Policies

COPYRIGHT, LEGAL & USER INFORMATION

This website is provided for your use on an as-is basis. NAHAD makes no representations or warranties of any kind, express or implied, as to the operation of the website or as to the information, content, materials, or products included on this website. NAHAD uses its best efforts to maintain this website but is not responsible for the results of any defects that exist in this website, any outages, interruptions, viruses or other harmful components. You should not assume that this website or its content is error free or that it will be suitable for the particular purpose that you have in mind when using it.

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, NAHAD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NAHAD WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS WEBSITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, AND CONSEQUENTIAL DAMAGES, OR LOSS OF REVENUE OR PROFITS, WHETHER FORESEEABLE OR NOT, ANY FAILURE BY NAHAD TO PROVIDE ACCESS TO OR USE OF THIS WEBSITE, OR ANY OTHER CAUSE WHATSOEVER.

NAHAD may, in its sole discretion and at any time, modify or discontinue this website; limit, terminate or suspend a user’s use of or access to this website and/or make changes to these Terms of Use.

Because certain jurisdictions to which these Terms of Use may be subject do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may be held to be inapplicable in those jurisdictions. In the event the foregoing limitation of liability is held to be unenforceable for any reason, then NAHAD’s maximum liability for any of the foregoing types of damages shall be limited to the transaction fee for the transaction that gave rise to the claim.

Copyright & Trademark

Unless otherwise indicated, the documents and information, including, but not limited to, text, graphics, icons, logos, buttons and images, on this website are copyrighted materials of, and owned and controlled by NAHAD or the party credited as the provider of the content. Reproduction or storage of documents and information from this website is subject to the U.S. copyright laws, and other international copyright laws. All software used on this website is the property of NAHAD or its software suppliers and is subject to U.S. and international copyright law. You may not modify, decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of this website. You may not reproduce, modify, distribute, transmit, republish, display or perform any of the content of this website. See below for NAHAD’s procedures for handling claims of copyright infringement.

The National Association of Hose and Accessories Distribution, NAHAD, the NAHAD logo, Hose Safety Institute and the Hose Safety Institute logo are trademarks of NAHAD. This website contains many third-party trademarks and service marks of participating manufacturers and distributors. All marks are the property of their respective holders.

Third Party Content

This website provides content, hyperlinks and references to external websites of third-parties, including, without limitation, the websites and material of third-party NAHAD members, distributors, manufacturers, vendors and suppliers. NAHAD neither endorses nor is responsible for the availability, accuracy, currency or reliability of any information, statement, opinion or advice contained in such a third party’s website or material. You should use them with caution. It is the responsibility of every user to evaluate the accuracy, currency, completeness or usefulness of any information, statement, opinion or advice or other content available through any third-party website. Please seek the advice of professionals, as appropriate, regarding the evaluation of any specific information, statement, opinion, advice or other content. Any concerns regarding such third-party content should be directed to the third-party. You acknowledge that under no circumstances will NAHAD be liable for any loss or damage caused by reliance on information obtained through a third-party website. Nothing on this website shall be deemed to be a recommendation of any third-party or to constitute any representation as to a third-party’s qualifications, services, products, offerings, information or any other content.

Who May Use?

Users may use this website for their personal or their company’s use in order to inform themselves about NAHAD, its programs and its members for themselves or for their company and for no other purpose. Other than the foregoing, users may not use this website or post any material to this website that is commercial in nature without the prior consent of NAHAD, including, but not limited to, junk mail, spam, chain letters or any other form of solicitation. Users are forbidden to sell, trade or distribute the contents of this website or any data obtained from this website to anyone. In no event may this website be used or linked to by any party charging a fee for access to this website or for access to any information gathered in this website, including, but not limited to, any product or pricing information.

User Guidelines

This website is meant to facilitate an open exchange of information and resources among NAHAD members and the public. To enable that exchange, users are required to adhere to these Terms of Use, including the following guidelines for users.

Legal Compliance & Posting Limitations

Users must use this website in accordance with all applicable international, federal, state and local laws and regulations and may not post or transmit anything that would give rise to any civil or criminal liability for any party or otherwise violate any law. Users may not post or transmit anything that violates the copyright, privacy, confidentiality, publicity or intellectual property rights of any person or that reveals any information that should be known to the user to be confidential or proprietary. Users may not post or transmit anything that is false, misleading, defamatory, obscene, indecent, threatening, harassing, harmful or that could constitute an incitement to unlawful conduct.

Antitrust Law Compliance

Users may not post or transmit content regarding pricing, output, refusals to deal, or other conduct prohibited by antitrust and unfair competition laws and regulations. NAHAD reserves the right to remove such material, at its sole discretion, and take such other action as NAHAD deems appropriate, including reporting to and cooperating with government authorities.

Integrity of the Website and its Content

Users may not use, post or transmit any device, software, routine, virus, spam, mass e-mail, commercial material, corrupted data or otherwise attempt to or intend to interfere with or damage the proper working of this website or any activity conducted on this website or to damage or intercept any data or information on this website. Users may not delete or revise any material posted by NAHAD or by another user. Users may not violate or attempt to violate the security, efficiency, reliability, or integrity of this website or its content in any way, including, without limitation, by accessing data, servers or accounts for which user’s password is not authorized, forging TCP/IP packet headers or payloads or accessing or attempting to access parts of this website restricted to user access.

Passwords

Users who have a password allowing access to non-public areas of this website may not disclose, transmit, post, give away or in any manner share the password with any non-authorized party or use the password for any unauthorized purpose. User agrees to notify NAHAD immediately of any unauthorized use of a password or a registration profile.

Responsibility for Content

This website is a passive conduit for users to access information about NAHAD, its resources and its members. NAHAD makes every effort to keep information on this website up-to-date but, as NAHAD depends on manufacturers, distributors, vendors and other industry sources for information, NAHAD MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE CURRENCY, COMPLETENESS OR ACCURACY OF ANY INFORMATION ON THIS WEBSITE. NAHAD does not necessarily preview, screen, edit or monitor the information placed on this website by third parties via posting to message boards, email forms or other such mechanisms, though NAHAD may do so if it chooses. NAHAD, its directors, employees, agents and members, have no control over and take no responsibility for the quality, safety, pricing, desirability, completeness, currency or appropriateness of any information accessed via this website. Nothing on the website shall be deemed to be an endorsement, representation or warranty by NAHAD with respect to any user or member.

If NAHAD becomes aware that any content posted to its website may violate laws, regulations, or these Terms of Use, in NAHAD’s sole discretion, NAHAD reserves the right to remove such material and take such other action as NAHAD deems appropriate, including reporting to and cooperating with government authorities.

