Attach to Form 990 or 990-EZ.| Identifier | Return Reference | Explanation |
|---|---|---|
| FORM 990, PART VI, SECTION A, LINE 6 | MEMBERSHIP SECTION 1. CLASSES OF MEMBERS. (A) ACTIVE MEMBERS. THE ACTIVE MEMBERSHIP OF THE ASSOCIATION CONSISTS OF FULL-SERVICE HEALTHCARE DISTRIBUTORS. TO BE ELIGIBLE FOR ACTIVE MEMBERSHIP, AN INDIVIDUAL OR BUSINESS ENTITY SHALL MEET ALL OF THE FOLLOWING CRITERIA: 1. IT MUST (I) SELL PREDOMINANTLY TO INDIVIDUALS AND BUSINESS ENTITIES THAT ARE PHARMACIES OR HEALTHCARE PROVIDERS NOT UNDER COMMON DIRECT OR INDIRECT OWNERSHIP WITH THE DISTRIBUTOR; AND (II) MAINTAIN AND OWN ADEQUATE LOCAL INVENTORIES CONSISTING PRIMARILY OF DRUG AND HEALTH-RELATED ITEMS PREDOMINANTLY PURCHASED DIRECTLY FROM MANUFACTURERS. 2. IT MUST OFFER CREDIT TO CUSTOMERS WHOSE FINANCIAL CONDITIONS WARRANT THE EXTENSION OF CREDIT. 3. IT MUST OFFER ON-GOING REGULAR SALES, CUSTOMER SERVICE, AND OTHER VALUE-ADDED SERVICES CUSTOMARILY OFFERED BY FULL-SERVICE HEALTHCARE DISTRIBUTORS. 4. IT MUST PROVIDE REASONABLE AND RELIABLE DELIVERY SERVICE. 5. ITS PRIMARY BUSINESS MUST BE LOCATED IN THE UNITED STATES, CANADA, MEXICO, OR THEIR RESPECTIVE POSSESSIONS; CENTRAL AMERICA, SOUTH AMERICA, OR THE ADJACENT ISLANDS. 6. IT MUST COMPLY WITH FEDERAL, STATE, AND LOCAL LAWS AND REGULATIONS OR, AS APPLICABLE, THE LAWS AND REGULATIONS OF THE COUNTRY IN WHICH THE HEALTHCARE DISTRIBUTOR IS LOCATED, AND MUST DEMONSTRATE THAT IT HAS RIGOROUS COMPLIANCE PROGRAMS IN PLACE, INCLUDING BEST PRACTICES TO ENSURE THE SAFETY AND SECURITY OF DRUG PRODUCTS. THIS INCLUDES THE REQUIREMENT THAT A DISTRIBUTOR LOCATED IN THE UNITED STATES OR ITS POSSESSIONS HOLDS A VALID LICENSE UNDER THE PRESCRIPTION DRUG MARKETING ACT AND, IF APPROPRIATE, REGISTRATION WITH THE DRUG ENFORCEMENT ADMINISTRATION UNDER THE CONTROLLED SUBSTANCES ACT. 7. IT MUST PROMOTE THE OBJECTIVES OF THE ASSOCIATION, AND BE COMMITTED TO PARTICIPATE IN THE ASSOCIATIONS PROGRAMS AND ACTIVITIES. 8. IT MUST HAVE AN ESTABLISHED BUSINESS AS A FULL-SERVICE HEALTHCARE DISTRIBUTOR. (B) INTERNATIONAL MEMBERS. ANY INDIVIDUAL OR BUSINESS ENTITY ENGAGED IN THE DISTRIBUTION OF HEALTHCARE PRODUCTS IN A GEOGRAPHICAL TERRITORY OTHER THAN THAT DESCRIBED IN SECTION 1(A) (5) BUT OTHERWISE ELIGIBLE FOR ACTIVE MEMBERSHIP UNDER SECTION 1(A) MAY APPLY FOR INTERNATIONAL MEMBERSHIP. INTERNATIONAL MEMBERS SHALL ENJOY SUCH PRIVILEGES AND ENTITLEMENTS OF MEMBERSHIP AS THE BOARD OF DIRECTORS DEEMS APPROPRIATE FROM TIME TO TIME, BUT SHALL NOT BE ENTITLED TO VOTE UNDER ARTICLE IV, SECTION 4. (C) ASSOCIATE MEMBERS. ANY INDIVIDUAL OR BUSINESS ENTITY ENGAGED IN DEVELOPING, MANUFACTURING, OR LABELING OF HEALTHCARE, BEAUTY CARE, AND/OR CONSUMER PRODUCTS MAY APPLY FOR ASSOCIATE MEMBERSHIP. AN ASSOCIATE MEMBER SHALL COMPLY WITH FEDERAL, STATE, AND OTHER LAWS AND LOCAL LICENSING REGULATIONS, OR AS APPLICABLE, THE LAWS AND