Professional Retail Store Maintenance Association

“An executive committee consists of the officers of the board. It has authority to provide direction to the ceo with respect to matters that the bylaws require vote of membership or vote of the full board.”

“Glen katlein, an independent cfo consultant, provides cfo leadership on a part-time 1099 basis. Compensation amounted to $32,738.”

“There shall be three (3) classes of membership in the association: supplier, professional services corporate, and multi-site fm supplier membership is open to maintenance & repairs, janitorial, emergency services, equipment manufacturers, technology services, sustainability and other supplier services. Professional services corporate membership is open to architects, consultants, and engineers who provide services to multi-site or supplier members. This excludes landlords, property owners, property managers or companies designated to represent, or serve as agents of, multi-site members. Companies that implement services or sell products should be considered supplier members. Multi-site fm membership is open to retailers, banking/financial, restaurants/grocery, entertainment, fitness, healthcare, and all other multi-site organizations only.”

“The election of board members requires vote of organization members.”

“The filing of form 990 is in conjunction with the audit investment committee delegated authority to act on behalf of the board with respect to audited financial statements and related tax filings.”

“When the board is to decide an issue about which a board member has an actual or potential conflict of interest, that board member shall disclose the conflict to the board and absent herself or himself without comment from not only the vote, but also from the deliberation. A conflicting interest exists when a board member or a related party has a beneficial financial interest in the transaction of sufficient significance that it would reasonably be expected to exert an influence on that board member's judgment if he or she were called upon to vote on the matter. Related parties include the board member's spouse, parents, children, siblings, siblings of the parent or spouse, and all other persons or entities in which the board member has an interest, partner, agent, or employee, or exerts control or influence, either directly or indirectly. In case of a dispute regarding the existence of a real or perceived conflict of interest, the board shall vote as to whether a conflict is present, and the vote of the board shall be final. The individual with the potential conflict of interest shall not vote. Board members will, prior to taking office and annually thereafter, complete and submit to the ceo a conflict of interest disclosure statement, disclosing their involvements and interests that could give rise to a conflict of interest including, but not limited to their involvement or those of family members, as directors or officers of other organizations with vendors or other affiliations with other entities that might reasonably be perceived as a conflict. Board members will promptly update their disclosures if, during the year, a material change in circumstances should occur.”

“The executive committee reviews the salary and bonus compensation of the ceo annually. The committee referenced compensation benchmark data from the executive recruiter provided during hiring the ceo in 2019. The committee considers prudent merit adjustments annually subsequent to establishing the starting salary based on competitive benchmark data.”

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