Indemnification

User agrees to defend, indemnify and hold harmless NAHAD, its officers, directors, employees and agents against and from any third-party claims, actions, damages or demands, including but not limited to, reasonable legal and accounting fees, resulting from user’s use or misuse of this website, violation of these Terms of Use, or any activities related to this website, or from user’s violations of the rights of any other user of this website. Use of this website is at user’s own risk.

Privacy Statement

The protection of your privacy is very important to us at NAHAD. NAHAD does not collect personally identifiable or confidential information about individuals or companies using this website except when such individuals specifically provide information on a voluntary basis, for example, in the registration process areas of this website or when registering as a NAHAD member. Personally identifiable information on individual users will not be sold or otherwise transferred to unaffiliated third parties without the approval of the user at the time of collection. The information you give us will be used for the purpose stated when collected.

As NAHAD expands the range of options and services available from this website, the collection and use of personal data will also change to serve you better. We therefore reserve the right to modify this Privacy Statement at any time and will post notice of such changes to this website. If you have any questions or concerns about privacy and security at NAHAD, please contact the NAHAD office. If at any point you wish to not have NAHAD contact you, you can email the office at info@nahad.org to update your record.

Article I – NAME

The name of the organization shall be The Association For Hose and Accessories Distribution.

Article II – OBJECTIVES

The objectives of the Association, as permitted by law, are:

1. To promote a high standard of professionalism and integrity within the hose and accessory industry.
2. To promote a better understanding and feeling of cooperation among members.
3. To collect and distribute such information for the good of the trade as the Association may desire.
4. To provide a medium through which its membership may be enabled to confer, consult and cooperate in the solution of problems affecting the industry.

Article III – OFFICES

Section 1. Principal Office. The principal office shall be in the City of Washington, District of Columbia.

Section 2. Office Locations. The Association may also have offices at such other places both within and without the Commonwealth of Pennsylvania, as the Board of Directors may from time to time determine or the business of the Association may require.

Section 3. Registered Office. The registered office shall be c/o CT Corporation System located in Philadelphia, Pennsylvania, or such place as may be determined, from time to time, by the Board of Directors.

Article IV – MEMBERS

Section 1. Classifications. There shall be five (5) classes of Members: Distributors, Manufacturers, Associates, Affiliates, and Manufacturer Representatives.

Section 2. Qualifications. The qualifications and eligibility requirements of each class of members shall, from time to time, be fixed by the Board of Directors. Such qualifications and eligibility requirements shall be reasonable and germane to the purposes of the Association, and equally enforced as to new applicants and all existing members of the same class.

Section 3. Membership Application Procedures.

1. Applications for all classes of membership shall be made to the Board of Directors in writing and signed by the Applicant. Applicants meeting the eligibility requirements adopted by the Members entitled to exercise a majority of the voting power of the Association entitled to vote at any meeting shall be approved by the Board of Directors.
2. Where an Applicant is engaged in distribution, manufacturing and/or stocking as a marketing representative of a foreign manufacturer of hoses, coupling, clamps, or related accessories, the applicant shall be classified as a Distributor, Manufacturer, or Associate Member based upon whether its primary function is distribution, manufacturing, or marketing respectively. The Board of Directors shall decide which is that Applicant’s primary function, taking into consideration volume of sales, both absolute and portion attributable to distribution.
3. Applicants for Affiliate Membership shall be companies providing goods and/or services to members of the industrial hose and couplings industry, where those goods and/or services are not in conflict or competition with those manufactured, marketed, or distributed by Distributor, Manufacturer or Associate members.
4. An applicant for a Manufacturer Representative Membership shall be an individual person who:
   i. Earns each year 50% or more of their annual aggregate revenues from commissions on sales in a defined geographic or market territory from NAHAD Member Manufacturers; and,
   ii. Is sponsored by two (2) NAHAD Manufacturer Members and two (2) NAHAD Distributor Members, who shall certify that the applicant possesses the highest qualities of professionalism, integrity and industry knowledge; and,
   iii. Commits to attending the NAHAD Annual Convention as a registrant at least every other year.
5. Any reclassification of membership or rejection of membership shall be communicated to the Applicant in writing along with the reasons therefor, and the applicant shall be given an opportunity to produce additional information in writing to the Executive Committee of the Board of Directors no later than sixty (60) days after receipt by the Applicant of the reclassification or rejection. Decisions of the Executive Committee will be reviewed by the full Board of Directors and confirmed or rejected by a majority vote. The decision of the full Board shall be final.
6. Upon written application and approval for membership pursuant to the procedures contained herein and upon the payment of any membership fee or dues and prescribed by the Board of Directors, the Applicant shall become a Member of the Association entitled to all the rights, privileges and obligations pertaining to the respective class of membership granted.

Section 4. Resignation and Termination of Membership.

1. Resignation of Members shall be made in writing to the Board of Directors and shall be considered at a meeting of the Board following the receipt of the resignation. A tender of resignation shall not become effective until acted upon and accepted by a majority of the Board of Directors, provided, however, that no resignation shall be accepted if the resigning Member is in any way indebted to the Association for fees or otherwise. The tender of a resignation by a Member before the close of the Association’s fiscal year shall not alter the financial obligations of such resigning Member to support the Association until the end of its fiscal year.
2. A two-thirds vote of the Board of Directors is required for termination of membership, provided, however, the Member is given written notice ten (10) days prior to the action and is granted an opportunity to be heard by the Board of Directors before any action is taken.
   
   1. Termination shall be effected for failure by a member, for whatever reason, to maintain the eligibility requirements.
   2. Termination may be effected for one or more of the following reasons:
      1. Commencement of bankruptcy, receivership, reorganization, arrangement of liquidation proceedings, State or Federal, by or against any member.
      2. A transfer of control of the business of a member whether by sale, merger, consolidation or however else effected.
      3. Evidence of a Manufacturer or Associate Member competing directly with Distributor Members at user accounts thereby failing to market their products “primarily through distribution”.
      4. Evidence of an Affiliate Member competing directly with any Distributor, Manufacturer or Associate member at user accounts.
3. The failure by a Member to pay any dues, subscriptions, assessments, or fees specified by the Board of Directors within sixty (60) days from the time the same becomes due shall be reported to the Executive Vice President or Consulting Director and to the Board of Directors who may, at their option, suspend the member until payment is received or terminate the membership as specified in these By Laws.

Section 5. Membership Dues.

1. The Association may levy dues or assessments, or both, on its Members. The annual dues for each Member or class of Members shall, from time to time, be fixed by the Board of Directors and payable at such time and by such methods of collection as prescribed by the Board of Directors.
2. Dues shall be payable annually for a twelve (12) month period.
3. Such dues or assessments, or both, may be imposed upon all Members of the same class either alike or in different amounts or proportions, and upon a different basis upon different classes of Members. Members of one or more classes may be made exempt from either dues or assessments, or both, in the manner or to the extent determined by the Board of Directors.