REGULATIONS OF THE COUNTRY IN WHICH THE MEMBER IS LOCATED. IN THE EVENT THAT A SUBSIDIARY, DIVISION, OR BRANCH OF AN ASSOCIATE MEMBER WISHES TO JOIN THE ASSOCIATION, A SEPARATE APPLICATION FOR MEMBERSHIP SHALL BE SUBMITTED FOR EACH SUCH SUBSIDIARY, DIVISION, OR BRANCH. A SEPARATE MEMBERSHIP SHALL BE MAINTAINED FOR EACH SUBSIDIARY, DIVISION, OR BRANCH THAT SEPARATELY MARKETS TO, SEPARATELY SHIPS TO, OR SEPARATELY INVOICES ACTIVE MEMBERS AND OTHER DISTRIBUTORS. AN ASSOCIATE MEMBERS CORPORATE HEADQUARTERS MAY MAINTAIN AN ADDITIONAL MEMBERSHIP, SEPARATE FROM ITS OPERATING SUBSIDIARIES, DIVISIONS, OR BRANCHES, AT THE MINIMUM DUES LEVEL FOR THE ASSOCIATE MEMBER CATEGORY. ASSOCIATE MEMBERS SHALL ENJOY SUCH PRIVILEGES AND ENTITLEMENTS OF MEMBERSHIP AS THE BOARD OF DIRECTORS DEEMS APPROPRIATE FROM TIME TO TIME, BUT SHALL NOT BE ENTITLED TO VOTE UNDER ARTICLE IV, SECTION 4. (D) ALLIED MEMBERS. ANY INDIVIDUAL OR BUSINESS ENTITY ENGAGED IN PROVIDING SERVICES TO DISTRIBUTORS AND MANUFACTURERS RELATED TO THE BUSINESS OF HEALTHCARE, BEAUTY CARE, OR CONSUMER PRODUCTS THAT IS OTHERWISE INELIGIBLE FOR ACTIVE, INTERNATIONAL, OR ASSOCIATE MEMBERSHIP MAY APPLY FOR MEMBERSHIP AS AN ALLIED MEMBER. ALLIED MEMBERS SHALL ENJOY SUCH PRIVILEGES AND ENTITLEMENTS OF MEMBERSHIP AS THE BOARD OF DIRECTORS DEEMS APPROPRIATE FROM TIME TO TIME, BUT SHALL NOT BE ENTITLED TO VOTE UNDER ARTICLE IV, SECTION 4. | |
| FORM 990, PART VI, SECTION A, LINE 7A | BOARD OF DIRECTORS. (A) THE ASSOCIATION SHALL BE GOVERNED BY A BOARD OF DIRECTORS COMPRISED OF A CORPORATE OFFICER OF EACH OF THE ACTIVE MEMBERS AS DESCRIBED IN ARTICLE II, SECTION 1. EACH MEMBER OF THE BOARD OF DIRECTORS SHALL BE ELECTED TO A THREE YEAR TERM, AND EACH MEMBER MAY BE RE-ELECTED TO A POSITION ON THE BOARD OF DIRECTORS. (B) CANDIDATES FOR ELECTION TO THE BOARD OF DIRECTORS AND THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS SHALL BE NOMINATED IN ACCORDANCE WITH ARTICLE VII AND SHALL BE ELECTED BY THE ACTIVE MEMBERSHIP AT AN ANNUAL MEETING OF THE BOARD OF DIRECTORS. IN ITS DISCRETION, THE BOARD MAY UTILIZE A MAIL OR ELECTRONIC BALLOT SYSTEM, UNDER SUCH CONDITIONS AS DETERMINED BY THE BOARD, FOR ACTIVE MEMBERS TO ELECT BOARD REPRESENTATIVES SUCH THAT THE ELECTION WILL BE COMPLETED AND THE ELECTION RESULTS CAN BE ANNOUNCED AT THE ANNUAL MEMBERSHIP MEETING. | |
| FORM 990, PART VI, SECTION B, LINE 11 | INFORMATION NEEDED TO COMPLETE FORM 990 IS PULLED TOGETHER AND COMPILED BY THE EXECUTIVE VICE PRESIDENT & COO AND REVIEWED WITH HDMA'S AUDITING FIRM. HDMA'S CEO, EVP & COO, AND DIRECTOR OF FINANCE REVIEW THE SIGNIFICANT FORM 990 INFORMATION AND MEET WITH THE TAX MANAGER FROM OUR AUDITING FIRM TO AGREE ON HOW TO ADDRESS ANY QUESTIONS OR CHANGES IN REQUIREMENTS. | |
