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 3 | THE ORGANIZATION USES AN OUTSIDE MANAGEMENT COMPANY, ADP TOTALSOURCE, INC., A PROFESSIONAL EMPLOYER ORGANIZATION ("PEO") AS A CO-EMPLOYER. THE FOUR OFFICERS LISTED IN PART VII, ROBERT L. VETERE, ANDREW DARMOHRAJ, EINAR ROD, AND ANNE FERRANTE AS WELL AS EDITH MARTIGNETTI, TRACEY M. WILSON, MARIAN T. THIELSEN, MIRANDA JAFFE, AND ROSE M. RIGANO ARE PAID BY THE PEO. THEIR CALENDAR YEAR 2018 COMPENSATION IS REPORTED IN PART VII, SECTION A AS WELL AS SCHEDULE J, PART II (AS APPLICABLE). |
| FORM 990, PART VI, SECTION A, LINE 4 | THE BOARDS MEMBERS VOTED TO AMEND BY-LAWS TO PROVIDE EACH DIRECTOR TO SERVE 3 CONSECUTIVE TERMS NOT EXCEEDING 9 YEARS. |
| FORM 990, PART VI, SECTION A, LINE 6 | CLASSIFICATION. MEMBERSHIP IN THIS ASSOCIATION SHALL BE DIVIDED INTO THE ACTIVE MEMBERSHIP CLASS AND SUCH OTHER MEMBERSHIP CLASSES AS SHALL BE ESTABLISHED BY THE BOARD. THE BOARD OF DIRECTORS SHALL ESTABLISH OTHER MEMBERSHIP CLASSES, HAVING NO VOTE, WHICH THE BOARD DEEMS NECESSARY OR APPROPRIATE FOR THE GOOD AND WELFARE OF THE INDUSTRY. DESIGNATIONS, QUALIFICATIONS AND OTHER MEMBERSHIP RIGHTS FOR SUCH CLASSES SHALL BE ESTABLISHED BY THE BOARD. QUALIFICATION FOR ACTIVE MEMBERSHIP. (A) ANY FIRM, PARTNERSHIP, JOINT-VENTURE, CORPORATION OR OTHER BUSINESS ENTITY SEVENTY-FIVE PERCENT (75%) OF WHOSE WORLDWIDE PET PRODUCT REVENUE IS DERIVED FROM THE MANUFACTURING OR IMPORTING OF PET PRODUCTS (WHICH INCLUDES, BUT IS NOT LIMITED TO, TRADE AND CONSUMER PUBLICATIONS RELATING TO THE PET INDUSTRY SO LONG AS SEVENTY-FIVE PERCENT (75%) OF SAID PUBLICATION'S REVENUE IS DERIVED FROM THE PET INDUSTRY), AND HAS MANUFACTURING OR WAREHOUSING FACILITIES IN THE UNITED STATES, ITS TERRITORIES OR ITS POSSESSIONS (COLLECTIVELY HEREINAFTER CALLED A BUSINESS ENTITY), MAY BE ELIGIBLE FOR ACTIVE MEMBERSHIP IN THIS ASSOCIATION, PROVIDED THAT IT FURNISHES SATISFACTORY EVIDENCE THAT IT COMPLIES WITH THE REQUIREMENTS OF PARAGRAPHS (A), (B), (C) AND (D) OF THIS SECTION. (B) THAT SUCH APPLICANT'S PET PRODUCTS HAVE BEEN SOLD TO MANUFACTURERS, RETAILERS OR DISTRIBUTORS TO RETAILERS BY THE APPLICANT WITHIN THE UNITED STATES AND/OR POSSESSIONS OR TERRITORIES FOR USE AS PET PRODUCTS PRIOR TO APPLYING FOR MEMBERSHIP. (C) THAT THE BUSINESS ENTITY DERIVES NO MORE THAN TWENTY-FIVE PERCENT (25%) OF ITS REVENUE AS A MANUFACTURER'S REPRESENTATIVE, BROKER, COMMISSION MERCHANT, AGENT, WHOLESALER, DISTRIBUTOR, OR RETAILER. (D) THAT AT THE TIME APPLICATION FOR MEMBERSHIP IS MADE, SUCH APPLICANT HAS BEEN ACTIVELY ENGAGED (I.E., MAKING BONA FIDE SALES AND SHIPMENTS EXCLUSIVE OF SAMPLES AND CONSIGNMENTS) IN THE BUSINESS OF MANUFACTURING OR IMPORTING TRADEMARKED PET PRODUCTS, WITHIN THE UNITED STATES ITS TERRITORIES AND/OR ITS POSSESSIONS PRIOR TO THE DATE OF APPLICATION FOR MEMBERSHIP IN THIS ASSOCIATION. (E) A FULLY COMPLETED, WRITTEN APPLICATION OR REAPPLICATION FOR MEMBERSHIP MUST BE RECEIVED BY THE ASSOCIATION WITHIN A TIME FRAME ESTABLISHED BY THE BOARD. |