Article V – MEETINGS OF MEMBERS

Section 1. Annual Meetings. The Annual Meeting of Members shall be held at such time, at such location, and on such date of each year as may be fixed by the Board of Directors and stated in the Notice of the Meeting. Any business within the powers of the Association may be transacted at the Annual Meeting.

Section 2. Special Meetings. Special Meetings of the Members for any purpose or purposes may be called upon the written request of the President, Executive Vice President, a majority of the Board of Directors, or the members entitled to cast at least ten percent (10%) of the votes which all members are entitled to cast at the particular meeting. Calls for such meetings shall specify the general nature of the business to be transacted and the time and place of such meeting. No business other than that specified in the call shall be considered at any Special Meeting.

Section 3. Adjournments. Adjournments of any Regular or Special Meeting may be taken, but any meeting at which directors are to be elected shall be adjourned only from day to day, or for such longer periods not exceeding fifteen (15) days each, as the Members present entitled to cast at least a majority of the votes which all Members present and voting are entitled to cast shall direct, until such directors have been elected.

Section 4. Notices of Meetings.

1. Unless waived, written Notice of each Annual and Special Meeting stating the date, time, and place thereof shall be given by personal delivery or by first class or express mail, postage prepaid, or by telegram (with messenger service specified), telex or TWX (with answer back received) or courier service, charges prepaid, or by facsimile transmission, to each Member of record entitled to vote at or entitled to Notice of the Meeting. If the notice is sent by mail, telegraph or courier service, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a telegraph office or courier service for delivery to that person, or, in the case of telex, or TWX, when dispatched.
2. Unless a greater period of notice is required by statute, written notice of every meeting of the Members shall be given by, or at the direction of, the Executive Vice President, not less than five (5) days before any such Meeting, not less than ten (10) days in case of amendment to the Articles of Incorporation, merger, sale of assets or dissolution, or not less than twenty (20) days prior to the date of any such Meeting where bulk mail notices have been sent to more than 100 members of record.
3. Notice of a Special Meeting shall state the purpose or purposes for which the meeting is called.
4. If mailed, such Notice shall be directed to the Member at his address as the same appears upon the records of the Association.
5. If the Executive Vice President neglects or refuses to fix the time of a Special Meeting within sixty (60) days after the receipt of the request for such Meeting, or otherwise fails to give notice of such Meeting, the person or persons calling the meeting may do so.
6. Any Member, either before or after any Meeting, may waive any Notice required to be given by law or under these By Laws. Such Member may waive Notice in writing, signed by the Member entitled to the Notice, and delivered to the Executive Vice President of the Association for inclusion in the minutes or filing with the corporate records. Neither the business to be transacted at, nor the purpose of, a meeting need be specified in the waiver of notice of the meeting. Such Member may also waive Notice by attendance at such Meeting, in person or by proxy, unless attendance is to object.

Section 5. Place of Meetings. Meetings of Members shall be held at such place within or without the Commonwealth of Pennsylvania, at such place so stated in the Notice of the Meeting.

Section 6. Quorum and Voting.

1. A meeting of Members of the Association duly called shall not be organized for the transaction of business unless a quorum is present. The Members entitled to exercise twenty-five percent (25%) of the voting power of the Association entitled to vote at any meeting, present in person or by proxy, shall constitute a quorum for the transaction of business to be considered at such meeting.
2. A majority of all the votes cast at a meeting at which a quorum is present is sufficient to approve any matter which properly comes before the meeting, unless the question is one upon which by express provision of the statutes or of the Articles of Incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.
3. The holders of a majority of the votes cast at a meeting, whether or not a quorum is present, may adjourn such meeting from time to time, until a quorum shall be present, subject to the limitations in Section 3, supra, or as otherwise restricted under the laws of the Commonwealth of Pennsylvania.
4. The Members present at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.
5. Each Distributor, Manufacturer and Associate Member shall, at every meeting of the Members, be entitled to one (1) vote in person or by proxy; Members of all other classes shall not be entitled to vote at any Meeting of the Members.

Section 7. Determination of Members of Record.

1. The Board of Directors may fix a record date for any lawful purpose, including, without limiting the generality of the foregoing, the determination of Members entitled to:
   
   1. receive notice of or to vote at any meeting; or,
   2. participate in the execution of written consents, waivers or releases.
2. Said record date shall not be more than seventy (70) days preceding the date of any such meeting, or the date fixed for the receipt or the exercise of rights, as the case may be.
3. If a record date shall not be fixed, the record date for the determination of Members who are entitled to Notice of, or who are entitled to vote at, a meeting of Members, shall be the close of business on the day next preceding the day on which the Notice is given, or if Notice is waived, at the close of business on the day next preceding the day on which the meeting is held. The record date for determining Members entitled to express consent or dissent to corporate action in writing without a meeting, when no prior action by the Board of Directors or other body is necessary, shall be the day on which the first written consent or dissent is expressed. The record date for determining Members for any other purpose shall be at the close of business on the day on which the Board of Directors or other body adopts the resolution relating thereto.
4. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this section, such determination shall apply to any adjournment thereof unless the Board of Directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

Section 8. Proxies.

1. A person who is entitled to attend a Members’ meeting, to vote thereat, or to execute consents, waivers or releases, may be represented at such meeting or vote thereat, and execute consents, waivers and releases, and exercise any of his other rights, by proxy or proxies appointed by a writing signed by such person or by such person’s duly authorized attorney-in-fact and filed with the Executive Vice President of the Association.
2. Unless a proxy provides for a longer period, it is not valid more than eleven (11) months after the date of its execution, but in no event shall a proxy be voted on after three (3) years from the date of its execution.
3. No Member shall sell his vote or issue a proxy for money or anything of value.

Article VI – DIRECTORS

Section 1. Transaction of Business. The business of the Association shall be managed by its Board of Directors which may exercise all such powers of the Association and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these By Laws directed or required to be exercised or done by the Members.

Section 2. Number of Directors/Qualifications.

1. The number of Directors of the Association, none of whom need be Pennsylvania residents, shall be thirteen (13), three (3) of which shall be either a Manufacturer Member or an Associate Member, and four
   (4) of which shall serve ex officio as set forth in ARTICLE X of these By Laws.
2. The Board of Directors may, by a majority vote amending this Section of the By Laws, increase or decrease the number of Directors from time to time, provided, however, that any such decrease shall not eliminate any director then in office.

Section 3. Election of Directors.

