Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
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| FORM 990, PART VI, SECTION A, LINE 6 | MEMBERSHIP MAY BE OF EITHER OF THREE CLASSES: ACTIVE MEMBERSHIP, HONORARY MEMBERSHIP AND ASSOCIATE MEMBERSHIP. ACTIVE MEMBERSHIP SHALL BE COMPOSED OF CORPORATIONS, FIRMS AND INDIVIDUALS, SIGNATORY TO A COLLECTIVE BARGAINING AGREEMENT WHO CONTRACT TO FURNISH AND INSTALL PIPING SYSTEMS, OR PARTS THEREOF, FOR STEAM, WATER, AIR, BRINE, AMMONIA, OIL, OR OTHER COMMERCIAL PRODUCTS OR PRODUCTS IN COURSE OF MANUFACTURE, AND INCLUDES SYSTEMS OF STEAM AND HOT WATER HEATING, COOLING VENTILATING, REFRIGERATION, AIR CONDITIONING, POWER PIPING, INDUSTRIAL AND PROCESS PIPING, SPRINKLER PIPING, TEMPERATURE CONTROL PIPING, HIGH AND LOW PRESSURE BOILERS, STOKERS, OIL BURNING UNITS, PNEUMATIC AND HYDRAULIC POWER PIPING, AND INSULATION, PAINTING AND SHEET METAL WORK AS REQUIRED BY SUCH INSTALLATIONS, WITH FACILITIES FOR CONSTRUCTING WORK AS ABOVE DESIGNATED, AND WHOSE REPRESENTATIVES SHALL HAVE BEEN ELECTED AS REQUIRED BY, AND WHO SHALL COMPLY WITH THE CONDITIONS AND REQUIREMENTS OF MEMBERSHIP. HONORARY MEMBERSHIP MAY BE CONFERRED BY AFFIRMATIVE VOTE OF NOT LESS THAN TWO-THIRDS (2/3) OF THE ACTIVE MEMBERSHIP IN GOOD STANDING UPON ANY INDIVIDUAL WHO MAY HAVE DISTINGUISHED HIMSELF IN THE HEATING, PIPING, AIR CONDITIONING AND SHEET METAL INDUSTRY, WITHOUT INCURRING FINANCIAL OBLIGATIONS, AND WITHOUT CONFERRING THE RIGHT TO VOTE OR TO HOLD OFFICE. ASSOCIATE MEMBERSHIP MAY BE CONFERRED BY RECOMMENDATION OF THE BOARD OF DIRECTORS AND APPROVED AT A REGULAR MEMBERSHIP MEETING. ASSOCIATE MEMBERSHIP SHALL BE LIMITED TO PERSONS ACTIVELY ENGAGED IN ANY ALLIED OR KINDRED INDUSTRY DOING BUSINESS WITH MEMBERS OF THIS ASSOCIATION. MEMBERS SHALL NOT HAVE THE RIGHT TO VOTE, TO HOLD OFFICE OR TO SERVE ON THE BOARD OF DIRECTORS. |
| FORM 990, PART VI, SECTION A, LINE 7A | ACTIVE MEMBERS ELECT MEMBERS OF THE GOVERNING BODY. |
| FORM 990, PART VI, SECTION A, LINE 7B | THESE BYLAWS MAY BE REVISED OR AMENDED BY A TWO-THIRDS AFFIRMATIVE VOTE OF THE MEMBERS IN GOOD STANDING PRESENT AT A MEETING DESIGNATED FOR SUCH ACTION, PROVIDED THAT NOTICE OF SUCH PROPOSED ACTION SHALL HAVE BEEN GIVEN TO EACH MEMBER IN GOOD STANDING OF THE ASSOCIATION AT LEAST FIVE DAYS PRIOR TO THE DATE OF SUCH MEETING. |
| FORM 990, PART VI, SECTION B, LINE 11B | THE PREPARED FORM 990 IS REVIEWED BY THE ORGANIZATION'S GOVERNING BODY AND MANAGEMENT BEFORE THE RETURN IS FILED WITH THE IRS. |
