2022-05-11T14:59:47-05:00 2021-06-30 470900880 CALIBRE CPA GROUP PLLC 7501 WISCONSIN AVENUE SUITE 1200 WEST BETHESDA MD 20814 990 2020-07-01 521696342 INTERNATIONAL DAIRY FOODS ASSOCIATION INTE 2027374332 1250 H STREET NW NO 900 WASHINGTON DC 20005 NEIL MORAN SR VICE PRES, FINANCE ADMIN 2027374332 2022-05-11 1 NEIL MORAN 999009999 ERIN CRANMER P01712644 2023319880 3 AAL1 IAL1 2020 2022-09-23 18:48:47Z MICHAEL DYKES 1250 H STREET NW NO 900 WASHINGTON DC 20005 11393202 0 X WWW.IDFA.ORG X 1989 DC THE INTERNATIONAL DAIRY FOODS ASSOCIATION (IDFA), WASHINGTON, D.C., REPRESENTS THE NATION'S DAIRY MANUFACTURING AND MARKETING INDUSTRY, WHICH SUPPORTS MORE THAN 3 MILLION JOBS THAT GENERATE $159 BILLION IN WAGES AND $620 BILLION IN OVERALL ECONOMIC IMPACT. IDFA'S DIVERSE MEMBERSHIP RANGES FROM MULTINATIONAL ORGANIZATIONS TO SINGLE-PLANT COMPANIES, FROM DAIRY COMPANIES AND COOPERATIVES TO FOOD RETAILERS AND SUPPLIERS, ALL ON THE CUTTING EDGE OF INNOVATION AND SUSTAINABLE BUSINESS PRACTICES. IDFA MEMBERS REPRESENT APPROXIMATELY 90% OF THE MILK, CHEESE, ICE CREAM, YOGURT AND CULTURED PRODUCTS, AND DAIRY INGREDIENTS PRODUCED AND MARKETED IN THE UNITED STATES AND SOLD THROUGHOUT THE WORLD. OUR MEMBERS ARE PROUD TO PROVIDE DELICIOUS, SAFE AND NUTRITIOUS DAIRY FOODS TO PEOPLE OF ALL AGES, EVERYWHERE. 33 33 28 0 7224 5628 85166 0 9305243 8552744 329731 340770 608790 319954 10328930 9213468 0 0 0 0 5850512 5751108 0 0 0 3968924 3604382 9819436 9355490 509494 -142022 16323894 19193960 6038025 7193508 10285869 12000452 X IDFA MISSION: IDFA ADVOCATES ON BEHALF OF AMERICA'S DAIRY INDUSTRY TO ENSURE OUR MEMBERS HAVE THE TOOLS AND RESOURCES THEY NEED TO INNOVATE AND THRIVE. IDFA VALUES: AT IDFA, PEOPLE ARE OUR MOST IMPORTANT RESOURCE. WE ARE COMMITTED TO A POSITIVE WORK ENVIRONMENT, INDIVIDUAL AND PROFESSIONAL GROWTH AND EXCELLENCE IN ALL WE DO. HERE ARE MORE DETAILS ABOUT IDFA'S FOUR CORE VALUES: PEOPLE: IDFA'S PEOPLE ARE OUR MOST IMPORTANT RESOURCE, AND WE PRIORITIZE BUILDING AND MAINTAINING AN INCLUSIVE TEAM CULTURE THAT IS OPEN, FLEXIBLE AND RESPONSIVE TO THE NEEDS OF OUR PEOPLE. MEMBERS: IDFA IS AN INCLUSIVE MEMBERSHIP ORGANIZATION THAT REPRESENTS, ENGAGES AND PROVIDES LEADERSHIP AND DEVELOPMENTAL OPPORTUNITIES FOR ALL SEGMENTS OF THE GROWING DAIRY INDUSTRY.RELATIONSHIPS: LEADING WITH INTEGRITY AND OFFERING OUR EXPERTISE AND INSIGHT, IDFA FOSTERS CLOSE WORKING RELATIONSHIPS WITH LEADERS IN GOVERNMENT, INDUSTRY AND ACADEMIA.OPERATIONAL EXCELLENCE: IDFA IS COMMITTED 0 0 IDFA'S STRATEGIC PILLARS - ADVOCACY, REGULATORY AND