1. Directors shall be elected annually by mail ballot. All members in good standing and entitled to vote will receive a ballot, mailed to them at their place of business at least 60 days prior to the Association’s annually scheduled Annual Meeting. Completed ballots shall be returned to a location, and by a date, specified in writing by NAHAD’s Board of Directors.
2. Verification of returned ballots, and counting of ballots will be conducted by an independent firm appointed by the Board. The nominated candidates receiving the greatest number of votes for each position shall be directors. In the event of a tie, a runoff ballot will be conducted. Results of the mail ballot will be announced at the Association’s Annual Meeting of members by the chairperson of the Nominating Committee. Results will also be included in the next issue of NAHAD NEWS immediately following the Annual Meeting.

Section 4. Term of Office. Each Director shall hold office until the third Annual Meeting next succeeding his election and until his successor is elected and qualified, or until his earlier resignation, removal from office or death.

Section 5. Removal.

1. By Members. Any Director may be removed, either with or without cause, at any time, by the Members entitled to cast at least a majority of the votes which all members present would be entitled to cast at any annual or other regular election of the Directors. In case of such removal, a new director may be elected at the same meeting.
2. By the Board. Any Director may be removed for cause, at any time, by a vote of a majority of the Board of Directors. In case of such removal, a new director may be elected at the same meeting.

Section 6. Vacancies.

1. Vacancies in the Board of Directors (other than a vacancy created by an increase in the number of Directors) may be filled by a majority vote of the remaining Directors (whether or not sufficient to constitute a quorum) and each person so elected shall be a Director to serve for the balance of the unexpired term.
2. Any vacancy created by an increase in the number of Directors may be filled by a majority vote of the entire Board of Directors and each person so elected shall be a Director to serve until the next Annual Meeting of Members, whereat an election to fill such vacancy shall be held.

Section 7. Quorum and Voting.

1. A majority of the whole authorized number of Directors shall constitute a quorum for the transaction of business, except that a majority of the Directors in office shall constitute a quorum for filling a vacancy on the Board other than a vacancy created by an increase of Directors.
2. Whenever less than a quorum is present at the time and place appointed for any meeting of the Board, a majority of those present may adjourn the meeting from time to time, until a quorum shall be present.
3. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute or by the Articles of Incorporation.
4. Each ex officio Member of the Board shall have one vote on each and every matter that comes before the Board.

Section 8. Regular Meetings. Regular Meetings of the Board of Directors, or such other body, shall be held at such times and places, as the Board of Directors may, by resolution or By Law, from time to time, determine. Regular Meetings of the Board of Directors may be held without Notice; however, the Executive Vice President shall give Notice of each such Resolution or By Law to any Director who was not present at the time the same was adopted at a Regular Meeting.

Section 9. Special Meetings. Special Meetings of the Board of Directors, or other body, for any purpose or purposes may be called upon the written request of the President, Executive Vice President, or a majority of the Board of Directors or such other body, as the case may be, and shall be held at such times and places, as may be specified in such call. Calls for such meetings need not specify the nature of the business to be transacted.

Section 10. Notice of Regular or Special Meetings.

1. Unless waived, written Notice of each Special Meeting stating the date, time, and place thereof shall be given by personal delivery or by first class or express mail, postage prepaid, or by telegram (with messenger service specified), telex or TWX (with answer back received) or courier service, charges prepaid, or by facsimile transmission, to each Director or Member of such other body. If the notice is sent by mail, telegraph or courier service, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a telegraph office or courier service for delivery to that person, or, in the case of telex or TWX, when dispatched.
2. Unless a greater period of notice is required by statute, written notice of any Special Meeting of the Board of Directors or such other body shall be given by, or at the direction of, the Executive Vice President or the Committee Chairman, as the case may be, not less than five (5) days before any such Meeting.
3. Except as otherwise required under Pennsylvania law, notice of a Special Meeting need not state the purpose or purposes for which the meeting is called.
4. Any Director or Member of such other body, as the case may be, either before or after any Meeting, may waive any Notice required to be given by law or under these By Laws. Such Director or Member of such other body may waive Notice in writing, signed by the Director or Member of such other body entitled to the Notice, and delivered to the Executive Vice President of the Association for inclusion in the minutes or filing with the corporate records. Neither the business to be transacted at, nor the purpose of, a meeting need be specified in the waiver of notice of the meeting. Such Director or Member of such other body may also waive Notice by attendance at such Meeting, unless attendance is to object.
5. In the event a Regular or Special Meeting is held subsequent to a Member Meeting wherein a new Director or Directors were elected, no Notice shall be necessary to such newly elected Director(s) in order legally to constitute a meeting, provided a quorum shall be present.
6. Regular Meetings of the Board of Directors may be held without Notice, subject to the limitations set forth in Section 8 of this ARTICLE, supra.

Section 11. Place of Meetings. Meetings of the Board of Directors or Members of such other body shall be held at such place within or without the Commonwealth of Pennsylvania, at such place so stated in the Notice of the Meeting.

Section 12. Use of Conference Telephone or Similar Equipment. One or more of all the Directors may participate in a Meeting of the Board or other body by the means of a conference telephone or similar communications equipment by means of which all participating in the meeting can hear each other and such participation shall constitute presence in person at the meeting.

Section 13. Compensation. All Members of the Board of Directors shall serve without compensation.

Section 14. Ex Officio Members of the Board of Directors. Each ex officio member of the Board of Directors is entitled to participate in meetings of the Board to the same extent as other members of the Board.

Article VII – COMMITTEES OF DIRECTORS

Section 1. Designation of Committees. The Board of Directors may, by Resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Directors of the Association, which to the extent provided in the Resolution, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Association. Such committee or committees shall have such name or names as may be determined from time to time by Resolution adopted by the Board of Directors.

Section 2. Minutes. The committees shall keep regular minutes of their proceedings and report the same to the Board of Directors when required.

Section 3. Discontinuance of Committees. The Board of Directors may, by Resolution passed by a majority of the whole Board, discontinue any committee designated under Section 1 of the ARTICLE.

Section 4. Compensation of Committee Members. Members of the Executive Committee or of any Standing or Special Committee shall serve without compensation.