| FORM 990, PART VI, SECTION B, LINE 12C | DISCLOSURE OF FINANCIAL INTEREST: IF, AT ANY TIME, AN INTERESTED PERSON BECOMES AWARE THAT THE BOARD MAY OR SHALL DISCUSS OR ACT UPON ANY TRANSACTION OR ARRANGEMENT WHICH MAY HAVE ANY BEARING OF ANY KIND UPON, OR MAY RELATE IN ANY MANNER TO, A FINANCIAL INTEREST OF THE INTERESTED PERSON, SUCH INTERESTED PERSON SHALL DISCLOSE SUCH FINANCIAL INTEREST TO THE BOARD AS FOLLOWS: (I) THE INTERESTED PERSON SHALL PROVIDE TO THE BOARD, IN ADVANCE OF SUCH DISCUSSION OR ACTION BY THE BOARD, WRITTEN DISCLOSURE OF THE EXISTENCE, NATURE AND EXTENT OF THE INTERESTED PERSON'S FINANCIAL INTEREST, OR (II) IF WRITTEN DISCLOSURE CANNOT BE PROVIDED IN ADVANCE, E.G., IN SITUATIONS IN WHICH THE INTERESTED PERSON DOES NOT REALIZE THE NATURE OF THE TRANSACTION OR ARRANGEMENT TO BE DISCUSSED OR ACTED UPON UNTIL DISCUSSIONS HAVE ALREADY BEGUN, THE INTERESTED PERSON SHALL ORALLY INFORM THE BOARD IMMEDIATELY UPON SUCH INTERESTED PERSON'S REALIZATION THAT THE TRANSACTION OR ARRANGEMENT MAY BEAR UPON OR RELATE TO A FINANCIAL INTEREST OF THE INTERESTED PERSON, AND SHALL PROVIDE SUCH WRITTEN DISCLOSURE TO THE BOARD AT THE SOONEST PRACTICABLE TIME THEREAFTER. ANY AND ALL WRITTEN OR ORAL DISCLOSURES OF FINANCIAL INTERESTS SHALL BE MADE A FORMAL PART OF THE MINUTES OF THE BOARD. NOTWITHSTANDING THE FOREGOING, AN INTERESTED PERSON SHALL NOT BE REQUIRED TO DISCLOSE ANY FINANCIAL INTEREST THAT, IN THE EXERCISE OF SUCH INTERESTED PERSON'S REASONABLE JUDGMENT, IS SO DE MINIMIS THAT IT WOULD NOT UNDER ANY CIRCUMSTANCES INFLUENCE, OR APPEAR TO INFLUENCE, THE INTERESTED PERSON'S JUDGMENT OR ACTIONS WITH RESPECT TO THE PROPOSED TRANSACTION OR ARRANGEMENT TO BE DISCUSSED AND/OR ACTED UPON BY THE BOARD. RECUSAL BY INTERESTED PERSON: IN CONNECTION WITH AN INTERESTED PERSON'S DISCLOSURE OF A FINANCIAL INTEREST, AN INTERESTED PERSON MAY DETERMINE THAT SUCH FINANCIAL INTEREST CREATES A CONFLICT OF INTEREST WITH RESPECT TO THE PROPOSED TRANSACTION OR ARRANGEMENT TO BE DISCUSSED OR ACTED UPON BY THE BOARD. IN SUCH CIRCUMSTANCES, THE INTERESTED PERSON MAY VOLUNTARILY RECUSE HIMSELF OR HERSELF FROM DISCUSSION OR ACTION BY THE BOARD. DETERMINATION OF CONFLICT OF INTEREST: WHERE AN INTERESTED PERSON HAS PROVIDED ADVANCE WRITTEN DISCLOSURE OF A FINANCIAL INTEREST BUT HAS NOT VOLUNTARILY RECUSED HIMSELF OR HERSELF FROM DISCUSSION OF OR ACTION UPON THE PROPOSED TRANSACTION OR ARRANGEMENT, THE REMAINING BOARD MEMBERS PRESENT SHALL, PRIOR TO COMMENCING ITS DISCUSSION OR TAKING ACTION,DETERMINE BY A MAJORITY VOTE WHETHER THE FINANCIAL INTEREST CREATES A CONFLICT