COMMUNICATIONS - WORK TOGETHER TO MAKE A POSITIVE DIFFERENCE FOR THE DAIRY INDUSTRY AND OUR CONSUMERS. DAY TO DAY, IDFA DEPLOYS A COMBINATION OF ISSUE ADVOCACY, EDUCATION AND TRAINING, AND NETWORK-BUILDING TO DELIVER VALUE TO OUR MEMBERS AND THE FULL DAIRY SUPPLY CHAIN. IDFA COORDINATES AND LEADS ISSUES-DRIVEN CAMPAIGNS AT THE FEDERAL AND STATE LEVELS TO IMPACT POLICY AND REGULATION; WE PROVIDE DATA AND ANALYSIS TO HELP DAIRY FOODS COMPANIES REMAIN COMPETITIVE AND INNOVATIVE IN A DYNAMIC BUSINESS CLIMATE; WE ORGANIZE AND HOST INDUSTRY CONFERENCES TO KEEP OUR MEMBERS UP TO DATE ON THE LATEST TRENDS IN THE INDUSTRY; AND WE PROVIDE ONGOING LEARNING AND TRAINING OPPORTUNITIES FOR DAIRY PROFESSIONALS. THOSE ARE JUST SOME OF THE WAYS IDFA IS MAKING A DIFFERENCE FOR DAIRY. 0 0 0 1 0 0 0 0 0 1 0 0 0 1 1 1 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 38 0 1 28 1 1 1 0 0 0 1 1 0 0 0 X 33 33 0 0 0 0 1 1 0 1 1 0 0 0 1 1 1 1 1 1 0 0 DC X THE ASSOCIATION - NEIL MORAN 2027374332 1250 H STREET NW WASHINGTON DC 20005 DAVID AHLEM CHAIR 1.00 X X 0 0 0 PATRICIA STROUP VICE CHAIR 1.00 X X 0 0 0 STAN RYAN SECRETARY 1.00 X X 0 0 0 DAVID NELSEN TREASURER 1.00 X X 0 0 0 ANDREI MIKHALEVSKY INGREDIENTS BOARD CHAIR 1.00 X 0 0 0 BRAD ANDERSON INGREDIENTS BOARD VICE CHAIR 1.00 X 0 0 0 BRIAN PHELAN DIRECTOR 1.00 X 0 0 0 CHRIS OLSEN DIRECTOR 1.00 X 0 0 0 DALE ANDERSEN DIRECTOR 1.00 X 0 0 0 DAN ZAGZEBSKI IMMEDIATE PAST CHAIR 1.00 X 0 0 0 DENNIS RODENBAUGH DIRECTOR 1.00 X 0 0 0 DOUG SIMON CHEESE BOARD VICE CHAIR 1.00 X 0 0 0 DOUGLAS GLADE DIRECTOR 1.00 X 0 0 0 ED MULLINS MILK BOARD VICE CHAIR 1.00 X 0 0 0 ERIN SHARP DIRECTOR 1.00 X 0 0 0 GREG SCHLAFER DIRECTOR 1.00 X 0 0 0 JAY BRYANT DIRECTOR 1.00 X 0 0 0 JEFF FIELKOW DIRECTOR 1.00 X 0 0 0 JEFFREY KANEB MILK BOARD CHAIR 1.00 X 0 0 0 JERRY KAMINSKI DIRECTOR 1.00 X 0 0 0 KEN JORGENSEN DIRECTOR 1.00 X 0 0 0 LAWRENCE WEBSTER DIRECTOR 1.00 X 0 0 0 LOUIE GENTINE CHEESE BOARD CHAIR 1.00 X 0 0 0 MARY LEDMAN DIRECTOR 1.00 X 0 0 0 MICHAEL WELLS ICE CREAM BOARD CHAIR 1.00 X 0 0 0 MIKE DURKIN DIRECTOR 1.00 X 0 0 0 MIKE NEU DIRECTOR 1.00 X 0 0 0 PETER COTTER DIRECTOR 1.00 X 0 0 0 PHILIPPE CARADEC YOGURT AND CULTURED PRODUCTS BOARD CHAIR 1.00 X 0 0 0 RICH DRAPER ICE CREAM BOARD VICE CHAIR 1.00 X 0 0 0 SCOTT MCGINTY DIRECTOR 1.00 X 0 0 0 SHELLEY ROTH DIRECTOR 1.00 X 0 0 0 SUE TAYLOR DIRECTOR 1.00 X 0 0 0 TERRY BROCKMAN INGREDIENTS BOARD CHAIR 1.00 X 0 0 0 TIM GALLOWAY DIRECTOR 1.00 X 0 0 0 TOM MURPHY DIRECTOR 1.00 X 0 0 0 TREVOR FARRELL YOGURT AND CULTURED PRODUCTS BOARD VICE CHAIR 1.00 X 0 