Board Member Orientation Manual - Air Barrier Association of America

THE MISSION OF ABAABOARD OF DIRECTORSORIENTATION MANUAL“To work together with its membership,industry and trade to be the recognizedvoice for air barrier knowledge.”THE VISION OF ABAA“We do air barriers right for energyefficiency, better buildings and healthiercommunities.”THE VALUES OF ABAA“Excellence, credible, unbiased, technically& scientifically sound, ROI-focused”1600 Boston-Providence Hwy Walpole, MA 02081 www.airbarrier.org

ABAA Board of Directors Orientation ManualTABLE OF CONTENTSIntroduction—History of ABAA Page 3ABAA’s Five Strategic Goals 2012-2014 Page 5ABAA Board of Directors Page 6ABAA Management & Administrative Team Page 11Association Structure Page 12Board Functional/Oversight Areas Page 14Board Committees Page 16Standing/Membership Committees Page 17Committee Meeting Attendance & Email Ballot Requirements Page 19ABAA Process for Balloting Official ABAA Documents Page 20Charter of Expectations for Directors Page 22Conflict of Interest Policy Page 23Access & Use of Information/Association Sanctioned Business Page 24Anti Trust Guidelines Page 25Meeting Schedule & Policies Page 26Introduction to Board Governance Page 27Legal Responsibilities of Non-Profit Boards Page 292013 Board of Directors Orientation Manual Page 2 of 59

ABAA Board of Directors Orientation ManualATTACHMENTSArticles of IncorporationBy-LawsAnti-Trust PolicyBoard of Directors Code of EthicsConflict of Interest Policy and Annual StatementWhistleblower PolicyAttachment AAttachment BAttachment CAttachment DAttachment EAttachment F2013 Board of Directors Orientation Manual Page 3 of 59

ABAA Board of Directors Orientation ManualABOUT ABAAHISTORY & OVERVIEWThe Air Barrier Association of America (ABAA) was incorporated in the State ofMassachusetts in 2001 and consists of stakeholders in the building enclosureindustry. Such stakeholders include manufacturers, suppliers, distributors,architects, engineers, contractors, researchers, testing & audit agencies, consultantsand building owners. ABAA is focused on leading the industry into the future in aprogressive and professional manner. We are the national voice of the air barrierindustry in America.As state energy code requirements become more and more stringent; driven byfactors such as green house gas production, the need for more energy efficientheating and cooling systems, dwindling natural resources, the long term effects ofmold and mildew and an ever more environmentally conscious public, ABAA’s roleas the National Voice of the air barrier industry is becoming increasingly apparent.The association seeks to raise the standard of proficiency in the industry through theABAA On-Site Quality Assurance Program, based on the principles outlined in ISO9000. ABAA will continue to play a pivotal role in the education, lobbying andmarketing of the industry to government, the professional community, buildingowners, utilities and other industry stakeholders. ABAA is also dedicated tofurthering continuing education in the industry. ABAA offers premier training toinstallers, estimators, managers and administrators on the contractor side, as well asAIA accredited courses for design professionals.The association's long term strategy revolves around five intertwining goals thatencompass programming, membership, marketing, governance and financialstability.2013 Board of Directors Orientation Manual Page 4 of 59

ABAA Board of Directors Orientation ManualABAA'S FIVE STRATEGIC PLANNING GOALS 2012-20141. Credibility & Qualityo Goal: Ensure continuous improvement and promotion of all education,training / installation and quality assurance programs2. Membershipo Goal: Provide more active venues in participation in order to retain75% of 375 existing members (2011) and grow membership to 700 by20143. VoiceoGoal: Become recognized by the U.S. building construction industry asthe authority on all things air barrier by 20144. Governanceo Goal: Adopt, implement and review nonprofit governance bestpractices on an annual basis, and formalize a new committee structureby 20125. Finance & Administrationo Goal: Provide the organization with the financial and administrativeresources to fulfill ABAA's strategic goals2013 Board of Directors Orientation Manual Page 5 of 59

ABAA Board of Directors Orientation ManualBOARD OF DIRECTORSThe Board of Directors may exercise all such powers and do all such acts as may beexercised or done by the association. The Board serves to represent the ABAAmembership at large and as such are comprised of leaders from various facets ofthe air barrier industry. These directors bring demonstrated leadership as well asgreat depth and breadth of experience to the association. Duties, roles andresponsibilities of both the board as well as the executive committee are outlined indetail in the association’s bylaws.The ABAA Board must at all times be composed of not less than three and not morethan 30 directors. Directors must be individuals at least 18 years and votingmembers of the association. In addition, at least one director from each of thefollowing membership categories must sit on the board: contractor, manufacturer,and design professional.Directors are elected at the Annual General Meeting by voting members on a showof hands for 3 year terms. Directors shall not receive remuneration except in respectof services provided to the corporation in a capacity other than as a director.Any and all Directors are required to complete the following documents:• Board of Directors Code of Ethics (Appendix D)• Conflict of Interest Policy and Annual Statement (Appendix E)At the first meeting of the ABAA Board of Directors following the association’sannual general meeting, the Board is to elect an executive committee for a period ofone (1) year.The Executive Committee shall be comprised of a Chair, Vice Chair, Second ViceChair, Secretary, Treasurer and an Executive Director and any such other officers asthe Board of Directors may determine. Any two (2) offices may be held by the sameperson. Officers need not be directors or members. The Executive Committee shallexercise such powers as are authorized by the Board of Directors. Any ExecutiveCommittee members may be removed by a majority vote of the Board of Directors.Executive Committee members shall receive no remuneration for serving as such,but are entitled to reasonable expenses incurred in the exercise of their duty.CHAIRResponsibilities of the Chair include, but are not limited to:• Preside at all meetings of the Board of Directors• Be the spokesperson for the Board of Directors• Appoint Ad-Hoc committees for a limited time or duration and for specifictasks or goals that have a defined end2013 Board of Directors Orientation Manual Page 6 of 59

ABAA Board of Directors Orientation Manual• Report to each annual meeting of the voting members of the Corporationconcerning the operations of the Corporation• Represent the Corporation at public or official functions• Perform such other duties as may from time to time be determined by theBoard of Directors and be a member ex-officio of all committees.FIRST VICE-CHAIR• In the absence or disability of the Chair, perform the duties and exercise thepower of the Chair and shall perform such other duties as shall from time totime be specified by the Board of Directors.SECOND VICE-CHAIR• In the absence or disability of the Vice-Chair, perform the duties and powersof the Vice-Chair and shall perform such other duties as shall from time totime be specified by the Board of Directors.SECRETARY• The Secretary may be empowered by the Board of Directors, upon resolutionof the Board of Directors, to carry out the affairs of the Corporation generallyunder the supervision of the officers thereof.• The Secretary shall attend all meetings and act as clerk thereof and record allvotes and minutes of all proceedings in the books to be kept for that purpose.(This function is generally performed by the management team on behalf ofthe secretary)• The Secretary shall give or cause to be given notice of all meetings of thevoting meetings and of the Board of Directors. (This function is generallyperformed by the management team on behalf of the secretary)• The Secretary shall be custodian of the seal of the Corporation and shalldeliver it only when authorized by a resolution of the Board of Directors to doso, and to such person or persons as may be named in the resolution.• The Secretary shall be under the supervision of the Board of Directors orChair and Chief Executive Officer and shall perform other duties as may beprescribed by the Board of Directors or Chair and Chief Executive Officer.TREASURERResponsibilities of the treasurer included but are not limited to:• Be custodian of the books of account and accounting records of theCorporation required to be kept by the provisions of Internal Revenue Serviceand any other applicable legislation;• Submit an audited financial statement at each annual meeting of theCorporation indicating the financial position of the Corporation at the close ofthe proceedings year; and the Treasurer may delegate to employees of theCorporation those duties that he considers appropriate to delegate and thathe is allowed by law to delegate.2013 Board of Directors Orientation Manual Page 7 of 59

