Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at| Return Reference | Explanation |
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| FORM 990, PART VI, SECTION A, LINE 1 | THE CHAIRMAN OF THE BOARD, CHAIRMAN-ELECT, VICE CHAIRMAN, IMMEDIATE PAST CHAIRMAN, SECRETARY-TREASURER, AND FOUR (4) DIRECTORS, TWO (2) EACH TO BE ELECTED FROM AMONG (I) DIRECTORS HOLDING A EUROPEAN FRANCHISE, AND (II) DIRECTORS HOLDING AN ASIAN FRANCHISE, SHALL SERVE, WITH VOTE, ON THE EXECUTIVE COMMITTEE. IN NO EVENT SHALL ANY MEMBER HAVE MORE THAN ONE (1) VOTE ON THE EXECUTIVE COMMITTEE. DURING THE INTERVALS BETWEEN THE MEETINGS OF THE BOARD OF DIRECTORS, THE EXECUTIVE COMMITTEE SHALL POSSESS AND EXERCISE ALL THE POWERS OF THE BOARD OF DIRECTORS IN THE MANAGEMENT AND DIRECTION OF THE AFFAIRS OF THE ASSOCIATION, EXCEPT TO THE EXTENT LIMITED BY THE VIRGINIA NON-STOCK CORPORATION ACT. THE ACTIONS OF THE EXECUTIVE COMMITTEE SHALL BE REPORTED TO THE BOARD OF DIRECTORS AT ITS MEETING NEXT SUCCEEDING SUCH ACTION, AND SHALL BE SUBJECT TO REVISION AND ALTERATION BY A TWO-THIRDS (2/3) VOTE BY THE BOARD, PROVIDED THAT NO RIGHTS OF THIRD PARTIES SHALL BE ADVERSELY AFFECTED BY SUCH REVISION OR ALTERATION. REGULAR MINUTES OF THE MEETINGS OF THE EXECUTIVE COMMITTEE SHALL BE KEPT IN THE BOOK PROVIDED FOR THAT PURPOSE, AND SHALL BE REPORTED TO THE MEMBERS OF THE BOARD OF DIRECTORS AS SOON AS PRACTICABLE AFTER EACH MEETING OF THE EXECUTIVE COMMITTEE. |
| FORM 990, PART VI, SECTION A, LINE 6 | REGULAR MEMBERS: ANY INDIVIDUAL, PARTNERSHIP, TRUST, FIRM OR CORPORATION WHICH IS OPERATING AT A PERMANENTLY ESTABLISHED PLACE OF BUSINESS ANYWHERE WITHIN THE BOUNDARIES OF THE UNITED STATES OF AMERICA, UNDER AN AUTHORIZED FRANCHISE CURRENTLY IN FORCE FOR THE RETAIL SALE OF INTERNATIONAL AUTOMOBILES AND/OR TRUCKS, SHALL BE ELIGIBLE TO MEMBERSHIP IN THIS ASSOCIATION. ASSOCIATE MEMBERS: MAY BE ADMITTED TO ASSOCIATE MEMBERSHIP IN THE ASSOCIATION, WITHOUT RIGHT TO VOTE, BUT WITH SUCH OTHER RIGHTS AND PRIVILEGES AND UPON SUCH TERMS AS THE BOARD OF DIRECTORS MAY FROM TIME TO TIME PRESCRIBE. SECTION MEMBERS: THE BOARD MAY FROM TIME TO TIME, ON SUCH TERMS AND CONDITIONS AS IT MAY DETERMINE, CREATE SECTIONS OF SPECIAL PURPOSE NON-VOTING MEMBERSHIPS, SUCH AS EMPLOYEES, STUDENTS, RETIREES OR OTHERS, WITH SUCH RIGHTS AND PRIVILEGES NOT INCLUDING VOTING, AS THE BOARD MAY DETERMINE, TO FURTHER THE PURPOSES OF THE ASSOCIATION. |
| FORM 990, PART VI, SECTION A, LINE 7A | REGULAR MEMBERS MAY VOTE ON THE ELECTION OF BOARD MEMBERS. |
| FORM 990, PART VI, SECTION B, LINE 11 | THE PRESIDENT AND VICE PRESIDENT OF ADMINISTRATION WILL REVIEW THE FORM 990 IN DETAIL PRIOR TO FILING. |
| FORM 990, PART VI, SECTION B, LINE 12C | THE AIADA POLICY STATEMENT ON FIDUCIARY DUTIES AND CONFLICT OF INTEREST SHALL BE IN EFFECT AT ALL AIADA BOARD OF DIRECTOR MEETINGS TO PROPERLY GUIDE DIRECTORS IN THEIR DELIBERATIONS. AIADA AND ITS MEMBERS UNDERSTAND THAT AIADA DIRECTORS TEND TO BE ACTIVE AUTOMOBILE INDUSTRY LEADERS, USUALLY ENGAGED IN, AND COMMITTED TO, A VARIETY OF INDUSTRY ASSOCIATIONS, WHO CONTRIBUTE TO FEDERAL POLITICAL ACTION COMMITTEES, INCLUDING DEAC AND AFIT-PAC. AIADA DIRECTORS HAVE FIDUCIARY OBLIGATIONS TO AIADA. IF AN AIADA DIRECTOR ALSO SERVES AS A DIRECTOR OF ONE OR MORE AUTOMOBILE INDUSTRY ASSOCIATIONS OR PACS, HE OR SHE MUST GIVE PRIMARY FOCUS TO, AND ABIDE BY, THE FIDUCIARY DUTIES OF THE BOARD, AT WHOSE MEETING THEY ARE ATTENDING AT THE TIME. SHOULD AN AIADA DIRECTOR FIND A CONFLICT BETWEEN ANY TWO OR MORE BOARDS ON WHICH HE OR SHE SITS, THE AIADA DIRECTOR WILL DISCLOSE THE CONFLICT, AND, WHERE APPROPRIATE, RECUSE HIMSELF OR HERSELF FROM THE DISCUSSION OR VOTE ON THE MATTER IN CONFLICT. |
| FORM 990, PART VI, SECTION B, LINE 15A | THE ASSOCIATION PRESIDENT IS EMPLOYED UNDER THE TERMS OF AN EMPLOYMENT CONTRACT. THE CONTRACT IS REVIEWED AND RE-EVALUATED BY THE THE BOARD OF DIRECTORS EVERY THREE YEARS; THE LAST REVIEW WAS COMPLETED IN 2012. IN ORDER TO ESTABLISH COMPENSATION FOR THE PRESIDENT, THE ORGANIZATION USES A WRITTEN EMPLOYEE CONTRACT, COMPENSATION SURVEY, AND APPROVAL BY THE EXECUTIVE COMMITTEE. ALL OTHER EMPLOYEES' COMPENSATION ARE BASED ON MERIT DETERMINED FROM A FORMAL INTERNAL ANNUAL EMPLOYEE PERFORMANCE REVIEW. CHANGES TO EMPLOYEE COMPENSATION MAY ALSO BE MADE DURING THE YEAR BASED ON PROMOTIONS OR CHANGES IN RESPONSIBILITY. THE PRESIDENT HAS THE AUTHORITY TO CHANGE, MODIFY OR APPROVE COMPENSATION CHANGES AT ANY TIME WITH OR WITHOUT NOTICE. THE PROCESS WAS LAST UNDETAKEN IN 2014. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. |
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