0 0 MICHAEL DYKES PRESIDENT & CEO 40.00 X 892543 0 44389 DAVE CARLIN SENIOR VICE PRESIDENT 40.00 X 441156 0 43415 NEIL MORAN SENIOR VICE PRESIDENT 40.00 X 287657 0 42001 TRACY BOYLE ASSISTANT SECRETARY/TREASURER 40.00 X 135512 0 36742 THOMAS WOJNO SENIOR VICE PRESIDENT 40.00 X 399108 0 25492 JOSEPH SCIMECA SENIOR VICE PRESIDENT 40.00 X 301913 0 13335 MATTHEW HERRICK SENIOR VICE PRESIDENT 40.00 X 261652 0 16730 CARY FRYE FORMER SENIOR VICE PRESIDENT 40.00 X 213567 0 3475 DANIELLE QUIST SENIOR DIRECTOR 40.00 X 202052 0 23354 3135160 0 248933 12 0 1 0 MARRIOTT BUSINESS SERVICES PO BOX 403003 ATLANTA GA 30384 HOTEL FOR MEETING 427767 BLIMLING AND ASSOCIATES INC PO BOX 208640 DALLAS TX 753208640 CONSULTANT 221000 LEADING AUTHORITIES INC 1725 I STREET NW STE 200 WASHINGTON DC 20006 SPEAKERS 162525 GRAVES SHOW PRODUCTIONS 3413 TANTERRA CIRCLE BROOKEVILLE MD 20833 AUDIO VIDEO MANAGEMENT & STAGING 157650 HOGAN LOVELLS 555 13TH STREET NW 800E WASHINGTON DC 20004 LEGAL 132082 5 MEMBERSHIP DUES 900099 7302582 7302582 TRAINING & ED. PROGRAMS 900099 1249982 1249982 ADMIN FEES USDEC 900099 180 180 8552744 308944 308944 185555 0 185555 185555 185555 2211560 2179734 31826 31826 31826 ADMINISTRATIVE REIMBURSEMENTS 900099 33520 33520 ADVERTISING 541800 7224 7224 93655 93655 134399 9213468 8679919 7224 526325 1923415 3250988 200866 122402 253437 24594 54500 59893 12560 281420 14856 120222 908095 19645 970563 110212 78200 DAIRY FORUM 609665 INTRA-INDUSTRY RELATION 165230 OTHER 100087 DUES 66452 8188 9355490 3050975 3326930 91651 125303 112285 90948 1636297 813016 200331 823281 12842405 14802835 26247 24663 16323894 19193960 1066098 1476557 4411623 4062376 560304 1654575 6038025 7193508 X 10285869 12000452 10285869 12000452 16323894 19193960 -142022 1856605 0 X X 0 1 X 1 0 0 0 1 7302582 528595 1726312 2254907 1314465 940442 741897 29062 712835 391263 363954 27309 503137 420000 83137 823281 DEFERRED RENT ABATEMENT 275516 DEFERRED COMPENSATION 1379059 1654575 X 10993080 1856605 1856605 9136475 59893 17100 76993 9213468 9278497 0 9278497 76993 76993 9355490 PART X, LINE 2: IDFA ADOPTED THE AUTHORITATIVE GUIDANCE TO ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES INCLUDED IN ACCOUNTING STANDARDS CODIFICATION (ASC) INCOME TAXES. THESE PROVIDE CONSISTENT GUIDANCE FOR THE ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES RECOGNIZED IN AN ENTITY'S FINANCIAL STATEMENTS AND PRESCRIBE A THRESHOLD OF 'MORE LIKELY THAN NOT" FOR RECOGNITION AND DERECOGNITION OF TAX POSITIONS TAKEN OR EXPECTED TO BE TAKEN IN A TAX RETURN. IDFA