of the voting members of the association, in good standing, in person or represented by proxy, shall constitute a quorum at all meetings of the members of the association for the transaction of business pertaining to the association, except as otherwise provided by law, by the articles of incorporation, or these bylaws. Each member of the association, in person or represented by proxy, shall be entitled to one vote.”

“After it is filed, the audit committee will review the association's form 990 on behalf of the full board.”

“All board members are required to sign a statement prior to all meetings noting that any and all conflicts of interest have been reported to the board or to the association's general counsel. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave 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 shall decide if a conflict of interest exists. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the governing board or committee shall determine whether the organization 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. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing body or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the organization's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination is shall make its decision as to whether to enter into the transaction or arrangement.”

“The compensation of the chief executive officer (ceo) is reviewed by the compensation committee, which is made up of certain members of the executive committee. The compensation committee may use outside hr consultants and/or salary surveys to benchmark the ceo's compensation. Benchmarking of the ceo's compensation was last performed in december 2018 by an outside firm, workmorehuman, llc. All senior staff positions are reviewed by the ceo. All salaries are compared to industry salary surveys on an annual basis. Benchmarking of the all senior staff's salaries was done by an outside firm, (workmorehuman, llc) in december 2018.”

“Auto care association complies with the public inspection requirements of internal revenue code section 6104 by making its form 1024, application for recognition of exemption under section 501(a), its determination letter from the irs, and the forms 990 for its three most recently completed tax periods available to the public upon request. However, as section 6104 does not require an organization exempt under section 501(c)(6) to disclose its governing documents, conflict of interest policies, or financial statements, auto care association has decided not to make such information available for public inspection.”

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“Transfer-in of net assets from filter manufacturers council 213,019.”