ABAA Board of Directors Orientation ManualLISTING OF OFFICERS 2013:Chairman:Roy Schauffele, FCSI, CCPR, LEED Green AssociateSTS Coatings and Division 7 Solutions Inc.1 st Vice Chair: Marcy TylerTremco2 nd Vice Chair: Lance RobsonBuilding Envelope TechnologiesSecretary:Treasurer:Alisa HoffeePactiv CorporationTom PattersonIntertek Testing ServicesDIRECTORS:Term ending in 2014Clarke Berdan IIAlisa HoffeeOwens CorningPactiv Corporation2790 Columbus Rd, RT 16 MC21-5 2100 RiverEdge Pkwy., Suite 175Granville, OH 43023-1252 Atlanta, GA 30328P) 740-321-7123 P) 678-589-7309F) 740-321-4123 F) 847-615-6353clarke.berdanII@owenscorning.comahoffee@pactiv.comCraig Boucher, LEED APGrace Construction Products62 Whittemore Ave. 107 Ave BCambridge, MA 02140 Converse, TX 78109P) 617-498-4429 P) 210-659-6533Roy Schauffele, FCSI,CCPR,LEED Green Assoc.STS Coatings and Division 7 SolutionsF) 617-498-2643 F) 210-659-7016craig.boucher@grace.comroys@division7.comTed DeZurikPolyguard Products Inc.5385 Freitag Drive, Suite 1Menomonie, WI 54751P) 715-231-4255F) 715-231-4253teddez@poly-wall.com2013 Board of Directors Orientation Manual Page 8 of 59

ABAA Board of Directors Orientation ManualTerm ending in 2015Robert Aird, MAAlec MinnéRobert A. Aird Inc.Atlas Roofing Company5711 Industry Lane, Suite 29A 2000 RiverEdge Parkway, Suite 800Frederick, MD 21704 Atlanta, GA 30328P) 301-695-4966 P) 770-952-1442F) 301-695-4977 F) 770-952-3170rob@airdinc.comaminne@atlasroofing.comGennaro ArpaiaLance RobsonCrown Waterproofing Inc.Building Envelope Technologies, Inc.1 West Sanford Blvd. 700 West Center Street, Unit 7Mt. Vernon, NY 10550 West Bridgewater, MA 02379P) 914-664-4512 P) 508-897-0556F) 914-664-0301 F) 508-897-0557garpaia@crownwp.comLRobson@BuildingEnvelopeTech.comBrian CareyRussell SnowCarlisle Coating & WaterproofingW.R. Meadows Inc.704 Lincoln Road 70 Hannart CourtGrosse Pointe, MI 48230Milton, ON L9T 5C1P) 800-527-7092 P) 905-878-4122F) 972-941-0632 F) 905-878-4125bcarey@ccw.carlisle.comrsnow@wrmeadows.comDwayne Fuhlhage, CHMMProsoco Inc.3741 Greenway CircleLawrence, KS 66046P) 785-830-7313F) 888-343-2982dwayne.fuhlhage@prosoco.com2013 Board of Directors Orientation Manual Page 9 of 59

ABAA Board of Directors Orientation ManualTerm ending in 2016Leonard Anastasi, CDTBenjamin Meyer, RA, LEED APEXO-TEC Consulting Inc.DuPont Building Innovations22 Washington Street 5401 Jefferson Davis Hwy.Stoughton, MA 02072 Richmond, VA 23234P) 781-344-9794 P) 804-383-419F) 781-344-9823 F) n/alen@exo-tec.bizbenjamin.meyer@dupont.comCliff BlackFirestone Building Products, LLC250 West 96 th Street 8431 Murphy DriveIndianapolis, IN 46260 Middleton, WI 53562P) 317-816-3913 P) 608-824-7453Tom PattersonIntertek Testing Services NA Inc.F) 317-853-3053 F) 608-831-9279blackclifford@firestonebp.comthomas.patterson@intertek.comMarcy TylerTremco3735 Green RoadBeachwood, OH 44122P) 216-292-5066F) 216-766-5535mtyler@tremcoinc.com2013 Board of Directors Orientation Manual Page 10 of 59

ABAA Board of Directors Orientation ManualABAA MANAGEMENT & ADMINISTRATIVE TEAMABAA’s core operations are administered through a management firm. WhileABAA’s mailing address is located in Walpole, MA, the management firm of BPBuilding Professionals Inc. is located at 410-250 McDermot Avenue, Winnipeg,Manitoba, Canada R3B 0S5.The Board of Directors are volunteers who serve as ambassadors to ABAAproviding governance and oversight and maintaining fiduciary responsibility to theassociation. The Executive Director is the Chief Executive Officer and reportsdirectly to the Board. All other members of the management firm report to theExecutive Director.CURRENT MANAGEMENT TEAM (BP Building Professionals Inc.)Laverne DalgleishExecutive Directorldalgleish@airbarrier.org866.956.5888 ext. 244Ryan DalgleishManagement Team, ABAArdalgleish@airbarrier.org866.956.5888 ext. 247Peter SpaffordQuality Assurance Managerpspafford@airbarrier.org866.956.5888 ext. 260Birgit DotzlawAssociation Administratorbdotzlaw@airbarrier.org866.956.5888 ext. 246Uri PortilloQuality Assurance Administrationuportillo@airbarrier.org866.956.5888 ext. 227Erin HartnessFinancial & Accounting Servicesehartness@airbarrier.org866.956.5888 ext 234Colin SzewagaTechnical Services Advisorcszewaga@airbarrier.org866.956.5888 ext. 245Lori FloodTraining & Certification Managerlflood@airbarrier.org866.956.5888 ext. 225Melissa BoilleTraining Coordinatormboille@airbarrier.org866.956.5888 ext. 230Harold CloustonAdministrationhclouston@airbarrier.org866.956.5888 ext. 229Sheena Del RosarioAdministrationsdelrosario@airbarrier.org866.956.5888 ext. 224Christine TremblayAdministrationctremblay@airbarrier.org866.956.5888 ext. 2212013 Board of Directors Orientation Manual Page 11 of 59

