2016-11-09T16:09:43-06:00 2015-12-31 521711839 COUNCILOR BUCHANAN & MITCHELL PC 7910 WOODMONT AVENUE SUITE 500 BETHESDA MD 20814 990 2015-01-01 132991884 ASSOCIATION OF INTERNATIONAL PHOTOGRAPHY ART DEALERS INC ASSO 2023671158 2025 M STREET NW NO 800 WASHINGTON DC 20036 MEREDITH YOUNG EXECUTIVE DIRECTOR 2023671158 2016-11-03 1 DANIEL L WEAVER P01249346 3019860600 2016-11-03 2015 2017-02-10 21:41:12Z MEREDITH ROBERTSON 2025 M STREET NW NO 800 WASHINGTON DC 20036 2209324 0 X WWW.AIPAD.COM X 1979 NY DEDICATED TO CREATING AND MAINTAINING HIGH STANDARDS IN THE BUSINESS OF EXHIBITING, BUYING, AND SELLING PHOTOGRAPHS AS ART. 15 15 0 23 40125 0 0 0 2157199 2208210 1146 1114 0 0 2158345 2209324 0 0 0 0 0 0 0 0 0 2105762 2235205 2105762 2235205 52583 -25881 1621370 1763308 907969 1075788 713401 687520 X THE ASSOCIATION OF INTERNATIONAL PHOTOGRAPHY ART DEALERS (AIPAD) WAS ORGANIZED IN 1979. WITH MEMBERS IN THE UNITED STATES, AUSTRALIA, CANADA, EUROPE AND JAPAN, THE ASSOCIATION HAS BECOME A UNIFYING FORCE IN THE FIELD OF PHOTOGRAPHY. AIPAD IS DEDICATED TO CREATING AND MAINTAINING HIGH STANDARDS IN THE BUSINESS OF EXHIBITING, BUYING AND SELLING PHOTOGRAPHS AS ART. 0 0 THE AIPAD PHOTOGRAPHY SHOW - THE SHOW, HELD IN NEW YORK CITY, IS AN ANNUAL FAIR BY AND FOR THE MEMBERS OF AIPAD. THE SHOW BROUGHT TOGETHER APPROXIMATELY 85 OF THE WORLD'S LEADING FINE ART PHOTOGRAPHY GALLERIES TO SHOWCASE A WIDE RANGE OF MUSEUM QUALITY WORK BY CONTEMPORARY, MODERN AND 19TH CENTURY MASTERS. IN ADDITIONAL TO THE SHOW, A PREVIEW WAS HOSTED BY AIPAD. MEMBERSHIP DIRECTORY AND CATALOGUE - THE AIPAD CATALOGUE SHOWCASES AIPAD'S MEMBER GALLERIES, INCLUDING THEIR CONTACT INFORMATION, AREAS OF EXPERTISE, AND AN ALPHABETIZED INDEX OF PHOTOGRAPHERS WHO ARE REPRESENTED BY EACH GALLERY. THE CATALOGUE ALSO FEATURES VALUABLE BUSINESSES AND SERVICES RELATED TO THE FIELD OF PHOTOGRAPHY. PUBLIC RELATIONS - THE PUBLIC RELATIONS PROGRAM PROVIDES OUTREACH OPPORTUNITIES AND COMMUNICATIONS REGARDING THE MEDIA, PRESS, PUBLIC, AIPAD PROGRAMS, AND THE VALUE OF MEMBER SERVICES. NEW YORK CITY SHOW PANELS - THE AIPAD PANEL DISCUSSIONS ARE INFORMATIVE DISCUSSION SESSIONS THAT FEATURE PROMINENT LEADERS IN THE WORLD OF FINE ART PHOTOGRAPHY. RE-BRANDING - AIPAD DECIDED TO PURSUE A REBRANDING PROJECT IN 2014 TO DEVELOP A NEW BRAND IDENTIFY IN THE MARKETPLACE. AIPAD HIRED A REBRANDING COMPANY TO RESEARCH AND FACILITATE DISCUSSION AROUND REBRANDING BOTH THE ORGANIZATION AND SHOW NAMES. IN THE END, THE BOARD DECIDED ONLY TO REBRAND THE SHOW NAME. 0 0 0 1 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 10 0 1 0 1 1 0 0 0 0 0 X 15 15 0 