PERFORMED AN EVALUATION OF UNCERTAIN TAX POSITIONS FOR THE YEAR ENDED JUNE 30, 2021, AND DETERMINED THAT THERE WERE NO MATTERS THAT WOULD REQUIRE RECOGNITION IN THE FINANCIAL STATEMENTS. PART XI, LINE 4B - OTHER ADJUSTMENTS: MANAGEMENT FEES REIMBURSED NETTED AGAINST OVERHEAD EXPENSE ON FS 17,100. PART XII, LINE 4B - OTHER ADJUSTMENTS: MANAGEMENT FEES REIMBURSED NETTED AGAINST OVERHEAD EXPENSE ON FS 17,100. INVESTMENT FEES 59,893. X X X 1 1 X X X X 0 0 0 MICHAEL DYKES PRESIDENT & CEO 892543 0 0 0 0 0 22950 0 21439 0 936932 0 0 0 DAVE CARLIN SENIOR VICE PRESIDENT 441156 0 0 0 0 0 22950 0 20465 0 484571 0 0 0 THOMAS WOJNO SENIOR VICE PRESIDENT 399108 0 0 0 0 0 22950 0 2542 0 424600 0 0 0 NEIL MORAN SENIOR VICE PRESIDENT 287657 0 0 0 0 0 37200 0 4801 0 329658 0 0 0 JOSEPH SCIMECA SENIOR VICE PRESIDENT 301913 0 0 0 0 0 0 0 13335 0 315248 0 0 0 MATTHEW HERRICK SENIOR VICE PRESIDENT 261652 0 0 0 0 0 11635 0 5095 0 278382 0 0 0 DANIELLE QUIST SENIOR DIRECTOR 202052 0 0 0 0 0 13541 0 9813 0 225406 0 0 0 CARY FRYE FORMER SENIOR VICE PRESIDENT 213567 0 0 0 0 0 0 0 3475 0 217042 0 0 0 TRACY BOYLE ASSISTANT SECRETARY/TREASURER 135512 0 0 0 0 0 19965 0 16777 0 172254 0 0 0 PART I, LINE 1A FOR THE PRESIDENT: TRAVEL FOR WIFE AND DUES ARE INCLUDED IN COMPENSATION REVIEW BY THE COMPENSATION COMMITTEE. FOR SENIOR GROUP VICE PRESIDENT AND VICE PRESIDENT: TRAVEL FOR COMPANION TO THE SPRING BOARD MEETING AND SOCIAL CLUBS DUES AS APPROVED BY THE PRESIDENT. FORM 990, PART VI, SECTION A, LINE 6 IDFA MEMBERSHIP INCLUDES THE FOLLOWING MEMBERSHIP CATEGORIES: IDFA DAIRY PROCESSOR MEMBER - ANY PERSON, PARTNERSHIP, CORPORATION OR OTHER LEGAL ENTITY (EXCEPT FOR A TRADE ASSOCIATION) ENGAGED IN THE DAIRY PROCESSING AND MANUFACTURING INDUSTRIES IN THE UNITED STATES, CANADA OR MEXICO IS ELIGIBLE FOR IDFA DAIRY PROCESSOR VOTING MEMBERSHIP IN THE ASSOCIATION. THIS MEMBERSHIP CATEGORY SHALL INCLUDE THOSE ENGAGED IN PROCESSING, MANUFACTURING, DISTRIBUTING, MARKETING OR LICENSING OF MILK PRODUCTS, ICE CREAM, CHEESE PRODUCTS, YOGURT AND CULTURED PRODUCTS, BUTTER, DAIRY-DERIVED INGREDIENTS OR OTHER DAIRY PRODUCTS IN THE UNITED STATES, CANADA OR MEXICO. AN IDFA DAIRY PROCESSOR MEMBER MAY PARTICIPATE IN ONE OR MORE OF THE INDUSTRY SEGMENT BOARDS (AS DEFINED BELOW), CONSISTENT WITH ITS PRODUCT BUSINESS. IDFA GOLD BUSINESS PARTNER MEMBER - ANY PERSON, PARTNERSHIP, CORPORATION OR OTHER LEGAL ENTITY (EXCEPT FOR A TRADE ASSOCIATION) ELIGIBLE FOR MEMBERSHIP AS AN IDFA BUSINESS PARTNER IS ALSO ELIGIBLE TO BECOME AN IDFA GOLD BUSINESS PARTNER. THIS