ABAA Board of Directors Orientation ManualASSOCIATION STRUCTUREThe ABAA Board of Directors is elected by the association membership and is aservant thereto. The Board has the authority to establish standing committees fromtime to time as they deem necessary. The Board shall establish and alter themandate of the standing committees and appoint or remove committee members asnecessary.Currently, ABAA has six (6) Board Functional/Oversight Areas:• Credibility & Quality• Finance• Audit• Membership• Governance• The VoiceFive (5) Board Committees:• Audit Committee• Finance Committee• Governance Committee• Membership Committee• Nominating CommitteeEleven (11) Membership Committees:• Certification Management Committee• Conference Committee• Contractors Committee• Credibility & Quality (Technical) Committee• Housewrap Committee• Quality Assurance Program Committee• Research Committee• Strategic Marketing Committee• Terminations & Flashings Committee• The Voice Committee• Whole Building Air Tightness CommitteeEach of the above committees report to the Board with respect to the variousmandates they have been assigned to fulfill.2013 Board of Directors Orientation Manual Page 12 of 59

ABAA Board of Directors Orientation ManualThe ABAA Board Functional/Oversight Areas and ABAA Board Committees arechaired by a member of the Board of Directors and are not open to the generalassociation membership.The standing committees (membership committees) can either be chaired bymembers of the Board of Directors or Members of the association.Individuals who wish to serve on a standing committee must be assigned by theBoard to do so. The diagram below shows the structure of the organization and theflow of responsibilities. Please note that standing committees (membershipcommittees) do not have the authority to make policy decisions but rather arerequired to analyze issues at hand, develop supporting documents and submit to theDirectors for approval. The Executive Director & Management Team of theassociation reports directly to the Board of Directors.2013 Board of Directors Orientation Manual Page 13 of 59

ABAA Board of Directors Orientation ManualBOARD FUNCTIONAL / OVERSIGHT AREAS:The Vision of ABAA: We do air barriers right for energy efficiency, better buildings,and healthier communities.The Mission of ABAA is to work together with its membership, industry, and tradeto be the recognized voice for air barrier knowledge.In order to fulfill ABAA’s Vision and Mission Statements, the Board has establishedfive (5) Strategic Planning Goals and the Board Functional / Oversight Areas aremandated to ensure that these goals are achieved via the various ABAACommittees.ABAA’S FIVE STRATEGIC PLANNING GOALS 2012-2014:1. Credibility & QualityGoal: Ensure continuous improvement and promotion of all education,training/installation and quality assurance programs.• Educate design professionals on AB best practices and systems• Educate contractors and installers on AB installation• Educate auditors on the quality assurance program (QAP)• Hire curriculum designers to update education, training and QAP materials2. MembershipGoal: Provide more active venues of participation in order to retain 75% of 375existing members (2011) and grow membership to 700 by 2014.• Increase manufacturers to 60, AB contractors to 450, design professionals to150 and suppliers to 60• Communicate more frequently and in a variety of media with existing andpotential members• Enhance interactivity with membership through website and stronger regionalfocus• Demonstrate ROI for membership• Include other AB constituents2013 Board of Directors Orientation Manual Page 14 of 59

ABAA Board of Directors Orientation Manual3. VoiceGoal: Become recognized by the U.S. building construction industry as theauthority on all things air barrier by 2014.• Evaluate QAP and make necessary upgrades• Participate in significant research that drives enhanced system performance• Increase visibility of ABAA through effective public relations and advocacyefforts• Drive industry promotion• Have “accredited” experts to drive industry professionalism4. GovernanceGoal: Adopt, implement and review nonprofit governance best practices on anannual basis and formalize a new committee structure for 2012.• Diversify membership composition of the Board to more closely align withactual membership• Adopt and oversee organizational policies in adherence to (nonprofit) tradeassociation best practices• Provide Board education and training on nonprofit best practices5. Finance & AdministrationGoal: Provide the organization with the financial and administrative resources tofulfill ABAA’s strategic goals.• Build Board reserve fund equal to three months (of the operating budget) by2014 to ensure organizational sustainability• Increase the number of funded research projects to grow and diversifyrevenue• Increase and diversify ABAA income streams to ensure organizationalsustainability2013 Board of Directors Orientation Manual Page 15 of 59

ABAA Board of Directors Orientation ManualBOARD COMMITTEES:The Board Committees are only open to members of the Board of Directors and donot involve participation by the association’s general membership.The following committees have been established as Board Committees:1. Audit Committee2. Finance Committee3. Governance Committee4. Membership Committee5. Nominating CommitteeAUDIT COMMITTEEEnsure compliance with nonprofit financial regulations and the publication of timelyfinancial statements• Clarke Berdan II (Chair), Lance Robson Jr.FINANCE COMMITTEEProduce accurate and timely (non-audited) financial reports for the Board,membership and other stakeholders• Tom Patterson (Chair), Ted DeZurikGOVERNANCE COMMITTEEAssure a high quality Board and active committees for ABAA• Lance Robson (Chair), Alec MinnéMEMBERSHIP COMMITTEEIncrease membership to strengthen ABAA’s role as the industry voice• Marcy Tyler (Chair), Robert Aird (Vice-Chair)NOMINATING COMMITTEEEstablish pre-qualifications required for directors of ABAA and present the slate ofdirector nominees for election• Roy Schauffele (Chair), Len Anastasi, Clarke Berdan, Craig Boucher, TedDeZurik, Alec Minné2013 Board of Directors Orientation Manual Page 16 of 59

ABAA Board of Directors Orientation ManualSTANDING COMMITTEES (ABAA MEMBERSHIP COMMITTEES):Standing Committees are formed by the Board of Directors to carry out theassociation’s mission, design and develop policies and procedures and makerecommendations to the board. The ABAA management team is available to assistcommittees in an administrative capacity as well as to provide leg work deemednecessary to achieve committee goals. Although physical attendance isencouraged, all meetings have conference call ability and members have the optionof participating via telephone.The following committees have been established as Standing Committees(Membership Committees). The work of these committees is to develop and draftpolicy, presented in the form of recommendations to the Board of Directors,committee recommendations do not go into effect as organizational policy until suchtime that the policies are formally adopted by the resolution of the Board itself.1. Certification Management Committee2. Conference Committee3. Contractors Committee4. Credibility & Quality (Technical) Committee5. Housewrap Committee6. Quality Assurance Program Committee7. Research Committee8. Strategic Marketing Committee9. Terminations & Flashings Committee10. The Voice Committee11. Whole Building Air Tightness CommitteeEach committee is established by the Board and is mandated to provide guidance tothe Directors on specific areas of association operation. A description of themandate for each committee is listed below. Standing committee members must beformally appointed to the Board of Directors, however the association welcomes anymember to participate either in person or by conference call at any meeting of sucha standing committee.CERTIFICATION MANAGEMENT COMMITTEEExplore the creation of new certification programs• Robert Popp, CSI, CCPR (Chair)CONFERENCE COMMITTEEPlan and execute ABAA conferences• Len Anastasi, CDT (Chair), Marcy Tyler (Vice-Chair)CONTRACTORS COMMITTEEA forum for contractors• Chair - TBD2013 Board of Directors Orientation Manual Page 17 of 59