Section 5. Standing Committees. The following Committees are considered as Standing, and can be changed by Resolution passed by a majority of the whole Board, from time to time, as the objectives of the Association warrant:

1. Annual Meeting Committee. The Annual Meeting Committee shall organize, plan and coordinate the NAHAD Annual Meeting of Members. Considered the primary mechanism for the delivery of information, training and resources to the membership, as well as the primary source of NAHAD revenues, the Annual Meeting also serves as the focal point for NAHAD’s year round activities, including transaction of all committee and board business, recognition of achievement by members and leadership, awarding of scholarship grants, and building relationships between distributors and manufacturers. The Annual Meeting Committee must be supported by all other committees, particularly Training/Education, Communications, and Management Information.
2. Communications Committee. The Communications Committee shall provide timely, well-developed promotional material to address internal (members) and external (industry, trade press and public) issues. The Communications Committee shall strive to develop a positive image and higher visibility for NAHAD and our industry.
3. Finance Committee. The Finance Committee shall review and approve the annual operating budget, disbursements, investments, and accounting functions for the Association.
4. Membership Committee. The Membership Committee shall retain, solicit and recruit members to our Association. The Membership Committee shall review the qualifications of Membership Applicants and Members to ensure conformance with the eligibility criteria and to maintain the integrity of the Association.
5. Management Information Committee. The Management Information Committee shall collect and analyze relevant data and information for distribution to the membership through the Communications Committee. The Management Information Committee shall establish appropriate surveys and mechanisms for review and compilation.
6. Nominating Committee. At one hundred twenty (120) days prior to the first day of each Annual Meeting, the President shall appoint a Nominating Committee. The Nominating Committee, will receive, at least sixty (60) days prior to the first day of each Annual Meeting, nominations for eligible vacancies on the Board of Directors. It shall be the privilege of any member of the Association to place in nomination the name of any member eligible for such office. Appropriate notification and forms for submitting eligible nominees will be mailed to all members at least 90 days prior to the annual meeting. This committee shall select candidates by a majority vote of the committee to be approved by the Board of Directors for the various elective offices of directors and officers of the Association. Their report, containing the slate of candidates so selected, and approved, shall be presented to the members in the form of a written ballot which shall be mailed to all voting members at least 60 days prior to the Association’s Annual Meeting. The voting members of the Association may vote for any individual so nominated and/or write in the name or names of other eligible members who have given their consent to be so nominated.
7. Excess Inventory Committee. The Excess Inventory Committee shall focus on the collection and distribution of surplus goods reports throughout the year as a service to our membership. To accomplish its ends, this Committee shall work with, and in support of, the Communications Committee.
8. Training/Education Committee. The Training/Education Committee shall provide managerial skills training for owners/managers, coupled with technical and sales training for company employees. This Committee shall also survey the membership
   (see Management Information Committee) to determine specific training and educational needs and desires of the Membership.
9. Scholarship Committee. The Scholarship Committee shall establish and administer the NAHAD college scholarship programs.
10. Manufacturer-Associate Liaison Committee. The Manufacturer-Associate Liaison Committee is established to assure representation of the views of the Manufacturer and Associate Members. This Committee is also responsible for coordinating all activities of the Manufacturer and Associate Members.

Section 6. Ad Hoc Committees/Special Committees.

1. Long Range Planning Committee. From time to time, the Board of Directors shall, by Resolution passed by a majority of the Board, establish a Long Range Planning Committee to determine future strategic directions, clarify and refine NAHAD’s Mission, goals, and objectives, and recommend specific actions for inclusion in future Annual Action Plans.

Article VIII – ACTION WITHOUT MEETING

Section 1. Any action required or permitted to be taken at a meeting of the Members of the Association or of the Board of Directors or any Committee thereof may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Members entitled to vote with respect to the subject matter thereof, or by all of the members of the Board or of such committee, as the case may be, and such written consent is filed with the Executive Vice President.

Section 2. If all the Directors shall severally or collectively consent in writing to any action to be taken by the Association, such action shall be as valid a corporate action as though it had been authorized at a meeting of the Board of Directors.

Article IX – OFFICERS

Section 1. General Provisions.

1. The officers of the Association shall consist of the President, a First Vice President, a Second Vice President, the Immediate Past President, and the Executive Vice President.
2. The Board of Directors may, in its discretion, create such offices and appoint such other officers, subordinate officers, and assistant officers as it may determine.

Section 2. Elections, Nominations and Appointments.

1. The President, the First Vice President, the Second Vice President, and any other Vice President as designated by the Board of Directors, excluding the Executive Vice President, shall be elected by mail ballot by the members entitled to vote. The procedure governing nominations for such offices as set forth in ARTICLE VII, Section 5 (f), supra. Any number of offices may be held by the same person.
2. The Board of Directors shall appoint all other officers and agents, who shall be determined by the Board, from time to time.

Section 3. Qualifications.

1. The President and the two Vice Presidents, and any other additional Vice Presidents as may be provided by the Board, shall be an active employee or officer of a Distributor Member.
2. Those officers appointed by the Board of Directors need not be an employee or officer of a Member.
3. In the event an elected officer or director leaves the Member company where he was employed at the time of his election, such officer or director shall submit a letter of resignation to the Board of Directors. The Board of Directors will determine by majority vote whether to accept the resignation or request the individual to serve the remainder of his term.

Section 4. Term of Office.

1. The elected officers of the Association shall hold office for a term of one (1) year and shall not serve more than two (2) consecutive terms.
2. The appointed officers and agents shall hold their offices for such terms as shall be determined from time to time by the Board.

Section 5. Removal or Resignation.

1. Removal. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors, or other body, with or without cause if in its judgement the best interests of the Association will be served thereby, but such removal shall be without prejudice to the contract rights of any person so removed.
2. Resignation. Any officer may resign at any time upon written notice to the Association. The resignation shall be effective upon receipt thereof by the Association or at such subsequent time as may be specified in the notice of resignation.

Section 6. Vacancies. A vacancy in any office of the Association by death, resignation, removal or otherwise, however created, shall be filled by the Board of Directors.

Section 7. Compensation of Officers and Agents. All officers shall serve without compensation, except the Executive Vice President and any other officer designated, from time to time, by Resolution of the Board. The salaries of all compensated officers and any agents of the Corporation shall be fixed by the Board of Directors.

Section 8. Executive Committee. The officers and Immediate Past President shall comprise the Executive Committee. This Committee may conduct the business of the Association as delegated by the Board of Directors.

Article X – DUTIES OF OFFICERS

Section 1. President.

1. The President shall be the chief elected officer of the Association, shall have general and active management responsibility of the business of the Association, and shall see that all orders and Resolutions of the Board of Directors are carried into effect. The President may delegate certain duties to other officers, from time to time, as necessary to manage the business of the Association, which duties are not inconsistent with this ARTICLE.
2. Pursuant to ARTICLE VII, Section 5 (f), the President shall appoint a Nominating Committee for the Nomination of elected officers of the Association.
3. The President of the Association shall be an ex officio member of the Board of Directors.
4. The immediate past President of the Association shall be an ex officio member of the Board of Directors to serve until his successor qualifies, provided, however, that:
   
   1. such person served a full-term as President immediately prior to the annual election of directors and certain officers, or if he served less than a full-term by reason of filling a vacancy in the office of President, he served as First Vice President immediately prior to filling such vacancy;
   2. such person is an active employee or officer of a Distributor Member; and
   3. if such person either dies or resigns, the Board of Directors may fill his vacancy with the next most immediate past President, who meets the qualifications specified above, by a majority vote of the Board.