CATEGORY OF MEMBERSHIP SHALL HAVE A HIGHER RATE OF DUES THAN REGULAR IDFA BUSINESS PARTNERS, AND AN ENHANCED LEVEL OF MEMBERSHIP RIGHTS AND PRIVILEGES, INCLUDING MEMBERSHIP VOTING AND ELIGIBILITY TO SERVE ON THE EXECUTIVE COUNCIL. AN IDFA GOLD BUSINESS PARTNER MEMBER MAY ALSO PARTICIPATE IN ONE OR MORE OF THE INDUSTRY SEGMENT BOARDS, CONSISTENT WITH ITS PRODUCT BUSINESS OR SERVICES. IDFA DAIRY USER MEMBER - ANY PERSON, PARTNERSHIP, CORPORATION OR OTHER LEGAL ENTITY (EXCEPT FOR A TRADE ASSOCIATION) IN THE BUSINESS OF PROCURING, USING OR SELLING PROCESSED OR MANUFACTURED DAIRY PRODUCTS IS ELIGIBLE FOR IDFA DAIRY USER NON-VOTING MEMBERSHIP IN THE ASSOCIATION. IDFA BUSINESS PARTNER MEMBER - ANY PERSON, PARTNERSHIP, CORPORATION OR OTHER LEGAL ENTITY (EXCEPT FOR A TRADE ASSOCIATION) IN THE BUSINESS OF SUPPLYING GOODS OR SERVICES TO THE DAIRY PROCESSING OR MANUFACTURING INDUSTRIES IS ELIGIBLE FOR IDFA BUSINESS PARTNER, NON-VOTING MEMBERSHIP IN THE ASSOCIATION. THIS MEMBERSHIP CATEGORY SHALL INCLUDE BROKERS OF MILK PRODUCTS, ICE CREAM, CHEESE PRODUCTS, YOGURT AND CULTURED PRODUCTS, BUTTER, DAIRY-DERIVED INGREDIENTS OR OTHER DAIRY PRODUCTS AND SERVICES. IDFA AFFILIATED ASSOCIATION MEMBER - ANY TRADE ASSOCIATION, OR COMPARABLE ORGANIZATION, REPRESENTING PROCESSORS, MANUFACTURERS, DISTRIBUTORS, MARKETERS, OR LICENSORS OF MILK PRODUCTS, ICE CREAM, CHEESE PRODUCTS, YOGURT AND CULTURED PRODUCTS, BUTTER, DAIRY-DERIVED INGREDIENTS OR OTHER DAIRY PRODUCTS IS ELIGIBLE FOR IDFA AFFILIATED ASSOCIATION, NON-VOTING MEMBERSHIP IN THE ASSOCIATION. IDFA INTERNATIONAL MEMBER - ANY PERSON, PARTNERSHIP, CORPORATION OR OTHER LEGAL ENTITY (EXCEPT FOR A TRADE ASSOCIATION) ENGAGED IN THE DAIRY PROCESSING AND MANUFACTURING INDUSTRIES OUTSIDE OF THE UNITED STATES, CANADA, OR MEXICO IS ELIGIBLE FOR IDFA INTERNATIONAL NON-VOTING MEMBERSHIP IN THE ASSOCIATION. THIS MEMBERSHIP CATEGORY SHALL INCLUDE THOSE ENGAGED IN PROCESSING, MANUFACTURING, DISTRIBUTING, MARKETING, OR LICENSING OF MILK PRODUCTS, ICE CREAM, CHEESE PRODUCTS, YOGURT AND CULTURED PRODUCTS, BUTTER, DAIRY-DERIVED INGREDIENTS OR OTHER DAIRY PRODUCTS OUTSIDE OF THE UNITED STATES, CANADA, OR MEXICO. MEMBERSHIP ELIGIBILITY - THE ASSOCIATION'S EXECUTIVE COUNCIL MAY ESTABLISH AND PROMULGATE ADDITIONAL MEMBERSHIP CRITERIA, AS WELL AS RIGHTS AND PRIVILEGES OF MEMBERSHIP, IN ANY OR ALL MEMBERSHIP CLASSIFICATIONS. THE ASSOCIATION'S EXECUTIVE COUNCIL SHALL ESTABLISH PROCEDURES FOR APPLICATION AND APPROVAL OF MEMBERS BASED ON CLEAR AND OBJECTIVE CRITERIA FOR MEMBERSHIP, AS WELL AS