ABAA Board of Directors Orientation ManualCREDIBILITY & QUALITY (TECHNICAL) COMMITTEEAdvance the credibility of ABAA through scientifically evaluated products, systemsand professional services• Ted DeZurik (Chair)HOUSEWRAP COMMITTEEDevelop standards, specifications and requirements for the performance of waterresistivebarriers• Alisa Hoffee (Chair), Fred Baker (Vice-Chair)QUALITY ASSURANCE PROGRAM COMMITTEEEvaluate the quality assurance program and make any necessary updates• Debra Kichline (Chair)RESEARCH COMMITTEEParticipate in research projects that drive enhanced system performance andbenefits the air barrier industry• Chair – TBDSTRATEGIC MARKETING COMMITTEEEmploy a collaborative approach of engagement and relationship building, advocateand promote ABAA and its programs to all levels of industry stakeholders.• Alec Minné (Chair)TERMINATIONS & FLASHING COMMITTEEDevelop standards, specifications and requirements for ancillary materials• Bill Nash (Chair)THE VOICE COMMITTEECreate better awareness of the air barrier industry as the source for industryknowledge• Craig Wetmore, CSI (Chair)WHOLE BUILDING AIR TIGHTNESS COMMITTEEDevelop standards, specifications and requirements for blower door technology• Terry Brennan (Chair)**Committee work is a potentially time-consuming endeavor. As such, Boardmembers are cautioned not to over-extend themselves by committing to too manycommittees at once.2013 Board of Directors Orientation Manual Page 18 of 59

ABAA Board of Directors Orientation ManualCOMMITTEE MEETING ATTENDANCE & EMAIL BALLOT REQUIREMENTSAt the April 29, 2011 Board of Directors Meeting, the Board reached the followingconsensus:“If a committee voting member misses two (2) consecutive meetings or fails to returntwo (2) consecutive email voting ballots or fails to participate in a combination ofthese consecutives events (i.e. misses one (1) meeting and then fails to return one(1) email voting ballot), the company shall lose its voting privileges until the nextmembership year i.e. January 1 st , however, they would still have a voice on thecommittee.As well, the company can have a primary voting member appointed to a committeeand can also choose to have a secondary voting member appointed who could acton behalf of the primary member if they are unable to participate in a meeting orcannot return an email voting ballot. This shall apply to all ABAA committees and beeffective immediately as of today’s date, April 29, 2011.”2013 Board of Directors Orientation Manual Page 19 of 59

ABAA Board of Directors Orientation ManualABAA POLICY FOR BALLOTING OFFICIAL ABAA DOCUMENTSThe following is the policy which ABAA shall follow for voting on and approving anydocument that will become an official ABAA document.1. VotingAll documents shall be balloted electronically to the members of the appropriatecommittee or task group.a. Four options are available to the member when voting on a document:i. Affirmativeii. Affirmative with commentsiii. Abstainiv. Negative with comments. Negative votes shall includeproposed wording change.2. Closing Date of VotesA closing date shall be established by the committee / task group and stated on theballot form. A minimum 30 day time period shall be scheduled from the time of theissuance of a ballot to its closing. All votes on the ballot item shall be accepted until11:59 pm of the date stated on the ballot document.3. Calculation of a Successful BallotA successful ballot shall require a quorum of at least 60% of the voting membersand where at least 2/3 of the quorum, vote in the affirmative. Any ballots indicatingabstentions shall be included in the 60% quorum requirement but shall not beincluded in the number of ballots when calculating whether 2/3 of the votes areAffirmative (with comments). If this requirement is not met, the document shall bereturned to the committee/group for consideration. If the given ballot item issuccessful but received Negative votes which include both the rationale for theNegative vote as well as a proposed modification of the wording, then the processoutlined below shall be followed.4. Handling CommentsThe ABAA office shall compile all comments, the rationale for those comments andproposed modifications into an ABAA Comment Form. The ABAA office shalldevelop a first draft response to the comments by using either the proposedmodification or suggest alternative language. In drafting the responses to thecomments, the original document may require modification to harmonize theresponse to the comments. The completed ABAA Comment Form shall bedistributed to the members of the committee/task group for review.The ABAA office shall provide each individual commenter with the ABAA office draftresponse to their individual comment(s) and proposed modification to the ballot item.If the ABAA office draft response addresses the Negative vote to the satisfaction ofthe commenter, then the commenter shall have the opportunity to change their voteto Abstain or Affirmative (with comments).2013 Board of Directors Orientation Manual Page 20 of 59

ABAA Board of Directors Orientation ManualThe ABAA office shall re-draft the ballot item to reflect the collected comments andproposed modifications then circulate the revised document to the committee/taskgroup for review and re-balloting as described in Sections 1 through 4 above.Note: The intent here is to address Negative votes where there is consensus onthe proposed change and then identify issues in need of further discussion.5. Resolving Negatives of Second VoteIf Negative votes are received through the second vote, the commenter’s rationaleand proposed modifications shall be circulated to the committee/group no less thantwo weeks prior to a meeting to discuss and resolve the Negative votes. Thecommittee/task group shall develop a response(s) to the comment(s) and modify theballot item as applicable.6. Final Committee/Task Group VoteThe ABAA office shall circulate the final ballot item to the committee/task group for afinal vote. Final votes shall be in the form of either Affirmative (with comments),Negative or Abstain with no comments accepted. Ballot items achieving an“Affirmative” vote, per Sections 2 and 3 above shall be presented to the Board ofDirectors for final approval, per Section 7.7. Board ApprovalThe ABAA office shall circulate the ballot item affirmed in Section 6 to the ABAABoard of Directors for approval. Votes shall be in the form of Affirmative Negative orAbstain with comments accepted. Comments shall be mandatory for all negativevotes and a proposed change/modification shall be required from the commenter.The document shall be approved and published when:• a simple majority of the members of the Board vote in the affirmativeDate of Issue: 2012-07-03P-115-109 Rev 0 ABAA Policy for Balloting Official ABAA Documents2013 Board of Directors Orientation Manual Page 21 of 59