| FORM 990, PART VI, SECTION A, LINE 7A | AT THE ANNUAL MEETING, ACTIVE MEMBERS SHALL NOMINATE AND ELECT A SUFFICIENT NUMBER OF DIRECTORS TO REPLACE ALL DIRECTORS WHOSE TERMS ARE EXPIRING, AND SHALL TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. EACH ACTIVE MEMBER SHALL HAVE ONE (1) VOTE WHICH MAY BE CAST BY PROXY OR IN PERSON BY THE MEMBER OR A DESIGNATED REPRESENTATIVE THEREOF UPON ANY QUESTION COMING BEFORE ANY MEETING OF THE MEMBERS EXCEPT THAT NO PROXY VOTES WILL BE ACCEPTED AT A SPECIAL MEETING CALLED UPON DEMAND OF THE MEMBERSHIP. |
| FORM 990, PART VI, SECTION A, LINE 7B | AMENDMENTS TO THE BY-LAWS MAY BE PROPOSED BY THE BOARD OF DIRECTORS OR UPON THE WRITTEN AND SIGNED PETITION OF TWENTY (20) MEMBERS OF THE ASSOCIATION. AMENDMENTS TO THE BY-LAWS MAY BE ADOPTED BY A MAJORITY VOTE OF THE ACTIVE MEMBERS VOTING AT ANY MEMBERSHIP MEETING PROVIDED THAT EACH SUCH AMENDMENT SHALL HAVE FIRST BEEN SUBMITTED IN WRITING TO THE ENTIRE MEMBERSHIP NOT LESS THAN FOURTEEN (14) DAYS PRIOR TO THE MEETING AT WHICH SUCH AMENDMENTS ARE TO BE VOTED UPON. AMENDMENTS MAY ALSO BE ADOPTED BY A MAIL BALLOT OF THE MEMBERSHIP PROVIDED THAT EACH SUCH AMENDMENT SHALL BE SUBMITTED TO THE ENTIRE MEMBERSHIP IN WRITING AND SHALL BE MAILED TO THE MEMBERSHIP NOT LESS THAN FOURTEEN (14) DAYS BEFORE SUCH MAIL BALLOTS ARE TO BE COUNTED. THE VOTE OF A MAJORITY OF THOSE RESPONDING BY MAIL (WHICH MUST BE AT LEAST TWENTY FIVE PERCENT (25%) OF THE MEMBERSHIP), SHALL BE NECESSARY FOR THE ADOPTION OF ANY AMENDMENT BY MAIL BALLOT. |
| FORM 990, PART VI, SECTION B, LINE 11B | AMERICAN PET PRODUCTS ASSOCIATION, INC. HAS ITS FORM 990 PREPARED BY AN OUTSIDE ACCOUNTING FIRM AND HAS ESTABLISHED THE FOLLOWING REVIEW PROCESS TO ENSURE THAT THE INFORMATION REPORTED IS COMPLETE AND ACCURATE. WHEN THE FORM 990 HAS BEEN PREPARED, THE AUDIT COMMITTEE HAS THE RESPONSIBILITY FOR THE DETAILED REVIEW OF THE DRAFT DOCUMENT. WHEN THE FORM IS READY TO BE FILED WITH THE INTERNAL REVENUE SERVICE, IT IS ELECTRONICALLY SENT TO THE BOARD FOR APPROVAL. ANY COMMENTS OR CLARIFICATION ARE ADDRESSED BEFORE THE FILING OF THE RETURN. ONCE THE BOARD HAS APPROVED THE RETURN IT IS FILED WITH THE INTERNAL REVENUE SERVICE. |