Section 2. First Vice President.

1. The First Vice President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President.
2. He shall perform such duties and have such powers as the President or the Board of Directors may from time to time prescribe.
3. The First Vice President of the Association shall be an ex officio member of the Board of Directors.

Section 3. Second Vice President.

1. The Second Vice President shall be responsible for supervising the financial affairs of the Association and shall approve all disbursements.
2. The Second Vice President shall serve as the Treasurer of the Association for all purposes set forth under the laws of the Commonwealth of Pennsylvania.
3. He shall perform such duties and have such powers as the President or the Board of Directors may from time to time prescribe.
4. He may delegate certain duties to the Executive Vice President and Consulting Director, which duties are not inconsistent with Section 4 of the ARTICLE.
5. The Second Vice President of the Association shall be an ex officio member of the Board of Directors.

Section 4. Executive Vice President and Consulting Director.

1. The Executive Vice President and the Consulting Director, or if there be more than one, the Consulting Directors, shall perform such duties and have such powers as shall be specified, from time to time, by Resolution of the Board of Directors, which for the appropriate officer hereunder, or such other officer or assistant officers as the Board of Directors may designate, may include, but not be limited to, attending all meetings of the Board of Directors and all meetings of the Members, recording all the proceedings of such meetings in a book to be kept for that purpose, keeping in safe custody the seal of the Association and, when authorized by the Board of Directors, affixing the same to any instrument requiring it and, when so affixed, attesting the same by his signature.
2. The powers and duties of the appropriate officer hereunder, or such other officer or assistant officer as the Board of Directors may designate, by Resolution of the Board, may also include, but not be limited to, having custody of the Association funds and securities donated to the Association, keeping full and accurate accounts of receipts and disbursements in books belonging to the Association, depositing all monies and other valuable effects in the name and to the credit to the Association in such depositories as may be designated by the Board of Directors, disbursing the funds to the Association subject to the approval of the Second Vice President and as may be ordered by the Board of Directors, taking proper vouchers for such disbursements and rendering to the President and the Board of Directors an account of all such transactions of the financial condition of the Association when so requested by the Board.
3. The Executive Vice President shall serve as the Secretary of the Association for all purposes set forth under the laws of the Commonwealth of Pennsylvania.
4. The Executive Vice President shall be appointed by the Board of Directors and shall serve at the pleasure of the Board.

Section 5. Other Officers/Assistant and Subordinate Officers. The Board of Directors may appoint such other officers and assistant and subordinate officers as it may deem desirable. Each such officer shall exercise such powers and perform such duties as shall be prescribed from time to time by the Board of Directors. The Board of Directors may, from time to time, authorize any officer to appoint and remove subordinate officers, to prescribe their authority and duties, and to fix their compensation.

Section 6. Duties of Officers May be Delegated. In the absence of any officer of the Corporation, or for any other reason the Board of Directors may deem sufficient, the Board of Directors may delegate, for the time being, the powers or duties, or any of them, of such officers to any other officer or to any Director.

Article XI – INDEMNIFICATION AND INSURANCE

Section 1. Indemnification in General. The Association shall indemnify any person who was, is, or is threatened to be made a party to any legal proceedings, by reason of the fact that he is or was a director, officer, or member of a committee of the Association, or is or was serving in any other capacity at the request of the Association, against expenses (including attorney’s fees and costs), judgements, fines, and amounts paid in settlement, actually and reasonably incurred by him in connection with any such legal proceeding except when such person is found to have been grossly negligent or to haveengaged in willful misconduct to the fullest extent permitted by the Pennsylvania Non-Profit Corporation Law

Section 2. Insurance. The Association shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, committee member, employee or agent of the Association, against any liabilities asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Association would have the power to indemnify him against such liability.

Article XII – GENERAL PROVISIONS

Section 1. Fiscal Year. The fiscal year of the Association shall be fixed by Resolution of the Board of Directors.

Section 2. Annual Report of Directors. The Board of Directors shall present annually to the members a report, verified by the President and Executive Vice President or by a majority of the directors, showing in appropriate detail the following:

1. the assets and liabilities of the Association as of the end of, and the principal changes therein during, the immediately preceding fiscal year;
2. The revenue and disbursements of the Association for the immediately preceding year; and
3. The number of members as of the date of the report, together with a statement of increase or decrease in such number for the immediately preceding year and the location where the names and addresses of current members may be obtained. The annual report shall be filed with the minutes of the annual meeting of the members. Section 3. Prohibition Against Inurement. The Association shall use its funds only to accomplish the objectives and purposes specified by these By Laws, and no part of said funds shall inure, or be distributed to the members of the Association.

Article XIII – AMENDMENTS TO BYLAWS

Except as otherwise provided herein, these bylaws may be altered, amended or rescinded by a majority vote of the Members entitled to vote thereon at any regular or special meeting duly convened, or by mail ballot, after notice to the Members of the meeting for that purpose and notice to the members of the proposed alteration, amendment, or rescission. Provisions regarding the requirements of notice set forth in these bylaws shall govern any notice of proposed Amendments to the same.

Article XIV – AMENDMENTS TO ARTICLES OF INCORPORATION

The Association may elect to amend its Articles of Incorporation, in the manner set forth herein.

1. Proposal of Amendment. Every amendment to the articles shall be proposed by:
   
   1. the adoption by the Board of Directors or other body of a resolution setting forth the proposed amendment;
   2. Petition of members entitled to cast at least ten percent (10%) of the votes which all members are entitled to cast thereon, setting forth the proposed amendment, which petition shall be directed to the Board of Directors and filed with the Executive Vice President of the Association; or,
   3. such other method as may be determined, from time to time, by the Board of Directors.
2. Language of Resolution or Petition. The resolution or petition shall contain the language of the proposed amendment to the articles by providing that the articles shall be amended so as to read as therein set forth in full, or that any provision thereof be amended so as to read as therein set forth in full, or that the matter stated in the resolution or petition be added to or stricken from the articles. Any number of amendments may be proposed on any given occasion and included within any one resolution or petition.
3. Voting by Members. The Board of Directors or other body or the petitioning members shall direct that the proposed amendment be submitted to a vote of the members entitled to vote thereon at a regular or special meeting of the members. The proposed amendment shall be adopted upon receiving the affirmative vote of the members present entitled to cast at least a majority of the votes which all members present are entitled to cast thereon.
4. Notice. Written notice shall, not less than ten (10) days before the meeting of members called for the purpose of considering the proposed amendment, be given to each member of record entitled to vote thereon. There shall be included in, or enclosed with, such notice a copy of the proposed amendment or a summary of the changes to be effected thereby. Provisions regarding the requirements of notice set forth in these bylaws shall govern any notice of proposed Amendments to the Articles of Incorporation.