OF INTEREST, AS DEFINED ABOVE. THE INTERESTED PERSON SHALL NOT PARTICIPATE IN ANY DISCUSSIONS OR VOTE RELATED TO THIS DETERMINATION, EXCEPT TO THE EXTENT NECESSARY TO FULLY EXPLAIN THE FINANCIAL INTEREST AND THE MANNER IN WHICH THE PROPOSED TRANSACTION OR ARRANGEMENT TO BE DISCUSSED OR ACTED UPON BY THE BOARD MAY OR WILL BEAR UPON OR RELATE TO THE FINANCIAL INTEREST. EXCLUSION FROM DISCUSSION AND VOTE: IN CIRCUMSTANCES WHERE THE BOARD HAS DETERMINED THAT A CONFLICT OF INTEREST EXISTS, THE INTERESTED PERSON SHALL NOT PARTICIPATE IN ANY DISCUSSION OR VOTE REGARDING THE TRANSACTION OR ARRANGEMENT AT ISSUE, AND SHALL NOT BE PRESENT IN THE MEETING ROOM FOR ANY PART OF THE DISCUSSION OR VOTE RELATING TO THE TRANSACTION OR ARRANGEMENT. ACTION BY BOARD: WITH RESPECT TO ANY TRANSACTION OR ARRANGEMENT WITH REGARD TO WHICH THE BOARD HAS DETERMINED THAT A CONFLICT OF INTEREST EXISTS, THE BOARD SHALL DISCUSS SUCH TRANSACTION OR ARRANGEMENT AS APPROPRIATE, BUT SHALL NOT FORMALLY APPROVE SUCH TRANSACTION OR ARRANGEMENT UNLESS AND UNTIL THE NON-INTERESTED MEMBERS OF THE BOARD HAVE DECIDED, BY UNANIMOUS VOTE, THAT THE TRANSACTION OR ARRANGEMENT IS IN THE BEST INTERESTS OF AND FOR THE BENEFIT OF THE CORPORATION, AND IS FAIR AND REASONABLE THERETO IN ALL RESPECTS. THE BOARD SHALL RECOGNIZE THAT, UNDER CERTAIN CIRCUMSTANCES, MAY NECESSITATE AN INVESTIGATION OF ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT, AND/OR A DETERMINATION AS TO WHETHER A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT MIGHT BE OBTAINED WITH REASONABLE EFFORTS UNDER THE CIRCUMSTANCES. IN THOSE INSTANCES WHERE ALL MEMBERS OF THE BOARD ARE INTERESTED OR RELATED PERSONS TO A TRANSACTION OR ARRANGEMENT, THE MATTER SHALL BE GIVEN TO AN INDEPENDENT PERSON AS DETERMINED BY THE CORPORATION'S OUTSIDE LEGAL COUNSEL. PERIODIC REVIEW OF TRANSACTIONS AND ARRANGEMENTS: AN INDEPENDENT PERSON DETERMINED BY THE CORPORATION'S OUTSIDE LEGAL COUNSEL SHALL PERIODICALLY REVIEW THE ACTIONS TAKEN BY THE BOARD ON BEHALF OF THE CORPORATION. SUCH REVIEW IS INTENDED TO ENSURE THAT THE CORPORATION CONTINUES AT ALL TIMES TO BE OPERATED EXCLUSIVELY FOR THE ACHIEVEMENT OF ITS PUBLIC CHARITABLE PURPOSES, RATHER THAN FOR THE BENEFIT OF ONE OR MORE PRIVATE PERSONS. SUCH REVIEW SHALL BE CONDUCTED WITH THE RECOGNITION THAT CERTAIN TYPES OF TRANSACTIONS OR ARRANGEMENTS CREATE UNIQUE POSSIBILITIES FOR CERTAIN PRIVATE INDIVIDUALS TO DERIVE EXCESSIVE PRIVATE BENEFIT. |
| 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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