PROCEDURES FOR VOLUNTARY WITHDRAWAL OF MEMBERS OR FOR INVOLUNTARY REMOVAL OF MEMBERS FOR FAILURE TO PAY DUES, FAILURE TO COMPLY WITH THESE BYLAWS, OR FAILURE TO ADHERE TO OTHER APPLICABLE POLICIES AND PROCEDURES OF THE ASSOCIATION, SUBJECT, IN THE CASE OF INVOLUNTARY REMOVAL FOR REASONS OTHER THAN FAILURE TO PAY DUES, TO REMOVAL PROCEDURES IN WHICH THE MEMBER IS GIVEN NOTICE OF THE REASONS FOR THE PROPOSED REMOVAL, OPPORTUNITY TO RESPOND, AND CONSIDERATION OF THE DECISION BY AN OBJECTIVE BODY OF THE ASSOCIATION. FORM 990, PART VI, SECTION A, LINE 7A AUTHORITY THE GOVERNING BODY OF THE ASSOCIATION IS ITS EXECUTIVE COUNCIL, WHICH HAS THE AUTHORITY AND IS RESPONSIBLE FOR GOVERNANCE. THE EXECUTIVE COUNCIL FOCUSES THE EXERCISE OF ITS AUTHORITY ON OVERALL ASSOCIATION LONG-RANGE PLANNING, FINANCIAL BUDGETING AND REPORTING, ASSOCIATION-WIDE POLICY AND IMPLEMENTATION OF POLICY BY THE ASSOCIATION'S STAFF UNDER THE DIRECTION OF THE PRESIDENT AND CHIEF EXECUTIVE OFFICER (THE "PRESIDENT AND CEO"). WHEREVER POSSIBLE, THE EXECUTIVE COUNCIL DEFERS TO THE INDUSTRY SEGMENT BOARDS ON POLICY AND PROGRAM MATTERS AFFECTING ONE OR MORE INDUSTRY PRODUCT SEGMENTS. COMPOSITION THE ASSOCIATION'S EXECUTIVE COUNCIL CONSISTS OF AT LEAST FIFTEEN (15) AND NOT MORE THAN TWENTY-FIVE (25) VOTING DIRECTORS. THE ASSOCIATION'S CHAIR, VICE CHAIR, SECRETARY, TREASURER AND IMMEDIATE PAST CHAIR, AS WELL AS THE CHAIR AND VICE CHAIR OF EACH INDUSTRY SEGMENT BOARD, SHALL SERVE ON THE EXECUTIVE COUNCIL. UP TO TEN (10) ADDITIONAL VOTING DIRECTOR POSITIONS (SUCH NUMBER TO BE DETERMINED FROM TIME TO TIME BY THE EXECUTIVE COUNCIL) SHALL BE FILLED BY REPRESENTATIVES OF ASSOCIATION MEMBERS, WITH NOT MORE THAN FOUR (4) DIRECTORS REPRESENTING GOLD BUSINESS PARTNER MEMBERS. NO ASSOCIATION MEMBER MAY HAVE MORE THAN ONE REPRESENTATIVE SERVING ON THE EXECUTIVE COUNCIL IN ANY CAPACITY. ADDITIONALLY, THE PRESIDENT AND CEO SERVES AS AN EX OFFICIO NON-VOTING DIRECTOR. THE EXECUTIVE COUNCIL MAY, IN ITS DISCRETION, APPOINT ADDITIONAL NON- VOTING DIRECTORS. ELECTION AND TERMS EACH VOTING DIRECTOR IS ELECTED TO THE EXECUTIVE COUNCIL BY THE EXECUTIVE COUNCIL BASED ON A SLATE OF NOMINATIONS FROM THE NOMINATION AND GOVERNANCE COMMITTEE. EACH VOTING DIRECTOR SERVES A THREE-YEAR TERM, NOT COUNTING SERVICE TO FILL THE UNEXPIRED TERM OF A VACANT DIRECTOR POSITION; A DIRECTOR'S TERM THAT HAS EXPIRED WILL AUTOMATICALLY BE EXTENDED FOR THE PERIOD IN WHICH THE DIRECTOR IS ELECTED TO SERVE AS AN OFFICER OF THE ASSOCIATION. VOTING DIRECTORS' TERMS ARE STAGGERED. THE PRESIDENT AND