Article XV – DISSOLUTIONS

The Association may elect to dissolve voluntarily, and wind up its affairs in the manner as provided herein.

1. Proposal of Voluntary Dissolution. Voluntary dissolution shall be proposed by:
   
   1. the adoption by the Board of Directors or other body of a resolution recommending that the Association be dissolved voluntarily;
   2. petition of members entitled to cast at least ten percent (10%) of the votes which all members are entitled to cast thereon, setting forth a resolution recommending that the Association be dissolved voluntarily, which petition shall be directed to the Board of Directors and filed with the Executive Vice President of the Association; or,
   3. such other method as may be determined, from time to time, by the Board of Directors.
2. Voting by Members. The Board of Directors or other body or the petitioning members shall direct that the question of dissolution be submitted to a vote of the members entitled to vote thereon at a regular or special meeting of the members. The resolution shall be adopted upon receiving the affirmative
   vote of the members present entitled to cast at least a majority of the votes which all members present are entitled to cast thereon.
3. Notice. Written notice shall, not less than ten (10) days before the meeting of members called for the purpose of considering the advisability of voluntarily dissolving the Association, be given to each member of record entitled to vote thereon and such purpose shall be included in the notice of the meeting.
4. Distribution of Assets. On dissolution of the Association, any funds or assets remaining shall be distributed, as determined by the Board of Directors, and in accordance with the laws of Pennsylvania, to one or more trade associations or business leagues as defined in Section 501(c) (6) of the Internal Revenue Code of 1954, as amended, or to one or more regularly organized and qualified charitable, educational, scientific or philanthropic organizations to be selected by the Board of Directors.

NAHAD Antitrust Policy

The purpose of NAHAD’s Antitrust Policy is to assist all members, officers, participants and staff in gaining an insight into those portions of the Federal antitrust laws applicable to the day-to-day business and activities of The Association For Hose and Accessories Distribution and how it copes with them.

Antitrust laws are generally thought applicable to the private business community. However, they also apply to trade associations and their members to a particular degree. A trade association by nature is a combination of competitors, which has the capacity of being a conduit for collusive action resulting in an illegal restraint of trade. Being continually cognizant of this, it is the policy of NAHAD to comply strictly and in all respects with the antitrust laws. As a practical matter such compliance is almost always a safeguard against violation of state antitrust statutes.

Basic Antitrust Laws

Portions of two of the principal antitrust laws are applicable to trade associations: Sections 1 and 2 of the Sherman Act which prohibit contracts, combinations and conspiracies in restraint of trade and the prohibition of monopolization and attempts and conspiracies to monopolize; and Section 5 of the Federal Trade Commission Act, which establishes broad prohibitions against unfair methods of competition and unfair or deceptive business acts or practices. Because these laws speak in general philosophic terms, it is oftentimes difficult to know whether a certain course of action or an association practice specifically violates the law. It is for this very reason that NAHAD feels it is imperative to publish at least the basic principles it follows in the conduct of its business, with the intention of having a living document to be amended and updated when a particular principle needs to be added or an existing one needs to be restated to comply with new statutory or case law.

Principles of NAHAD’s Antitrust Policy

1. Price-fixing and boycotts, express or implied, are in and of themselves (per se) violations of the law. This includes discounts, freight allowances, terms of warranties, etc. Price-fixing may be between competitors or between suppliers and customers as to re-sale price. NAHAD will not knowingly countenance any discussion of prices at any Association meeting or other meetings of competitors to which it is a party. Pricing agreements may be inferred; thus, even an appearance of such agreements must be avoided.
2. NAHAD will not deny membership to a person or firm if such denial unreasonably restrains trade, nor will a member be expelled for reasons that would be insufficient to deny him membership. The Association will not discriminate unreasonably among participants at its trade shows in allocation of space, nor limit participation in them on the condition that there be no participation in other, similar trade shows.
3. Whenever NAHAD becomes involved in statistical reporting, it will clearly spell out its purposes and uses as designed to provide information to assist members in business decisions and not to restrict competition. Participation will always be voluntary and deal with past transactions and be reported in composite form.
4. Since antitrust problems arise when the effect of a standardization is to deprive customers of legitimate choices, to discriminate against competitors, or to fix prices or boycott suppliers, all standards or guidelines participated in or developed by NAHAD will offer wide participation in their development by affected parties. In all cases, there shall be no agreement to adhere to any standard or guideline, and each shall be free to follow or reject it as he sees fit.
5. Whenever collective research is undertaken by NAHAD, care will be exercised so as not to unreasonably restrain competition. Attention also will be taken to see that no significant anti-competitive effects are realized.
6. NAHAD will not sponsor or knowingly be a party to agreements, express or implied, which restrict the members’ freedom in any way to make independent decisions in matters that affect competition.
7. Doubts about NAHAD programs or activities can be discussed with Association staff and counsel, and also may be the subject of consultation with the members’ own counsel.

Conclusion

While it is impossible to cover every contingency that might arise, it is essential that Association members, the Board of Directors, officers and staff have at least a basic understanding of the Federal antitrust laws. We commend these principles to you as a basic commitment to the concept that competition is the lifeline of a healthy and continuing business community.

Conflict of Interest Policy

In their capacity as directors, the members of the Board of Directors (the “Board”) of The Association for Hose and Accessories Distribution (“NAHAD”) must act at all times in the best interests of NAHAD.  The purpose of this policy is to help inform the Board about what constitutes a conflict of interest, assist the Board in identifying and disclosing actual and potential conflicts, and help ensure the avoidance of conflicts of interest where necessary. This policy may be enforced against individual Board members as described below.

CONFLICT OF INTEREST POLICY

1. Board members have a fiduciary duty to conduct themselves without conflict to the interests of NAHAD. In their capacity as Board members, they must subordinate personal, individual business, third-party, and other interests to the welfare and best interests of NAHAD.
   
   
2. A conflict of interest is a transaction or relationship which presents or may present a conflict between a Board member’s obligations to NAHAD and the Board member’s personal, business or other interests.
   
   
3. All conflicts of interest are not necessarily prohibited or harmful to NAHAD. However, it is required that any such interested board member(s) make full, advanced disclosure of any and all actual, or potential, conflicts, to the NAHAD Executive Committee. A determination by the disinterested members of the NAHAD Executive Committee (with all interested Board member(s) being recused from participating in debates and voting on the matter) will be required.
   