| FORM 990, PART VI, SECTION B, LINE 12C | HDMA HAS A WRITTEN CONFLICT OF INTEREST POLICY. ALL EMPLOYEES AND BOARD MEMBERS ARE COVERED BY THE POLICY. A CONFLICT OF INTEREST COMPLIANCE CERTIFICATION IS REQUIRED TO BE SIGNED BY BOTH BOARD MEMBERS (UPON JOINING THE BOARD) AND HDMA STAFF (UPON HIRE). IF A CONFLICT OR POTENTIAL CONFLICT IS IDENTIFIED, HDMA'S CEO AND COO WILL DETERMINE WHAT RESTRICTIONS WILL BE IMPOSED ON THE PERSONS INVOLVED. | |
| FORM 990, PART VI, SECTION B, LINE 15 | COMPENSATION SETTING PROCESS FOR HDMA CEO HDMA'S CEO HAS A FOUR-YEAR EMPLOYMENT CONTRACT. THIS AGREEMENT IS REVIEWED AND AGREED TO BY THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS AND SIGNED BY THE CHAIRMAN OF THE BOARD. EACH YEAR, THE CHAIR AND VICE CHAIR OF THE BOARD REVIEW THE CEO'S PERFORMANCE, PREPARE A WRITTEN PERFORMANCE REVIEW AND DETERMINE THE AMOUNT OF ANY BONUS AND ANNUAL SALARY INCREASE. ANY COMPENSATION CHANGES ARE COMMUNICATED IN WRITING TO THE EXECUTIVE VICE PRESIDENT & COO FOR IMPLEMENTATION. IN SETTING THE CEO'S COMPENSATION, THE EXECUTIVE COMMITTEE UTILIZES AN INDEPENDENT COMPENSATION CONSULTANT AND THE FORM 990 OF OTHER ORGANIZATIONS. COMPENSATION SETTING PROCESS FOR OTHER HDMA KEY EMPLOYEES THE CEO, EVP & COO, AND THE DIRECTOR OF ADMINISTRATION AND HUMAN RESOURCES REVIEW ALL OTHER STAFF COMPENSATION AT THE END OF EACH CALENDAR YEAR. A WRITTEN PERFORMANCE APPRAISAL IS REQUIRED FOR EACH EMPLOYEE. A MATRIX IS PREPARED BY THE DIRECTOR OF ADMINISTRATION AND HUMAN RESOURCES (AND APPROVED BY THE CEO AND EVP & COO)OUTLINING THE PERCENTAGE SALARY INCREASE THAT WILL BE AWARDED TO EMPLOYEES BASED ON THE NUMERICAL PERFORMANCE APPRAISAL RECEIVED BY EACH STAFF MEMBER. THIS MATRIX IS DEVELOPED BASED ON THE AMOUNT OF MONEY BUDGETED AND AVAILABLE FOR SALARY INCREASES. THE OVERALL PERFORMANCE RATINGS FOR ALL EMPLOYEES ARE REVIEWED BY THE SENIOR MANAGEMENT TEAM TO ENSURE AS MUCH CONSISTENCY IN RATINGS ACROSS DEPARTMENTS AS POSSIBLE. EACH POSITION HAS A SALARY RANGE, WHICH IS UPDATED BY AN INDEPENDENT OUTSIDE CONSULTANT APPROXIMATELY EVERY THREE YEARS. THE CEO, EVP & COO, AND THE DIRECTOR OF ADMINISTRATION AND HUMAN RESOURCES ALSO LOOKS AT WHERE EMPLOYEES COMPENSATION FALLS WITHIN THEIR SALARY RANGES (BASED UPON THE MOST RECENT JOB DESCRIPTIONS) AND MAKE RECOMMENDATIONS TO THE CEO ON ANY PARITY ADJUSTMENTS, ON A CASE-BY-CASE BASIS. IN ADDITION, ALL SUPERVISORS WHO REQUEST ANNUAL BONUSES FOR ANY OF THEIR EMPLOYEES MUST SUBMIT A WRITTEN PROPOSAL. THESE PROPOSALS ARE REVIEWED BY THE CEO, EVP & COO, AND THE DIRECTOR OF ADMINISTRATION AND HUMAN RESOURCES AND APPROVED BY THE CEO. | |
| FORM 990, PART VI, SECTION C, LINE 19 | THEY ARE NOT MADE AVAILABLE TO THE PUBLIC. | |
| CHANGES IN NET ASSETS OR FUND BALANCES: | FORM 990, PART XI, LINE 5: | NET UNREALIZED GAINS ON INVESTMENTS: 1,000,710. |
| FORM 990, PART XI, LINE 2C | THE AUDIT OVERSIGHT PROCESS HAS NOT CHANGED FROM THE PRIOR YEAR. |
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