Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at| Return Reference | Explanation |
|---|---|
| FORM 990, PART VI, SECTION A, LINE 6 | MEMBERSHIP IN THE ORGANIZATION CONSISTS OF MANUFACTURERS, SUPPLIERS, MARKETERS AND INTERNATIONAL ORGANIZATIONS IN THE LUBRICANT INDUSTRY. |
| FORM 990, PART VI, SECTION A, LINE 7A | DIRECTORS ARE ELECTED ANNUALLY BY THE MANUFACTURING MEMBERS TO FILL THE EXPIRED TERMS ON THE BOARD OF DIRECTORS. EACH MANUFACTURING MEMBER MAY CAST A TOTAL OF FIVE VOTES. HOWEVER, NO MANUFACTURING MEMBER MAY CAST MORE THAN ONE VOTE FOR ANY ONE NOMINEE. THE FIVE NOMINEES RECEIVING THE HIGHEST NUMBER OF VOTES SHALL BE ELECTED TO THE BOARD OF DIRECTORS. DIRECTORS SHALL SERVE THREE-YEAR, STAGGERED TERMS EFFECTIVE AT THE BOARD OF DIRECTORS MEETING IMMEDIATELY AFTER THE ANNUAL MEETING. |
| FORM 990, PART VI, SECTION B, LINE 11 | EXECUTIVE DIRECTOR REVIEWS AND APPROVES 990 BEFORE IT IS FILED. |
| FORM 990, PART VI, SECTION B, LINE 12C | PERIODIC REVIEWS ARE HELD TO CONDUCTED FOR MONITORING PROPOSED OR ONGOING TRANSACTIONS FOR CONFLICTS OF INTEREST. THE PROCEDURES FOR ADDRESSING THE CONFLICT OF INTEREST ARE AS FOLLOWS: (A) AN INTERESTED PERSON MAY MAKE A PRESENTATION AT THE 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. (B) THE CHAIRPERSON OF THE BOARD OR COMMITTEE SHALL, IF APPROPRIATE, APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT. (C) AFTER EXERCISING DUE DILIGENCE, THE BOARD OR COMMITTEE SHALL DETERMINE WHETHER ILMA 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. (F) IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLE POSSIBLE UNDER CIRCUMSTANCES NOT PRODUCING A CONFLICT OF INTEREST, THE BOARD OR COMMITTEE SHALL DETERMINE BY A MAJORITY VOTE OF THE DISINTERESTED DIRECTORS OR COMMITTEE MEMBERS WHETHER THE TRANSACTION OR ARRANGEMENT IS IN ILMA'S BEST INTEREST, FOR ITS OWN BENEFIT, AND WHETHER IT IS FAIR AND REASONABLE. IN CONFORMITY WITH THE ABOVE DETERMINATION, ILMA SHALL MAKE ITS DECISION AS TO WHETHER TO ENTER INTO THE TRANSACTION OR ARRANGEMENT. "INTERESTED PERSON" ARE ANY ILMA DIRECTOR, OFFICER OR MEMBER OF A COMMITTEE WITH BOARD OF DIRECTORS ("BOARD") DELEGATED POWERS, WHO HAS A DIRECT OR INDIRECT FINANCIAL. IF THE BOARD OR COMMITTEE DETERMINES THE MEMBER HAS FAILED TO DISCLOSE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, IT SHALL TAKE APPROPRIATE DISCIPLINARY AND CORRECTIVE ACTION. |
| FORM 990, PART VI, SECTION B, LINE 15A | THE FINANCE COMMITTEE REVIEWS THE EXECUTIVE DIRECTOR'S THREE-YEAR EMPLOYMENT CONTRACT, WHICH INCLUDES SALARY INFORMATION. THIS CONTRACT IS ULTIMATELY APPROVED BY THE EXECUTIVE COMMITTEE. BONUSES ARE REVIEWED ANNUALLY IN DECEMBER BY THE EXECUTIVE COMMITTEE AND ARE NOT GUARANTEED. |
| FORM 990, PART VI, SECTION C, LINE 19 | ORGANIZATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE MADE AVAILABLE TO THE PUBLIC UPON REQUEST. |
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