| Return Reference | Explanation |
|---|---|
| FORM 990, PART VI, SECTION A, LINE 1A | (A) THE CHAIRMAN OF THE BOARD OF DIRECTORS, 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 A VOTE, ON THE EXECUTIVE COMMITTEE. IN NO EVENT SHALL ANY MEMBER HAVE MORE THAN ONE (1) VOTE ON THE EXECUTIVE COMMITTEE. (B) THE ELECTED DIRECTORS WITH ASIAN AND EUROPEAN FRANCHISES SHALL BE ELECTED IN ALTERNATING YEARS FOR TERMS OF TWO (2) YEARS. EACH SUCH ELECTION SHALL TAKE PLACE AT THE ANNUAL MEETING OF THE BOARD OF DIRECTORS. DURING AND AFTER THE FALL MEETING OF THE BOARD OF DIRECTORS, THE NOMINATING COMMITTEE SHALL SOLICIT DIRECTORS FOR THEIR WILLINGNESS TO SERVE AS ELECTED MEMBERS OF THE EXECUTIVE COMMITTEE. CURRENT MEMBERS OF THE EXECUTIVE COMMITTEE SHALL BE ELIGIBLE FOR REELECTION ONE (1) TIME. ANY DIRECTOR SO LIMITED SHALL BE ELIGIBLE FOR ELECTION TO THE EXECUTIVE COMMITTEE AFTER A PERIOD OF ONE (1) YEAR. (C) 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 AIADA, EXCEPT TO THE EXTENT LIMITED BY THE VIRGINIA NONSTOCK 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 OF DIRECTORS, 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. (D) A MAJORITY OF THE COMMITTEE SHALL CONSTITUTE A QUORUM, AND, IN EVERY CASE, THE AFFIRMATIVE VOTE OF A MAJORITY OF THE MEMBERS OF THE EXECUTIVE COMMITTEE PRESENT AT THE MEETING SHALL BE NECESSARY TO ADOPT OR CARRY ANY MOTION OR RESOLUTION. |
| 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 FOR MEMBERSHIP IN AIADA. ASSOCIATE MEMBERS: MAY BE ADMITTED TO ASSOCIATE MEMBERSHIP IN AIADA, WITHOUT THE 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 OF DIRECTORS 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 OF DIRECTORS MAY DETERMINE, TO FURTHER THE PURPOSES OF AIADA. |
| FORM 990, PART VI, SECTION A, LINE 7A | REGULAR MEMBERS MAY VOTE ON THE ELECTION OF BOARD MEMBERS AND OTHER MATTERS BROUGHT BEFORE THE BOARD OF DIRECTORS. |
| FORM 990, PART VI, SECTION A, LINE 7B | REGULAR MEMBERS MAY VOTE ON THE ELECTION OF BOARD MEMBERS AND OTHER MATTERS BROUGHT BEFORE THE BOARD OF DIRECTORS. |
| FORM 990, PART VI, SECTION B, LINE 11B | THE PRESIDENT AND CEO AND THE VICE PRESIDENT OF ADMINISTRATION REVIEW THE DRAFT FORM 990 IN DETAIL. A COPY OF THE DRAFT FORM 990 IS THEN DISTRIBUTED TO THE ENTIRE BOARD OF DIRECTORS PRIOR TO FILING WITH THE INTERNAL REVENUE SERVICE. |
| FORM 990, PART VI, SECTION B, LINE 12C | 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 BOARD 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 AFITPAC. 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 OF DIRECTORS, 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 15 | AIADA'S PRESIDENT AND CEO IS EMPLOYED UNDER THE TERMS OF AN EMPLOYMENT CONTRACT. THE CONTRACT IS REVIEWED AND REEVALUATED BY THE BOARD OF DIRECTORS EVERY FIVE YEARS. THE MOST RECENT PROCESS WAS PERFORMED IN 2022. AIADA'S PRESIDENT AND CEO REVIEWS AND DETERMINES COMPENSATION FOR KEY EMPLOYEES. DOCUMENTATION IS INCLUDED IN EACH PERSONNEL FILE. THE COMPENSATION IS DOCUMENTED BY AN EMPLOYMENT AGREEMENT THAT IS SIGNED BY THE PRESIDENT AND CEO AND THE CHAIRMAN OF THE BOARD OF DIRECTORS. |
| FORM 990, PART VI, SECTION C, LINE 19 | AIADA MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. |
| FORM 990, PART XII, LINE 2C: | THE PROCESS HAS NOT BEEN CHANGED FROM THE PRIOR YEAR. |
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