   
4. All actual and potential conflicts of interests shall be disclosed by Board members to the NAHAD Executive Committee through the annual disclosure form and/or whenever a conflict arises. The disinterested members of the NAHAD Executive Committee shall make a determination as to whether a conflict exists and what subsequent action is appropriate (if any). The NAHAD Executive 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.
   
   
5. On an annual basis, all Board members shall be provided with a copy of this policy and required to complete and sign the acknowledgment and disclosure form below. All completed forms shall be provided to and reviewed by the NAHAD Executive Committee, as well as all other conflict information provided by Board members.

Business Code of Conduct

NAHAD membership requires compliance with the NAHAD Code of Business Conduct, promoting high professional business and product standards and ethical conduct in dealing with customers, suppliers and competitors, and within their businesses. Members agree to comply with the following standards:

Member Relations with Customers and End-Users:

Represent their products and services fairly and honestly so that no one may be deceived as to their nature, quality or fitness for purpose or confuse such products with the goods of another.

Make no false representation or claims regarding their product endorsements, standards or specifications.

Ensure that all sales terms are clear, correct and adequate and not confuse or deceive customers and/or vendors.

Honestly and clearly represent the advantages and disadvantages of their products or services.

Member Relations with Suppliers:

Represent their suppliers faithfully and honestly through fair dealings to promote their mutual business interests.

Member Relations with Competitors:

At all times, engage in proper ethical standards when soliciting and /or maintaining business.

Make no false or disparaging statements or claims concerning a competitor or their products.

Compete with fairness and honesty, seeking business on merit and service.

Member Relations Within Their Company:

Thoroughly understand the nature and scope of their operations, products and conditions so as to ensure permanence and continuity.

Conduct their affairs at all times in a manner that is compatible with the public interest and the principles of NAHAD.

Will not engage in any activities which could bring discredit to NAHAD, the Hose Safety Institute or to the industry it represents.

Will at all times adhere to NAHAD’s Bylaws and Anti-Trust Policy.

Clearly specify any technical and/or commercial standards accepted by the company and will ensure adherence to those standards.

Ensure safe workplace practices and methods and will promote and ensure the safety of hose assemblies and related hose products provided to all customers. 

Strive for continuous improvement in managing environmental issues within their workplace.

NAHAD Affiliate Members

NAHAD Affiliate members and other Value Partners may only contact NAHAD members while an active partner of NAHAD. If NAHAD terminates this agreement for any reason, Affiliate members and Value Partners must cease and desist from contacting NAHAD members further. Never should an Affiliate member and/or Value Partner ever state they are an endorsed program by NAHAD, but a program in partnership with the association.

NAHAD’s 2024 Annual Meeting of Members will take place on Tuesday, April 30, 2024, during NAHAD’s Annual Convention in San Diego. Please review the materials below in preparation for the meeting. Offer any questions or comments you might have to Molly Alton Mullins at mmullins@nahad.org.

MEMBER MATERIALS

• 2023 Annual Meeting of Members Minutes
• 2023 NAHAD Year End Financials

Thank you,

NAHAD EXECUTIVE COMMITTEE
Dave Heckler, NAHAD President
Brian Pellegrin, NAHAD First Vice President
Mike Mortensen, NAHAD Second Vice President & Treasurer
Jason Westad, NAHAD Immediate President
Molly Alton Mullins, NAHAD Executive Vice President

Board Member Responsibilities

Eligible NAHAD members have the opportunity to offer their talents, time and expertise to support the work of the Association as an elected volunteer leader serving on the Board of Directors.

As noted in Article VI, Section 1 of the NAHAD Bylaws, “The business of the Association shall be managed by its Board of Directors which may exercise all such powers of the Association and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these By-Laws directed or required to be exercised or done by the Members.”

Board members are elected by the voting membership via mail ballot prior to each Annual Meeting of the Association. The Nominating Committee and Board review eligible nominees and a ballot, listing the recommended slate of candidates, is then mailed to all eligible voting members. Requests for nominations are sent to all members annually. Members interested in being considered for election must submit the completed NAHAD Nomination Form to the Association office by a specified date.

NAHAD Board members serve terms of three years. During their term of office each Board member serves as a committee chair or co-chair, and is responsible for the timely operations of the assigned committee and for accomplishing the annual committee Action Items, as defined by the Board. The Board and committee goals and objectives are defined within the Association’s Strategic Plan, which is updated every three years.

Board members commit to attending all scheduled Board meetings held throughout the year (typically one meeting at the Annual Meeting & Convention and one mid-year meeting each September) and to manage the work of their assigned committee. As a member of the NAHAD Board, members agree to follow all established Association policies and procedures and to act in the best interests of the total Association. The NAHAD Board of Directors serves as the Association’s governance body; as such, Board members do not serve constituencies but act on behalf of the entire membership to set policy and direction. NAHAD’s professional staff works in support of the Board and the committees, managing the day-to-day operations of the Association, in keeping with the established policies and procedures.

Board members agree, in writing, to support the following commitments: 

1. Understand and ensure that NAHAD reaches its mission and vision
2. Understand the values of NAHAD and use them in my decision-making
3. Attend all regular and special board meetings and actively participate in proceedings
4. Serve on at least one committee. Attend all regular committee meetings and actively participate in the proceedings
5. Be accessible, at least by phone or e-mail, to staff and other board members as needed
6. Participate in board member orientation programs
7. Support NAHAD by maintaining my company’s annual membership and by attending and/or participating in as many organization events and programs as possible
8. Solicit the membership, in-kind, and political support of other industry firms
9. Share resources and talents with the organization, including expertise, contacts and industry knowledge
10. Serve as an advocate for the organization within my personal, business, and civic circles of influence
11. Fulfill commitments within agreed-upon deadlines
12. Maintain and promote high ethical standards including good-faith board decision making and avoiding an actual or perceived conflict of interest with other activities, interests, and/or organizations with which I may be involved
13. Maintain the confidentiality of the private information of the organization, staff, clients, and other board members
14. Understand and approve global NAHAD policies
15. Be fiscally responsible for the organization by being familiar with, approving and supporting NAHAD’s operating budget
16. Communicate effectively and respect the diverse opinions of others
17. Agree that in the event, for whatever reason, I can no longer fulfill my duties and responsibilities as a NAHAD board member, I will immediately notify the board chair and make arrangements to transfer any outstanding responsibilities to other members of the board

Interested members may submit a completed >> Nomination Form << or should contact Molly Alton Mullins, NAHAD Associate Executive at: mailto:mmullins@nahad.org