ABAA Board of Directors Orientation ManualCHARTER OF EXPECTIONS FOR DIRECTORSThe Air Barrier Association of America has adopted a Charter of Expectations for Directors which sets out the specificresponsibilities to be discharged by the Association’s Directors and the individual roles expected of them, above and beyondthe minimum legal requirements.BOARD RESPONSIBILITES:Strategic Planning Process• Evaluate input from management on emerging trends andissues.• Review and approve management’s strategic plans.• Review and approve the Association’s strategic financialobjectives, plans and actions, including capital allocationsand expenditures.Monitoring Tactical Progress• Monitor association performance against strategic andbusiness plans, including assessing operating results toevaluate whether the business is being properly managed.Risk Assessment• Identify the principal risks of the Association’s businessmodel and ensure that appropriate systems are in place tomanage these risks.Association Management Firm• Select, monitor, evaluate and, if necessary, replace theassociation management firm and ensure managementsuccession.Integrity• Ensure the integrity of the Association’s internal controland management information systems.• Ensure ethical behavior and compliance with laws andregulations, audit and accounting principles, and theAssociation’s own governing documents.Privacy & Confidentiality• Directors shall not collect or distribute any personalinformation unless it relates directly to an operating programor activity of the institution.• Directors shall refrain from using information obtainedduring the course of association business for personal ends.• Ensure confidentiality in compliance with laws andregulations and the Association’s own governing documents.• Hold the privacy and confidentiality interests of membersin the highest regard.Material Transactions• Review and approval material transactions not in theordinary course of business.Monitoring Board Effectiveness• Assess its own effectiveness in fulfilling the above and otherBoard responsibilities, including monitoring the effectiveness ofindividual directors.General• Perform such other functions as prescribed by the law orassigned to the Board by the Association’s governing documents• Act as an ambassador for the Association in both personal andprofessional dealings.DIRECTOR ATTRIBUTESTo execute these Board responsibilities, directors must possesscertain characteristics and traits:Integrity and Accountability• Directors must demonstrate high ethical standards andintegrity in their personal and professional dealings, and bewilling to act on—and remain accountable for—their boardroomdecisions.Informed Judgment• The ability to provide wise and thoughtful counsel on a broadrange of issues ranks high among the qualities required indirectors. They must possess a depth of knowledge regardingthe building enclosure industry in order to understand andquestion the assumptions upon which the strategic and businessplans are based, and to form an independent judgment as to theprobability that such plans can be achieved.Mature Confidence• Directors who value Board and team performance overindividual performance, and who possess respect for others,facilitate superior Board performance.Communication• Openness to others’ opinions and the willingness to listenshould rank as highly as the ability to communicate persuasively.Directors must approach others assertively, responsibly andsupportively, and be willing to raise tough questions in a mangerthat encourages open discussion.Track Record and Experience• Directors must bring a history of achievement that reflects highstandards for themselves and others.2013 Board of Directors Orientation Manual Page 22 of 59

ABAA Board of Directors Orientation ManualCONFLICT OF INTERESTAny director who has an interest directly or indirectly in a proposed contract ortransaction in a contract or transaction with the association shall declare his or herinterest in the contract or transaction at a meeting of the Board of Directors.In the case of a proposed contract or transaction, the director shall declare his or herinterest at the meeting of the Board of Directors, at which the question of enteringinto the contract or transaction is first taken into consideration, or if he or she is notpresent at such a meeting, then at the first Board of Directors meeting heldthereafter at which he or she is present. If the Director is not, at the date of thatmeeting, interested in the proposed contract or transaction, he or she shall make thedeclaration at the first Board of Directors meeting which is held after he or shebecame interested in the proposed contract or transaction. In the case where thedirector becomes interested in a contract or transaction after it is made, the directorshall declare his or her interest at the first Board of Directors meeting held after he orshe becomes interested.Directors and their families shall not enter into any proposed contract or transactionwith the Corporation except on a competitive-bid basis or other similar basis inwriting, and where the director has declared any interest therein, and where he hasabsented himself from the meeting and where he has refrained from voting thereon.(Directors shall not vote on any matter in which they have a direct or indirectfinancial interest and shall declare the details of such interest prior to the discussionand vote on such matter).Any director who has declared an interest in any proposed contract or transaction orother financial interests with the Corporation which is being discussed shall absenthimself or herself during the discussion of and vote upon the matter, and the eventshall be recorded in the minutes.2013 Board of Directors Orientation Manual Page 23 of 59

ABAA Board of Directors Orientation ManualACCESS & USE OF INFORMATION/ASSOCIATION SANCTIONED BUSINESS:The contact information collected by the Air Barrier Association of America is gathered for thepurpose of providing association service(s) and furthering the ABAA mandate. Membershave provided information including but not limited to: email address, mailing address,telephone & fax number for the purpose outlined above. This information is not provided toany person or organization.Through the course of their involvement with the association, members may gain access toinformation provided to ABAA for the purpose of conducting association business (contactinformation, etc). No member of ABAA is permitted to use information gathered by theassociation for personal use and members are prohibited from using member information forany purpose not approved by the Board of Directors. This includes obtaining or forwardingemails based on emails received from ABAA. Members are obligated to consider thisproprietary information of the association and this information may only be used in conductingsanctioned association business. The process for sanctioning association business isoutlined below:Any member / individual who wishes to have a document discussed by the association, be itat the committee, board, executive, or other level, is to observe the following process:1. Sent document(s) to the ABAA office and include instructions as to where youwould like to see the document reviewed (e.g. Technical Committee, Board ofDirectors, etc.)2. The ABAA office will forward to the appropriate Committee Chair with arequest that he/she review the document(s) and advise the most appropriatetime/place to discuss3. The ABAA office will circulate the document with approval from the CommitteeChair.2013 Board of Directors Orientation Manual Page 24 of 59

ABAA Board of Directors Orientation ManualASSOCIATION ANTI-TRUST GUIDELINES1. DON'T discuss the prices your company will charge customers.2. DON'T discuss discounts, terms or conditions of sale, warranty terms, profitsor profit margins, shares of the market, bids or the intent to bid, rejection ortermination of customers, sales territories or markets.3. DON'T discuss administrative or disciplinary action by the Association againsta particular member or nonmember, or enforcement of any Association codeof ethics against particular members or non-members, in the absence ofspecific legal guidance.4. DON'T propose or discuss any proposal, in the absence of specific legalguidance, that the Association sponsor or engage in any activity, which mayhave the effect of producing an adverse economic impact on some competingcompanies.2013 Board of Directors Orientation Manual Page 25 of 59

ABAA Board of Directors Orientation ManualMEETING SCHEDULE & POLICIESThe following is a brief outline of the ABAA annual meeting schedule. All meetingdates are subject to change.ANNUAL GENERAL MEETING (AGM)Occurs once per year, not more than 15 months following the date of the last AGM.BOARD OF DIRECTORSMeetings of the Board of Directors typically take place via conference call and areheld on a quarterly basis towards the end of the month following the last quarter.Meetings may be rescheduled as face-to-face meetings if deemed necessary by themajority of the Board of Directors with locations TBA.COMMITTEE MEETINGSMeetings of the ABAA Committees occur on a bi-monthly basis with the exception ofthe Terminations & Flashing Committee which meets monthly on the 4 th Thursday ofeach month and the Whole Building Air Tightness Committee which meets weekly.Meetings are typically held via conference call with face-to-face meetings scheduledas deemed necessary. All face-to-face meetings also have conference callcapabilities.BOARD MEMBER COMPENSATIONBoard memberships are volunteer positions. There is no remuneration for timespent working on committees or attending meetings. However, ABAA may be ableto compensate reasonable expenses associated with attending meetings. Approvalfor such compensation is handled on a case-by-case basis and is subject to theauthorization of the Executive Director and Treasurer or Chairman. Applications forcompensation must be made PRIOR to incurring expenses and authorization forsuch compensation shall depend on the availability of funds.COMMITTEE MEETING ATTENDANCE / EMAIL BALLOT REQUIREMENTSAt the April 29, 2011 Board of Directors Meeting, the Board reached the followingconsensus:“If a committee voting member misses two (2) consecutive meetings or fails to returntwo (2) consecutive email voting ballots or fails to participate in a combination ofthese consecutives events (i.e. misses one (1) meeting and then fails to return one(1) email voting ballot), the company shall lose its voting privileges until the nextmembership year i.e. January 1 st , however, they would still have a voice on thecommittee.As well, the company can have a primary voting member appointed to a committeeand can also choose to have a secondary voting member appointed who could acton behalf of the primary member if they are unable to participate in a meeting orcannot return an email voting ballot. This shall apply to all ABAA committees and beeffective immediately as of today’s date, April 29, 2011.”2013 Board of Directors Orientation Manual Page 26 of 59