1 1 0 1 1 0 1 1 0 0 1 1 1 1 1 1 0 0 0 NY DC X SMITHBUCKLIN CORP 2023671158 2025 M STREET SUITE 800 WASHINGTON DC 20036 X CATHERINE EDELMAN PRESIDENT 5.00 X X 0 0 0 KRAIGE BLOCK FIRST VICE-PRESIDENT 5.00 X X 0 0 0 SUSAN HERZIG TREASURER 5.00 X X 0 0 0 RICHARD MOORE SECRETARY 5.00 X X 0 0 0 HENRY FELDSTEIN DIRECTOR 2.00 X 0 0 0 MISSY FINGER DIRECTOR 2.00 X 0 0 0 JAMES HYMAN DIRECTOR 2.00 X 0 0 0 KAREN MARKS DIRECTOR 2.00 X 0 0 0 LARRY MILLER DIRECTOR 2.00 X 0 0 0 ROBERT MORAT DIRECTOR 2.00 X 0 0 0 LISA SETTE DIRECTOR 2.00 X 0 0 0 ROGER SZMULEWICZ DIRECTOR 2.00 X 0 0 0 MEREDITH ROBERTSON EXECUTIVE DIRECTOR 20.00 X 0 0 0 0 0 0 0 0 0 0 SMITHBUCKLIN CORPORATION 2025 M ST NW SUITE 800 WASHINGTON DC 20036 MGT SERVICES INCL.EMPLOYEE COSTS OVER AS 548749 SELECT CONTRACTING 240 VETERANS BLVD CARLSTADT NJ 07072 GENERAL CONTRACTOR FOR 2015 SHOW 492553 HECKLER ELECTRIC COMPANY INC 10-29 44TH ROAD LONG ISLAND CITY NY 11101 ELECTRICAL SETUP FOR 2015 SHOW 130986 3 NEW YORK CITY SHOW 900099 1924155 1924155 MEMBERSHIP DUES 900099 234000 234000 MEMBERSHIP DIRECTORY & 541800 50055 9930 40125 2208210 1114 1114 2209324 2168085 40125 1114 303524 10181 40063 119385 99139 24538 11877 1616775 4096 MISCELLANEOUS 5627 2235205 715118 1145893 673280 243388 54095 4645 178877 369382 1621370 1763308 3232 10779 904737 1065009 907969 1075788 X 713401 687520 713401 687520 1621370 1763308 -25881 0 X X 0 1 X 1 0 0 1 0 0 X 2209324 0 2209324 0 2209324 2235205 0 2235205 0 2235205 PART X, LINE 2: AIPAD IS EXEMPT FROM INCOME TAXES UNDER SECTION 501(C)(6) OF THE INTERNAL REVENUE CODE AND APPLICABLE STATE LAW. THE ACCOUNTING STANDARD ON ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES ADDRESSES THE DETERMINATION OF WHETHER TAX BENEFITS CLAIMED OR EXPECTED TO BE CLAIMED ON A TAX RETURN SHOULD BE RECORDED IN THE FINANCIAL STATEMENTS. UNDER THAT GUIDANCE, AIPAD MAY RECOGNIZE THE TAX BENEFIT FROM AN UNCERTAIN TAX POSITION ONLY IF IT IS MORE LIKELY THAN NOT THAT THE TAX POSITION WILL BE SUSTAINED ON EXAMINATION BY TAXING AUTHORITIES BASED ON THE TECHNICAL MERITS OF THE POSITION. EXAMPLES OF TAX POSITIONS INCLUDE THE TAX-EXEMPT STATUS OF AIPAD AND VARIOUS POSITIONS RELATED TO THE POTENTIAL SOURCES OF UNRELATED BUSINESS INCOME TAX (UBIT). THE TAX BENEFITS RECOGNIZED IN THE FINANCIAL STATEMENTS FROM SUCH AN UNCERTAIN TAX POSITION ARE MEASURED BASED ON THE LARGEST BENEFIT THAT HAS A GREATER THAN 50% LIKELIHOOD OF BEING REALIZED UPON ULTIMATE SETTLEMENT. THERE WERE NO UNRECOGNIZED TAX BENEFITS RELATED TO UNCERTAIN TAX POSITIONS IDENTIFIED OR RECORDED AS LIABILITIES FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014. AIPAD'S