Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| FORM 990, PART VI, SECTION A, LINE 4 | ILMA MEMBERS VOTED IN 2018 TO CHANGE THE BYLAWS TO EXPAND THE BOARD OF DIRECTORS FROM 15 TO UP TO 18 MEMBERS. IN ADDITION, ILMA REVISED QUALIFICATIONS FOR OUR (VOTING) MANUFACTURING MEMBERS AND BIFURCATED THE SUPPLIER MEMBER CATEGORY CREATING A DISTINCTION BETWEEN SERVICES AND PRODUCTS. IN ADDITION, THE NAME OF THE "MARKETING" CATEGORY WAS CHANGED TO "DISTRIBUTOR." |
| FORM 990, PART VI, SECTION A, LINE 6 | MEMBERSHIP IN THE ORGANIZATION CONSISTS OF MANUFACTURERS, SUPPLIERS, MARKETERS AND INTERNATIONAL ORGANIZATIONS IN THE LUBRICANT AND OIL 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 11B | CHIEF EXECUTIVE OFFICER, PRESIDENT AND TREASURER WILL REVIEW AND APPROVE 990 BEFORE IT IS FILED FOR 2018. |
| FORM 990, PART VI, SECTION B, LINE 12C | PERIODIC REVIEWS ARE HELD AND 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. (D) 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 15 | THE EXECUTIVE COMMITTEE REVIEWS THE CHIEF EXECUTIVE OFFICER EMPLOYMENT CONTRACT, WHICH INCLUDES SALARY AND BENEFIT INFORMATION. THIS CONTRACT IS ULTIMATELY APPROVED BY THE EXECUTIVE COMMITTEE. BONUSES ARE REVIEWED ANNUALLY IN JANUARY BY THE EXECUTIVE COMMITTEE AND ARE NOT GUARANTEED. WHEN A NEW CEO IS HIRED THE EXECUTIVE COMMITTEE HIRES A SEARCH FIRM, THE FINAL CANDIDATES ARE INTERVIEWED BY THE EXECUTIVE COMMITTEE AND THE FINAL CANDIDATE IS APPROVED BY THE ENTIRE BOARD OF DIRECTORS. THIS CONTRACT IS A FIVE- YEAR CONTRACT. PROFESSIONAL DEVELOPMENT FIRMS ALONG WITH THE SEARCH FIRM SUPPLY COMPARABILITY DATA FOR COMPENSATION, ASAE AND QUATT ARE SOURCES FOR COMPENSATION GUIDELINES. DOCUMENTATION IS IN THE EXECUTIVE COMMITTEE AND BOARD OF DIRECTOR'S MINUTES. THIS PROCESS LAST TOOK EFFECT IN 2018. THE CHIEF EXECUTIVE OFFICER REVIEWED ALL STAFF MEMBERS' COMPENSATION, USING ASAE INFORMATION; AND THE EXECUTIVE COMMITTEE REVIEWED THE CEO'S COMPENSATION. ALL DECISIONS ARE DOCUMENTED IN MINUTES OR EMAILS. THIS PROCESS LAST TOOK EFFECT IN 2018. |
| 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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