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 | At the January 23, 2020 meeting of the Board of Directors, amended bylaws were approved with an effective date of January 1, 2021 though the Association began implementing several of the changes in 2020. Changes meeting the criteria for disclosure on this form include the following: 1. Mission/objectives: Removal of "conduct and promote scientific and technical research". 2. Classes of membership and voting rights redefined: Previously the 3 membership classes included general members, associate members and chain restaurant corporate headquarter members and both general and chain restaurant corporate headquarter members had voting rights. New membership classes include core, retailer and ally members. Voting members include only core members with annual total sales of at least $1 billion in addition to 1-10 directors who many be elected from other core members to increase balance and representation in terms of size and product categories. The classes of membership are outlined in more detail in the response to the question on the Form 990 in Part VI, Section A, line 6. 3. Terms of office: Chair and Vice Chair were previously limited to one term of two years; Secretary and Treasurer were previously stated to have a 2 year term. 4. Only core members will be eligible to serve on board committees including the executive, compensation, finance and audit and nominating and membership committees. |
| Form 990, Part VI, Section A, line 6 | There are three categories of membership in CBA: Under the terms of the bylaws approved in January 2020 with an effective date of Jan. 1, 2021, membership classes include the following: 1. Core members: Entities engaged in the manufacture of consumer packaged goods. 2. Retailer members: Entities engaged in the sale of products to consumers. Retailer members also may engage in the manufacturer of consumer packaged goods for their owned brands. 3. Ally members: Entities engaged in providing products, services and/or solutions to Core members or the consumer packaged goods industry generally and interested in the well-being and success of Core members and the industry. Under the terms of the prior bylaws, membership classes include the following: 1. General members: General membership is limited to 1) entities engaged in the manufacture of food, beverage and consumer products; 2) sales agencies engaged in sales and marketing or merchandising of food, beverage and consumer products; and 3) suppliers by invitation only. General members can participate on councils and committees, ultimately helping to drive CBA's agenda. 2. Associate members: Associate membership is limited to entities engaged in providing products or services to the food, beverage and consumer products industry and interested in the well-being and success of grocery product manufacturers. 3. Chain Restaurant Corporate Headquarters Members: Any company actively and regularly engaged in furnishing food and/or beverage retail services to the public at multiple locations ("chain restaurants") is qualified to become a Chain Restaurant Corporate headquarters member. During 2020, the Association began implementing the membership class changes. Subsequent to December 31, 2020, the ally and retailer membership classes were eliminated and an individual member class created for any individual committed to the objectives of the Association and who satisfies the requirements which may be established by the Board. |
| Form 990, Part VI, Section A, line 7a | The governing body of CBA is its Board of Directors. Under the bylaws effective in 2020, the directors of the Board are elected by the Members of the Association at an Annual Meeting of Members. The Nominating Committee, the members of which are elected by the Board, shall propose candidates for election as directors and shall propose candidates for election as officers. The Nominating Committee also proposes candidates for election by the Board to the Executive Committee and the Finance and Audit Committee as vacancies occur. Members of the Board are generally elected to two-year terms but there is no limit to the number of terms an individual director may serve. Officers, including the Chair, Vice Chair, Secretary and Treasurer, shall be elected for a term of two years. Under the bylaws approved January 2020 with an effective date of January 1, 2021, voting members include Core members with annual total sales of at least $1 billion. Each voting member in good standing shall be entitled to elect one director who will be its representative and to vote for the election of At-Large Directors. From one to ten At-Large Directors may be elected from the Core members who are not voting members to assure a balance of representation in terms of size and product categories. Voting members shall have terms of two years. |
| Form 990, Part VI, Section B, line 11b | CBA's Federal Form 990 is reviewed by the Director of Accounting and by general counsel. Such review takes place upon receipt of the draft Form 990 received from the independent public accounting firm who conducts the consolidated financial statement audit of CBA. The review involves comparison of financial data in the Form 990 with the audited financial statements and the books and records of CBA and review of all narrative information for accuracy and completeness by the appropriate CBA staff. |
| Form 990, Part VI, Section B, line 12c | CBA has a written conflict of interest policy for the board though members were not asked to sign the form. In addition to the written conflict of interest policy, CBA's in-house legal counsel regularly reviews antitrust and conflict of interest policies at board meetings and most committee meetings. Members of the CBA Finance and Audit Committee shall make an initial determination as to whether a conflict exists and what subsequent action is appropriate, if any. The CBA Finance and Audit Committee shall inform the Board of such determination and action. The Board shall retain the right to modify or reverse such determination and action, and shall retain the ultimate enforcement authority with respect to the interpretation and application of this policy. |
| Form 990, Part VI, Section B, line 15a | Specific to the President and CEO, a salary survey was obtained in 2018. The total 2020 compensation was reviewed and approved by the compensation committee of the Board of Directors. Compensation recommendations for other officers and key employees are reviewed and approved by CBA's CEO. |
| Form 990, Part VI, Section C, line 19 | CBA makes its Form 990 available upon request. Audited financial statements and governing documents may be made available upon CBA's consideration of the request. |
| Form 990, Part IX, line 11g | Temporary help 21,903. Payroll administrative fees 16,405. Recruiting fees 3,415. Other consulting fees 1,648,554. |
| Form 990, Part XI, line 9: | Unrecognized actuarial loss -242,827. |
| Form 990, Part XII, Line 2c: | The Finance and Audit Committee of the Consumer Brands Association is responsible, annually, for the approval of the independent public accounting firm who conducts the consolidated financial statement audit of CBA and for the approval of the consolidated financial statements. This process is unchanged from the prior year. |
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