ABAA Board of Directors Orientation ManualINTRODUCTION TO BOARD GOVERNANCEAs a director, you may or may not bring previous experience in board governancepractices to the table. Effective governance practices relate to how an organizationcan effectively lead an organization.* The following sections on basic board governance have been taken from thepublication Office of the Manitoba Auditor General “Enhancing Board Governance inNot-For-Profit Organizations” February, 2005.A literature review of leading practices in board governance reveals a number ofmodels and approaches for governance, all of which build upon the four pillars ofgood governance (Figure 1):STEWARDSHIP – As stewards, boards act for others, have authority over theirorganization, and are trustees of the organization’s mandate as well as itsresources. A board therefore has ultimate authority for its organization. As a resultof this stewardship, a board needs to honor the trust that has been placed in it.LEADERSHIP – Governance fulfils a leadership function in society. As leaders,boards are expected to reflect the value system and priorities of the community fromwhich they are drawn. Through the board, individuals accept the challenge todevelop positive relationships, ensure respect between parties, and build a sense ofbelonging in the group.RESPONSIBILITY – Having a fiduciary responsibility, boards are expected tomanage the resources of the organization efficiently and effectively to accomplishthe desired aim. Board members are expected to be reliable, and to allowappropriate factors and considerations to affect their judgment, includingconsideration of the effect of their decisions on others. They are also expected todevote the personal time and energy to ensure that governance is appropriate andadequate.ACCOUNTABILITY – Boards are ultimately accountable for the actions of theirorganization. Accountability is the responsibility to answer for the discharge ofresponsibilities that affect others in important ways. It requires that boardsunderstand who is responsible for what, what performance is to be achieved, andwhat information needs to be shared to ensure appropriate decision-making.2013 Board of Directors Orientation Manual Page 27 of 59

ABAA Board of Directors Orientation ManualFigure 1DIRECTIONStakeholdersCONTROLStewardshipBoardAccountabilityLeadershipManagement/OrganizationResponsibilityWithin the four pillars of corporate governance, there is a core perspective on what itis that a board should do. Drawing on this, and based upon a review of leadingresearch, perspectives and practices of board governance, we have identified a setof attributes that operationalize each of the four pillars. Incorporating both astructural and behavioral perspective to board governance, these attributesrepresent the attributes of an effective board (Figure 2). We believe that, in general,the more a board fulfils each of these attributes, the more effective it is.Figure 2 – Attributes of an Effective Board2013 Board of Directors Orientation Manual Page 28 of 59

ABAA Board of Directors Orientation ManualLEGAL RESPONSIBILITIES OF NON-PROFIT BOARDSOVERVIEW“In carrying out their functions for the corporation, directors are subject to twoprimary obligations: a duty of care and a duty of loyalty.The duty of care and the duty of loyalty are the common terms for thestandards that guide all actions a director takes. These standards are derived froma century of litigation principally involving business corporations, but are equallyapplicable to nonprofit corporations.” iDUTY OF CARE“The duty of care calls upon a director to act in a reasonable and informedmanner when participating in the board’s decisions and its oversight of thecorporation’s management.The duty of care requires that first, a director be informed; and second, adirector discharge his duties in good faith, with the care that an ordinary prudentperson in a like position would reasonably believe appropriate under similarcircumstances.” iiDUTY OF LOYALTY“The duty of loyalty requires directors to exercise their powers in good faithand in the best interests of the corporation, rather in their own interests or theinterests of another entity or person.By assuming office, the director acknowledges that with regard to anycorporate activity the best interests of the corporation must prevail over the director’sindividual interests or the particular interests of the constituency selecting him or her.The basic legal principle to be observed here is a negative one: The director shallnot use a corporate position for individual personal advantage. The duty of loyaltyprimarily relates to:• Conflicts of interest;• Corporate opportunity; and• Confidentiality.” iiiDirectors are required to exercise duty of care and duty of loyalty. However, itshould also be noted that the association does carry Director & Officer LiabilityInsurance in the amount of $2,000,000.00i George W. Overton & Jeannie Carmedelle Frey, editors. Guidebook for Directors of Nonprofit Corporations2 nd edition, United States: American Bar Association, 2002, p. 19.iiGeorge W. Overton & Jeannie Carmedelle Frey, editors. Guidebook for Directors of Nonprofit Corporations2 nd edition, United States: American Bar Association, 2002, p. 19.iii George W. Overton & Jeannie Carmedelle Frey, editors. Guidebook for Directors of Nonprofit Corporations2 nd edition, United States: American Bar Association, 2002, p. 29.2013 Board of Directors Orientation Manual Page 29 of 59

ABAA Board of Directors Orientation ManualATTACHMENT AARTICLES OF INCORPORATION2013 Board of Directors Orientation Manual Page 30 of 59

ABAA Board of Directors Orientation ManualThe exact name of the corporation is:Air Barrier Association of AmericaARTlCLE IARTlCLE IIThe purpose of the corporation is to engage in the following business activities:To inform and educate the building industry about air barrier systems, their concept,details and use. To promote the use and benefits of air barrier systems in both thestate of Massachusetts and the United States of America. To provide information,education and training on air barrier systems and the installation thereof. Toestablish industry guidelines for the use and installation of air barrier system. Totrain and certify installers of air barrier systems to insure the proper functioningthereof. To act as a liaison between the industry and the local governing bodiesregarding the use and installation of air barrier systems.To engage in any other research business of any kind or character whatsoever andto that end to acquire, hold, own and dispose of any and all kinds of property,assets, stock, bonds and rights of every kind in any manner.To purchase, lease or otherwise acquire and to hold, use, lease, manage, operate,equip, maintain, sell, mortgage, pledge, deal in and with any and all kinds ofproperties, real, personal, or mixed, tangible, or intangible.To construct, lease, or otherwise acquire, and to own, hold, operate, develop,improve, maintain and use, and to will, convey, lease or otherwise dispose of, and togrant easements, rights, or other lease or otherwise dispose of, and to granteasements, rights or other interests in lands, real estate, stores, manufacturingplants, warehouses, offices, residences, apartment buildings and other buildingsstructures, building equipment and real estate improvements, such as may relate orbe incidental to or be useful or advantageous for or in connection with the foregoingbusiness or any other business operation or activity in which the corporation mayengage.To incur liabilities and borrow money and to issue notes, bonds, or other evidence ofindebtedness and to secure the same by mortgage or pledge of any part or all of theproperties of any and every kind of corporation.To purchase, subscribe or otherwise acquire, register, hold sell, assign, transfer,pledge, or otherwise dispose of shares of stock, bonds, notes, and other securitiesand evidence of interest in or indebtedness of any government or politicalsubdivision thereof and of any person firm or corporation of this or any state orcounty, and while the owner or: holder thereof to exercise all rights, powers andprivileges of ownership, in same manner that an individual might do.To have one or more offices and to carry on any or all of its operations and businessin any of the states, districts, territories or colonies of the United States, in the2013 Board of Directors Orientation Manual Page 31 of 59