| FORM 990, PART VI, SECTION B, LINE 12C | IN CARRYING OUT THEIR FUNCTIONS FOR APPA, MEMBERS OF THE BOARD OF DIRECTORS AND KEY EMPLOYEES ARE REQUIRED TO ADHERE TO A DUTY OF LOYALTY, WHICH REQUIRES THEM TO ACT IN THE INTEREST OF APPA, NOT IN THEIR OWN INTEREST, OR IN THE INTEREST OF ANOTHER ENTITY OR PERSON. NO OFFICER, DIRECTOR OR KEY EMPLOYEE MAY ENGAGE IN ANY TRANSACTION OR UNDERTAKE ANY POSITIONS WITH OTHER ORGANIZATIONS THAT INVOLVE A CONFLICT OF INTEREST EXCEPT IN COMPLIANCE WITH THIS POLICY. CONFLICTS OF INTEREST INVOLVING AN OFFICER, DIRECTOR OR KEY EMPLOYEE ARE NOT INHERENTLY ILLEGAL NOR ARE THEY TO BE CONSIDERED AS A REFLECTION ON THE INTEGRITY OF THE INDIVIDUAL INVOLVED. EVERY PERSON COVERED BY THIS POLICY SHALL: DISCLOSE TO THE BOARD ALL RELEVANT FACTS OF ANY ACTUAL AND POTENTIAL CONFLICTS OF INTEREST; ABSTAIN FROM VOTING ON OR APPROVING ANY TRANSACTION OR ARRANGEMENT IN WHICH THE INDIVIDUAL HAS AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST; COMPLETE AN ANNUAL CONFLICT OF INTEREST DISCLOSURE FORM TO BE SUBMITTED TO THE BOARD. UPON DISCLOSURE, THE BOARD SHALL PROVIDE A DISINTERESTED REVIEW OF THE MATTER. |
| FORM 990, PART VI, SECTION B, LINE 15 | APPA USES AN INDEPENDENT PROFESSIONAL COMPENSATION CONSULTANT, JER HR GROUP LLC, THAT PREPARES A COMPENSATION STUDY FOR THE GEOGRAPHICAL AREA AND INDUSTRY TYPE. THE CONSULTANT'S RECOMMENDATIONS ARE INCORPORATED INTO THE DECISION REGARDING COMPENSATION TO THE PRESIDENT/CEO AND COO'S COMPENSATION AND BONUS. THE EXECUTIVE COMMITTEE REVIEWS AND APPROVES THE PRESIDENT/CEO'S SALARY. IN ADDITION, THEY APPROVE THE ANNUAL PERCENTAGE INCREASE FOR THE REMAINING STAFF. THIS OCCURRED DURING AN EXECUTIVE SESSION AND WAS NOT CAPTURED/DOCUMENTED IN THE MINUTES. THIS PROCESS WAS LAST UNDERTAKEN IN 2016. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE FORM 990 IS AVAILABLE FOR PUBLIC INSPECTION AS REQUIRED UNDER SECTION 6104 OF THE INTERNAL REVENUE SERVICE CODE. THE FORM 990 IS POSTED ON GUIDESTAR.ORG AND OTHER SIMILAR WEBSITES. IN ADDITION, FORMS 990 AND 1024, AS WELL AS THE FINANCIAL STATEMENTS, CONFLICT OF INTEREST POLICY, ARTICLES OF INCORPORATION AND BY-LAWS ARE AVAILABLE UPON REQUEST OF THE ORGANIZATION AT APPA HEADQUARTERS LOCATED AT 225 HIGH RIDGE ROAD, SUITE W200, STAMFORD, CT 06905, OR BY CALLING THE ORGANIZATION AT 203-532-0000. |
| FORM 990, PART XII, LINE 2C: | THE ORGANIZATION'S AUDIT COMMITTEE REVIEWS THE FINANCIAL STATEMENTS AND COMMUNICATIONS FROM AUDITORS. THE PROCESS FOR SELECTING THE AUDITOR AND OVERSIGHT OF THE AUDIT HAS NOT CHANGED IN THE CURRENT YEAR. |
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