Brick Industry Association

“Bylaws changes include: article v board of directors section 2 - composition (b) automatic seats in addition to any elected director, any manufacturer member whose current year's dues exceed the level set by the bia board shall be granted one automatic seat and vote on the bia board, and any distributor member whose calendar year standard brick equivalents (sbe) shipments exceed the level set by the bia board shall be granted one automatic seat and vote on the bia board. Section 5 - executive committee (a) composition the voting members of the executive committee shall include the bia chair, vice chair, secretary, and treasurer of the board, the immediate past chair of the bia board, the chairs of the manufacturer and distributor councils, a representative of one of the companies holding an automatic distributor member seat on the board (who does not also represent a manufacturer member), and a representative from each of the manufacturer member companies meeting or exceeding the annual dues level established by a majority vote of the manufacturer members of the executive committee. The bia president & ceo shall sit as a non-voting member of the executive committee. Article viii regions & local councils section 6dissolution of regions, regional councils & bia local councils the board of each region, regional council and bia local council shall have the authority to dissolve in accordance with its approved plan of dissolution. The bia board must also approve the plan for regions, and regional councils. In the event of a tie vote on the plan by the region's or the regional council's board, the bia board of directors will resolve the tie by approving a dissolution plan including any required terms or conditions and the effective date of such dissolution. The bia executive committee must also approve the plan for all bia local councils. In the event of a tie vote on the plan by the local council's board, the bia executive committee will resolve the tie by approving a dissolution plan including any required terms or conditions and the effective date of such dissolution. After the region, regional council or bia local council fully and completely satisfies its obligations and liabilities as determined by the bia executive committee, any remaining net assets will be distributed among the active members of that region, regional council or bia local council in good standing at the time of dissolution as described in the approved plan of dissolution. Distributions of any remaining net assets will be made at least ninety (90) days but not more than one-hundred-eighty (180) days after all operations have fully ceased.”

“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 - associate manufacturer members any business entity engaged in the manufacture of clay brick products in the united states and has total annual shipments of clay brick products equal to or less than the maximum limit approved by the board of directors shall be eligible to become an associate manufacturer member. Associate manufacturer members shall have no vote in the affairs of the bia and cannot sit on the board of directors, executive committee, manufacturer council or on any program committee or task force as a voting or non-voting member. Associate manufacturer members may attend the bia spring and fall meetings including the board of directors, manufacturer council and program committee meetings as a guest and only as part of those bi-annual meetings. Associate manufacturer member benefits including any staff access and the ability to purchase or receive select documents, information, analyses, training, education, or reports compiled by, or prepared by or for, the bia or its distributor or manufacturer members will be determined by the board of directors or the bia executive committee. 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. Section 7 - premium contributing associate members any business entity primarily engaged in the furtherance of the clay brick industry but not eligible to join as a distributor or manufacturer member shall be eligible to become a premium contributing associate member of the bia, upon qualifying under such rules and regulations as determined by the bia board of directors. Premium contributing associate members shall have no vote in the affairs of the bia but may participate on program committees and task forces in a manner approved by the bia board of directors. Premium contributing associate members shall have full access to documents, information, analyses, training, education, or reports compiled by, or prepared by or for, the bia or its distributor or manufacturer members.”

“The executive committee shall have the authority to act between meetings of the board on all bia matters except those the board specifically reserves to itself, such as the right and power to approve the annual budget; to purchase, or sell any real property; and to fix annual dues and special fees and assessments consistent with these bylaws.”

“Form 990 is reviewed by the ceo 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.”

“The compensation committee will make recommendations to the exec committee for approval and will focus on determining appropriate bia staff merit pool and/or bonus level(s), benefit programs to be included in the annual operating budget as well as setting the terms and conditions of employment of the president & ceo including an annual performance review. The committee will help determine market-based salaries for bia staff to help ensure bia can recruit and retain experienced, well qualified staff. The committee can use market salary surveys, irs form 990's, or any other information/data it deems useful to determine appropriate, competitive compensation levels. In addition, the committee will consider brick shipment and bia membership trends, current and projected financial operating results and staff turnover rates. Based on the committee's review of this information, it will make a recommendation to the executive committee regarding any merit, bonus or other compensation changes to be included in the annual budget. The president & ceo will then allocate any board approved merit and/or bonuses to national staff based on performance. The committee will also review and recommend any changes to bia's benefit package including but not limited to, medical, dental and disability insurance and bia's 401(k) plan match percentage. Deliberations and decisions regarding the compensation arrangement are contemporaneous documented and recorded as well.”

“The organization makes its governing documents, conflict of interest policy and financial statements available upon request. Financial statements, conflict of interest policy and governing documents are available upon request for the same period of disclosure as set forth in section 6104(d).”

“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.”