POLICY WOULD BE TO RECOGNIZE INTEREST AND PENALTIES, IF ANY, ON TAX POSITIONS RELATED TO ITS UNRECOGNIZED TAX BENEFITS IN INCOME TAX EXPENSE IN THE FINANCIAL STATEMENTS. NO INTEREST AND PENALTIES WERE ASSESSED OR RECORDED DURING THE YEARS ENDED DECEMBER 31, 2015 AND 2014. FORM 990, PART VI, SECTION A, LINE 3 MANAGEMENT DUTIES CUSTOMARILY PERFORMED BY KEY EMPLOYEES WERE DELEGATED BY THE BOARD OF DIRECTORS TO THE MANAGEMENT COMPANY SMITHBUCKLIN. FORM 990, PART VI, SECTION A, LINE 4 THE BYLAWS WERE CHANGED DURING 2015. SOME OF THE CHANGES WERE: GENERAL SECTION -REMOVED "EFFECT OF TERMINATION OF AFFILIATION" SECTION AS PROVISION IS ACCOUNTED FOR ELSEWHERE IN NEW BYLAWS. -REMOVED "GIFTS" SECTION. -ADDED SECTIONS ON "INDEMNIFICATION AND "MEDIATION" -REMOVED REQUIREMENTS FOR MEMBERS TO APPROVE BYLAW CHANGES. MEMBERSHIP ELIGIBILITY -ADDED "PHOTO-BASED ART" LANGUAGE THROUGHOUT SECTION TO REFLECT CHANGING TECHNOLOGIES. -CLARIFIED THAT POTENTIAL MEMBERS CAN BE AN INDIVIDUAL OR LEGAL ENTITY -OVERALL CHANGES REFLECT A SHIFT FROM "MEMBERSHIP BY APPLICATION" TO "MEMBERSHIP BY INVITATION". -THE MEMBERSHIP COMMITTEE, OR THREE OR MORE MEMBERS, MAY RECOMMEND A NON-MEMBER FOR CONSIDERATION (THE FORMER APPLICATION PROCESS REQUIRED FIVE MEMBER SPONSORS). -REMOVED SPECIFIC REFERENCES TO THE DOLLAR AMOUNT OF AN INITIATING FEE SINCE THIS MAY CHANGE FROM TIME TO TIME. -NO LONGER REQUIRE MEMBERSHIP TO COMMENT ON NON-MEMBER CANDIDATES. -REDUCED THE STANDARD FOR APPROVING NEW MEMBERS - WENT FROM A 3/4 REQUIREMENT TO A 2/3 REQUIREMENT (THE STANDARD FOR ADMISSION SHOULD BE LOWER THAN THE STANDARD FOR REMOVAL). MEMBERSHIP TERMINATION/SUSPENSION -ADDED PROVISION FOR AUTOMATIC TERMINATION ENGAGEMENT IN CRIMINAL ACTIVITY. -INCREASED THE STANDARD FOR MEMBER REMOVAL FROM 2/3 TO 3/4 (THIS PROVIDES ADDED PROTECTION FOR THE ASSOCIATION). -SIMPLIFIED AND STANDARDIZED LANGUAGE; REMOVED "PREJUDICIAL CONDUCT" REFERENCES. -REMOVED THE APPEAL PROCESS. -ADDED PROVISION FOR TERMINATION FOR CAUSE FAILURE TO PAY BILLS AFTER 120 DAYS. MEMBERSHIP MEETINGS -INCREASED THE STANDARD FOR MEMBERS TO CALL SPECIAL MEETINGS WENT FROM 10% TO 50%. -DECREASED THE MEMBERSHIP QUORUM REQUIREMENT WENT FROM 1/3 TO 1/4 MEMBERS MAY CONTINUE TO TRANSACT BUSINESS EVEN IF OTHER MEMBERS LEAVE. -REMOVED REFERENCES TO MEMBERS VOTING BY EMAIL AS LAW DOES NOT PERMIT THIS; ALSO REMOVED "INFORMAL ACTION BY MEMBERS" SECTION. BOARD OF DIRECTORS -FIXED THE NUMBER OF DIRECTORS AT 13 INSTEAD OF PROVIDING A RANGE. -REMOVED EXECUTIVE SECRETARY REFERENCES, INCLUDING THE ROLE DESCRIPTION, BUT KEPT PROVISIONS FOR THE BOARD TO EMPLOY AND EXECUTIVE