CEO SERVES FOR AS LONG AS IN THAT POSITION. VACANCIES VACANCIES AMONG VOTING DIRECTORS CAUSED BY RESIGNATION OR REMOVAL ARE FILLED BY THE EXECUTIVE COUNCIL. VOTING DIRECTORS ELECTED IN THIS MANNER WILL SERVE THE BALANCE OF THE TERMS FOR WHICH THEY ARE FILLING VACANCIES AND THEN BE SUBJECT TO THE REGULAR TERM LIMIT IN THESE BYLAWS. MEETINGS AND ACTION THE ASSOCIATION EXECUTIVE COUNCIL SHALL MEET IN PERSON AT LEAST ANNUALLY. THE DATE, TIME AND PLACE OF SUCH ANNUAL MEETING, AND ANY OTHER REGULAR MEETINGS OF THE EXECUTIVE COUNCIL, SHALL BE SET BY RESOLUTION OF THE EXECUTIVE COUNCIL WITHOUT REQUIREMENT OF FURTHER NOTICE. ADDITIONAL SPECIAL MEETINGS OF THE EXECUTIVE COUNCIL MAY BE CALLED BY THE CHAIR OF THE EXECUTIVE COUNCIL, UPON AT LEAST TWENTY-FOUR (24) HOURS NOTICE. EACH VOTING DIRECTOR HAS ONE VOTE. A MAJORITY OF VOTING DIRECTORS FORMS A QUORUM; A MAJORITY OF VOTES WHERE A QUORUM IS PRESENT CARRIES AN ACTION UNLESS PROVIDED OTHERWISE IN THESE BYLAWS OR BY APPLICABLE LAW. PROXY VOTING IS NOT PERMITTED. MEETINGS MAY BE HELD ELECTRONICALLY IF EACH DIRECTOR CAN HEAR THE OTHERS AND BE HEARD BY THEM. ACTION MAY ALSO BE TAKEN WITHOUT A MEETING BY UNANIMOUS WRITTEN CONSENT (INCLUDING VIA ELECTRONIC TRANSMISSION) WHERE AN ACTION IS CARRIED ONLY IF ALL VOTING DIRECTORS VOTE UNANIMOUSLY IN FAVOR OF A MATTER. FORM 990, PART VI, SECTION B, LINE 11B THE 990 IS REVIEWED BY THE INTERNATIONAL DAIRY FOODS ASSOCIATION'S FINANCE COMMITTEE, WHICH IS COMPRISED OF THE FOUR CURRECT OFFICERS AND THE IMMEDIATE PART CHAIRMAN. FORM 990, PART VI, SECTION B, LINE 12C THE CONFLICT OF INTEREST POLICY IS GIVEN OUT TO THE BOARD AT THE ANNUAL BOARD MEETING IN THE FALL. THE DIRECTOR OF BOARD RELATIONS IS RESPONSIBLE FOR ENSURING THAT ALL BOARD MEMBERS COMPLETE THE DISCLOSURE. FORM 990, PART VI, SECTION B, LINE 15A THE CEO'S COMPENSATION IS DETERMINED BY THE FINANCE COMMITTEE THAT IS PROVIDED WITH A LISTING OF OTHER FOOD TRADE ASSOCIATIONS CEO'S SALARY AND BENEFITS AS REPORTED ON THE ASSOCIATIONS MOST CURRENT 990 FILING. THE FINANCE COMMITTEE IS ALSO PROVIDED WITH THE DUTIES, RESPONSIBILITIES, GOALS AND CURRENT COMPENSATION AND BENEFITS. FORM 990, PART VI, SECTION C, LINE 19 DOCUMENTATION IS MADE AVAILABLE UPON REQUEST AT THE COST OF THE ASSOCIATION. FORM 990, PART XII, LINE 2C THE FINANCE COMMITTEE WHICH IS COMPRISED OF IDFA'S FOUR OFFICERS AND THE IMMEDIATE PAST CHAIRMAN IS RESPONSIBLE FOR THE OVERSIGHT OF THE AUDIT REVIEW. WORLDWIDE FOOD EXPO LLC 1250 H STREET NW WASHINGTON DC 20005 541843106 TRADE SHOW DE INTERNATIONAL DAIRY FOODS ASSN