ABAA Board of Directors Orientation ManualProvinces of Canada, and in any and all foreign countries, subject to the laws ofsuch state, district, territory, colony, province or Country.To do or cause to have any and all such acts and things as may be necessary,desirable, convenient or incidental to the consummation or accomplishment of anyor all of the foregoing purposes.In general, to carry on any or all of the business of the corporation as principal,agent or contractor, and to carry on any other business incidentals to and inconnection with the foregoing and to have and exercise all the powers conferred bythe laws of Massachusetts, and to do any or all of the things herein before set forthto the same extent as natural persons might or could do.The purpose specified in the foregoing clauses shall, except where otherwiseexpressed, be in nowise limited or restricted by reference to, or inference from theterms of any clause, but the objects and powers specified in each of the foregoingclauses of this article shall be regarded as independent purposes.To promote and enhance the prestige of the above-defined industry by preparationand dissemination of writings, papers, books, pamphlets, electronic media,periodicals and similar such activities.To provide a forum for consideration of and expression of opinion upon questionsaffecting the industry.To promote unity within all segments of the air barrier industry for the common goalof industry promotion and success.To compile and disseminate appropriate statistical and other data of interest to thepublic and the industry, including data aimed at evaluating opportunities forexpanding sales of air barrier systems and products and related materials andequipment.To study and designate the properties of air barrier materials and systems and todetermine methods of accurately measuring and identifying such properties with aview to improvement in the application, performance and public acceptance of suchproducts.In cooperation with recognized standards-making bodies, to develop and promotestandards of quality and safety in the use and application of air barrier systems andrelated products and materials.To investigate application methodology.To encourage and sponsor technical research and testing of materials, applications,systems and related equipment.2013 Board of Directors Orientation Manual Page 32 of 59

ABAA Board of Directors Orientation ManualTo advance lawful and fair trade practices and promotion activities, including but notlimits to, advertising and publicity.To further the training and education of those connected with or desirous ofbecoming affiliated with the air barrier industry.To engage in any lawful activities which will advance the interests of the air barrierindustry and inform the public of its scope and character.As set forth in the by-laws.No other provisions.By-laws have been adopted.ARTlCLE IIIARTlCLE IVARTlCLE VFiscal year Dec 31.2013 Board of Directors Orientation Manual Page 33 of 59

ABAA Board of Directors Orientation ManualATTACHMENT BBY-LAWS2013 Board of Directors Orientation Manual Page 34 of 59

ABAA Board of Directors Orientation ManualAIR BARRIER ASSOCIATION OF AMERICABY-LAW NO.1A by-law relating generally to the conduct of the affairs of AIR BARRIER ASSOCIATION OFAMERICABE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of AIR BARRIER ASSOIATION OFAMERICA (hereinafter called the Corporation) as follows:1. DEFINITIONS. In this by-law and all other by-laws of the Corporation, unless the contextotherwise specifies or requires:(a) Board of Directors means the board of directors of the Corporation as the same may beelected from time to time;(b) By-law means any by-law of the Corporation from time to time in force and effect;(c) words importing the singular number only shall include the plural and vice versa; wordsimporting the feminine shall include the masculine and neuter genders and vice versa;and(d) the headings used in the by-laws are inserted for reference purposes only and are not tobe considered or taken into account in construing the terms or provisions thereof or to bedeemed in any way to clarify, modify or explain the effect of any such terms or provisions.CORPORATE SEAL2. SEAL. The seal, an impression whereof is stamped in the margin hereof, shall be the seal ofthe Corporation.CONDITIONS OF MEMBERSHIP3. CLASSES OF MEMBERS. The membership of the Corporation shall consist of two classes:voting members and non-voting members.4. VOTING MEMBERS. Any individual, corporation or partnership may become a votingmember of the Corporation on such terms and conditions as may be determined by the Boardof Directors from time to time. The Board of Directors shall also determine the period of timeduring which each voting member shall continue as a voting member of the Corporation.5. NON-VOTING MEMBERS. Any individual, corporation or partnership may become a nonvoting member of the Corporation on such terms and conditions as may be determined by theBoard from time to time. The Board of Directors shall also determine the period of timeduring which each non-voting member shall continue as a non-voting member of theCorporation.6. WITHDRAWAL OF MEMBERS. Any member may withdraw from the Corporation bydelivering to the Corporation a written resignation and lodging a copy of the same with theSecretary of the Corporation.7. VOTING RIGHTS. Each voting member present at a meeting shall have the right to exerciseone vote. Non-voting members shall have no voting rights. A voting member may, by means2013 Board of Directors Orientation Manual Page 35 of 59

