Brick Industry Association

“Article x, section 6 and article xiv concerning dissolution have been changed during the year: section 6 - dissolution of regions & councils the board of each region shall have the authority to dissolve the region and any of its councils in accordance with a plan of dissolution approved by that regions board and the bia board. After the region or its council satisfies its obligations and liabilities, any remaining net assets will be distributed among active members of that region or council in good standing at the time of dissolution as described in the plan of dissolution. Article xiv - dissolution the association may be dissolved upon at least 2/3 of voting directors approving a plan of dissolution, provided that directors were given at least 20 days notice prior to the vote. After the association satisfies its obligations and liabilities, any remaining net assets will be distributed among active members in good standing at the time of dissolution as described in the plan of dissolution.”

“The organization has the following members: section 1 - membership classes classes of members shall be determined by the board of directors. Section 2 - distributor members any individual, firm or corporation who purchases clay brick products for the purposes of resale or who is representative of one or more manufacturers of clay brick products, or who is engaged in the promotion and sale of such products, shall be eligible to become a distributor member of the association. Section 3 - manufacturer members any individual, firm or corporation engaged in the manufacture of clay brick products in the united states shall be eligible to become a manufacturer member of the association. Section 4 - dual members where any individual, firm or corporation is both a distributor and a manufacturer, the individual, firm or corporation must join the association as a manufacturer to be a member of the association and, if so desired, may also join and pay dues as a distributor. Section 5 - contributing associate members any individual, firm or corporation engaged in the furtherance of the clay brick industry but not engaged as a distributor or manufacturer as described above shall be eligible to become a contributing associate member upon qualifying under such rules and regulations as may be prescribed by the board of directors. Contributing associate members shall have no vote in the affairs of the association, but may participate on committees and task forces in a manner approved by the board of directors. Section 6 - international members any individual, firm or corporation engaged in the manufacture or sale of clay brick products outside the united states shall be eligible to become an international member in the association. International members shall have no vote in the affairs of the association but may participate on committees and task forces in a manner approved by the board of directors.”

“The board of directors is elected by a vote of the manufacturer and distributor members as a group. No individual member has the authority to elect a board member by themselves.”

“Form 990 is reviewed by the cfo prior to filing with the irs.”

“The organization requires all board members and staff to complete a conflict of interest statement every year, and monitors those responses and takes action if necessary.”

“Article ix, section 2 of the by-laws state: section 2 - executive committee 2 (a): the executive committee shall be composed of the chair, vice chair, secretary and treasurer of the board, the immediate past chair of the board, the chairs of the manufacturer and distributor councils, a representative of one of the companies holding an automatic distributor seat on the board, identified in article vii section 2 (b) (1), as elected by the distributor council, and a representative from each of the companies holding automatic manufacturer seats on the board, identified in article vii, section 2 (b) (1), as voting members and the president & ceo who shall serve without a vote. 2 (b) the executive committee shall have the authority to act between meetings of the board on all matters except that the board specifically reserves to itself the right and power to adopt a general budget; purchase, sell or rent any real property; fix annual dues and special fees and assessments; and elect officers and successors to any member-held office which becomes vacant. 2 (c) the executive committee shall provide oversight for strategic goal review and committee planning initiatives. 2 (d) executive committee meetings are closed except by invitation from the chairman or president & ceo. Section 2 above indicates that except for the rights specified above, the executive committee has the authority to act on behalf of the board. Each year, the executive committee reviews the president & ceo's performance and makes any appropriate changes in compensation. In addition in 2008 a comprehensive salary survey was conducted that included all association staff. This survey was used to ensure that compensation of the president &ceo along with other association staff was in line with the market. Compensation surveys will be periodically done to ensure staff compensation is in line with the market. The president & ceo evaluates the performance of all staff and annually approves any change in compensation. Staff compensation is also compared to the compensation survey to ensure competitiveness with the market place.”

“The organization makes its governing documents, conflict of interest policy and financial statements available upon request.”

“The process for overseeing the audit of the financial statements and selection of an independent accountant that audited the financial statements has been consistent with prior years.”