DIRECTOR OR OTHER PERSONS. -INCREASED QUORUM REQUIREMENTS FROM 5 TO A MAJORITY OF ALL DIRECTORS. -REMOVED AUTOMATIC TERMINATION PROVISION (MISSED TWO OR MORE MEETINGS). -ELECTION OF DIRECTORS AND OFFICERS WILL TAKE PLACE AT THE ANNUAL MEMBERSHIP MEETING INSTEAD OF BEFORE IT (REFLECTS LAW THAT PROHIBITS MEMBERS FROM VOTING ELECTRONICALLY). -IMMEDIATE PAST PRESIDENT WILL SERVE A TERM OF 2 YEARS INSTEAD OF 1, AS WAS INTENDED WITH THE LAST ROUND OF BYLAW REVISIONS. -SIMPLIFIED AND MADE CONSISTENT PROCEDURES FOR ANNUAL AND SPECIAL MEETINGS. -ADDED DIRECTOR AND OFFICER REMOVAL PROVISIONS; ONLY THE BOARD CAN DO THIS INSTEAD OF MEMBERS. -ADDED THE IMMEDIATE PAST PRESIDENT ROLE DESCRIPTION AND CLEANED UP OVERALL LANGUAGE IN THIS SECTION. -REMOVED SECTION ON "APPOINTED OFFICES". COMITTEES -ADDED THE IMMEDIATE PAST PRESIDENT TO THE EXECUTIVE COMMITTEE. -ADDED FINANCE AND AUDIT COMMITTEES. -AMENDED NOMINATION COMMITTEES LANGUAGE TO SAY THAT PRESIDENT ELECT CHAIRS COMMITTEE AND TO SAY THAT MEMBERS VOTE AT THE ANNUAL MEETING INSTEAD OF IN ADVANCE. -"OTHER COMMITTEE" CHAIRS APPOINT AND REMOVE THEIR OWN COMMITTEE MEMBERS. FORM 990, PART VI, SECTION A, LINE 6 THE ORGANIZATION HAS ONE CLASS OF MEMBERSHIP. FOR EACH MEMBER, A SIGNIFICANT PART OF HIS, HER OR ITS PRINCIPAL BUSINESS HAS BEEN AND IS DEVOTED TO THE SALE AND PROMOTION OF FINE ART PHOTOGRAPHS WHICH MEET THE ASSOCIATION'S HIGH ARTISTIC STANDARDS. FORM 990, PART VI, SECTION A, LINE 7A ELECTION OF DIRECTORS AND OFFICERS SHALL TAKE PLACE ONCE EVERY YEAR PRIOR TO THE ANNUAL MEETING OF MEMBERS. FORM 990, PART VI, SECTION B, LINE 11 THE FORM 990 IS REVIEWED AND EDITED BY THE EXECUTIVE DIRECTOR, AND THEN A COPY IS SENT TO EVERY BOARD MEMBER TO REVIEW PRIOR TO FILING WITH THE IRS. ONCE IT IS REVIEWED BY THE BOARD, IT IS SIGNED BY THE EXECUTIVE DIRECTOR AND SUBMITTED. FORM 990, PART VI, SECTION B, LINE 12C AIPAD'S BOARD MEMBERS MUST ACKNOWLEDGE AND AGREE TO ALL TERMS AND CONDITIONS OF THE CONFLICT OF INTEREST POLICY. THEY MUST DISCLOSE ANY ACTUAL, POTENTIAL, OR APPARENT CONFLICT OF INTEREST TO THE BOARD OR COMMITTEE TO WHICH THEY SERVE AND MUST REFRAIN FROM ACTING OR DEBATING ON ANY ACTION OR DECISION IN WHICH THE PERSONAL OR FINANCIAL INTEREST OF A BOARD MEMBER CONFLICT WITH THE OBJECTIVES AND PURPOSE OF AIPAD. ANY PERCEIVED CONFLICT OF INTEREST WILL BE INVESTIGATED BY THE BOARD IMMEDIATELY TO DETERMINE ITS VALIDITY. FORM 990, PART VI, SECTION C, LINE 19 AIPAD MAKES GOVERNING DOCUMENTS AVAILABLE ONLINE BY ACCESSING AIPAD'S WEBSITE. THE ORGANIZATION ALSO MAKES ITS CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST IN AIPAD'S OFFICES.