Auto Care Association

“The audit committee and finance committee have been delegated authority by the board of directors to discharge certain board duties on its behalf.”

“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 may vote on behalf of 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. Bylaws may be altered amended or repealed with an affirmative vote of the majority of the association's membership.”

“The audit committee may review the association's form 990 on behalf of the full board after it is filed.”

“All board members are required to sign a conflict of interest statement annually. Monitoring of conflict of interest occurs by self-reporting at every board meeting. Conflicts of interest are reported to the president and ceo (bill hanvey) and reviewed/enforced by the board. In connection with any actual or possible conflict of interest, an interested person must disclose the existence if the financial interest and be given the opportunity to disclose all material facts to directors and members its committees with governing board delegated powers considering the proposed transaction or arrangement. 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. If a conflict is suspected or reported, 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 board of directors. 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 february 2023 by an outside firm, wipfli llp. All senior staff positions are reviewed by the ceo. All salaries are compared to industy salary surveys during the hiring process. Benchmarking of all senior staff salaries was done by an outside firm (wipfli llp in february 2023. For all positions directly reporting to the ceo, salaries are approved by the compensation committee.”

“Auto care association does not make its other governing documents available to the public”

“Other program services: aapex trade show: aapex is the largest industry automotive aftermarket trade show in north america. Thousands of automotive professionals participated in the november 2022 event of which more than 45,000 were domestic and international buyers. The number of exhibitors in 2022 was 1,407. During the show, there were educational sessions and training sessions for service and repair professionals and managers.”

“Other services: cognizant worldwide limited $871,808 integrate data facts llc $428,311 motor information systems $223,300 other profressional services $379,509”