ABAA Board of Directors Orientation Manualof a written proxy, appoint a proxy holder to attend and act at a specific meeting of votingmembers in the manner and to the extent authorized by the proxy. A proxy holder must be avoting member of the Corporation.8. MEMBERSHIP NON-TRANSFERABLE Membership shall be non-transferable.MEETINGS OF VOTING MEMBERS9. ANNUAL MEETINGS An annual meeting of the voting members of the Corporation shall beheld at some date not later than eighteen (18) months after the incorporation of theCorporation and subsequently at least once in each calendar year and not more than fifteen(15) months after holding of the last preceding annual meeting.10. PLACE OF MEETINGS The annual or any other general meeting of the voting membersshall be held at the head office of the Corporation or at any place as the Board of Directorsmay determine and on such day and at such time as the said directors may appoint.11. CALLING MEETINGS. The Board of Directors, the Chair, the Chief Executive Officer or theVice-Chair shall have the power to call, at any time, a general meeting of the voting membersof the Corporation. The Board of Directors shall call a special general meeting of the votingmembers on written requisition of voting members carrying not less than 5% of the votingrights.12. BUSINESS OF ANNUAL MEETING. At every annual meeting, in addition to any otherbusiness that may be transacted, the report of the directors, the financial statement and thereport of the auditors shall be presented. As well, auditors shall be appointed for the ensuingyear. The voting members may consider and transact any business either special or generalat any meeting of the members.13. QUORUMmeeting.10% of the voting members will constitute a quorum for the annual general14. NOTICE. Fourteen (14) days written notice by mail shall be given to each voting member ofany annual or special general meeting of voting members. Notice of any meeting shouldcontain sufficient information to permit the voting members to form a reasoned judgment onthe decision to be taken. Notice of each meeting of voting members must remind the votingmember of the right to vote by proxy. Non-voting members shall have no right to receivenotice of any meeting. For purposes of sending notice to any voting member, director orofficer for any meeting or otherwise, the address of the voting member, director or officershall be his or her last address reported on the books of the Corporation.15. MEETING WITHOUT NOTICE. A meeting for voting members may be held for any purposeat any date and time and at any place within United States of America without notice if all thevoting members are present in person or represented by proxies at the meeting or if all theabsent voting members entitled to notice of such meeting have signified their assent in writingto such meeting being held. Such assent may be validly given either before or after themeeting to which such assent relates.16. OMISSION OF NOTICE. No error or omission in giving notice of any annual or generalmeeting to any voting member of the Corporation shall invalidate such meeting or make voidany proceedings taken thereat. Any voting member may at any time waive notice of anysuch meeting and may ratify, approve and confer any or all proceedings taken or had thereat.17. VOTES. Every question submitted to any meeting of voting members shall be decided in thefirst instance by a majority of votes unless the Act or these by-laws otherwise provide. In the2013 Board of Directors Orientation Manual Page 36 of 59

ABAA Board of Directors Orientation Manualcase of an equality of votes the chairperson shall have a second or casting vote in addition tothe vote to which he or she is entitled as a voting member.18. POLLING. A declaration by the chairperson that a resolution has been carried or carriedunanimously or by a particular majority or lost or not carried by a particular majority shall beconclusive evidence of the fact without proof of the number or proportion of those recorded infavor or against the motion, unless a poll is demanded.19. CHAIR OF MEETINGS. The Chair shall act as chairperson of all meetings. In the absenceof the Chair, the Vice-Chair shall act as chairperson of the meeting and in the absence of theChair and the Vice-Chair, the voting members shall choose another director as chairperson ofthe meeting.20. ADJOURNED MEETINGS. The chairperson may with the consent of any meeting adjournthe same from time to time to a fixed time and place. No notice of the time and place for theholding of the adjourned meeting need be given to the voting members. Any business maybe brought before or dealt with at the original meeting.BOARD OF DIRECTORS21. THE FIRST DIRECTORS. The applicants for incorporation shall become the first directors ofthe Corporation and form together the first Board of Directors. Their term as directors shallcontinue until the first annual meeting.22. NUMBER AND QUALIFICATIONS. From and after the first annual meeting, the propertyand business of the Corporation shall be managed by a board of not less than three (3) andnot more than thirty (30) directors. Directors must be individuals, eighteen (18) years of ageor older, with power under law to contract. Directors must be voting members of theCorporation.23. COMPOSITION OF THE BOARD OF DIRECTORS. From and after the first annual meeting,the Board of Directors shall be comprised of individuals elected by the voting members asfollows:(a)(b)(c)at least one (1) representing contractors;at least one (1) representing manufacturers;at least one (1) representing the design community;provided that the question whether a particular individual satisfies the criteria in any ofsubparagraphs 24(a), (b), (c), (d) or (e) may be determined by a majority of the votingmembers.24. REPLACEMENT OF DIRECTORS. If any Director is unwilling or unable to act as a Directorof the Corporation, the voting members shall, at the next meeting of directors, elect areplacement representing the same interest as the Director who ceased to act as a Directorof the Corporation.25. ELECTION. Directors shall be elected at the annual meetings by the voting members on ashow of hands unless a poll is demanded. If a poll is demanded, such election shall be byballot.26. TERM OF OFFICE. At the first annual meeting, one-third (1/3) of the directors shall beelected for a one (1) year term, one-third (1/3) of the directors shall be elected for a two (2)2013 Board of Directors Orientation Manual Page 37 of 59

ABAA Board of Directors Orientation Manualyear term and one-third (1/3) of the directors shall be elected for a three (3) year term. Alldirectors elected at subsequent annual meetings shall be elected for three (3) year terms.27. EXPIRY OF TERM. At the annual meeting upon which a director's term expires, the directorshall retire. Every retiring director shall remain in office until a successor is duly elected.Subject to paragraph 25, every retiring director shall be eligible for reelection.28. VACATION OF OFFICE. The office of a director shall be automatically vacated:(a)(b)(c)(d)(e)if the director resigns the office by delivering a written resignation to the Secretary ofthe Corporation;if the director is found by a court to be mentally incompetent or incapable ofmanaging his or her affairs;if the director becomes bankrupt or suspends payment or compounds with his or hercreditors;if at a Special General Meeting of voting members a resolution directing the removalof the director is passed by the vote of two-thirds (2/3) of the voting members presentat the meeting. Notice to the voting members of at least five (5) signifying the intentto pass such a resolution is a condition precedent to the validity of such resolution;andon death;provided that if any vacancy shall occur for any reason, the Board of Directors may, bymajority vote, identify a replacement to fill such vacancy who shall represent the sameinterest pursuant to paragraph 24 as the director ceasing to act. A director appointed to fillsuch vacancy will remain in office for the remainder of the original director's term.29. REMOVAL OF DIRECTORS. If any elected member of the Board of Directors is absentwithout reasonable cause for more than three consecutive meetings of the Board ofDirectors, such director shall, unless otherwise specified by the Board of Directors, beremoved as a director of the Corporation.30. REMUNERATION OF DIRECTORS. Directors shall not receive remuneration except inrespect of services provided to the Corporation in a capacity other than as a director.Directors may be reimbursed for reasonable expenses incurred in the performance of theirduties. Nothing herein contained shall be construed to precluding any director from servingthe Corporation as an officer or in any other capacity in receiving compensation therefore.POWERS OF DIRECTORS31. POWERS. The Board of Directors may exercise all such powers and do all such acts as maybe exercised or done by the Corporation. Those powers or acts which are by the by-laws orany special resolution of the Corporation or by statute expressly directed or required to bedone by the Corporation at a general meeting of voting members may not be exercised bythe Board of Directors. No officer, director or other person will have the power to overrule ordirect Board of Directors decisions on matters conferred upon the Board of Directors by theby-laws or in any other way effectively fetter the discretion of the Board of Directors.32. POWER TO EMPLOY. The Board of Directors may appoint such agents and engage suchemployees as it shall deem necessary. Such persons shall have such authority and shallperform such duties as shall be prescribed by the Board of Directors.2013 Board of Directors Orientation Manual Page 38 of 59

ABAA Board of Directors Orientation Manual33. FIXING REMUNERATION. The Board of Directors may fix a reasonable remuneration for allofficers, agents, employees or Committee members.MEETINGS OF THE BOARD OF DIRECTORS34. ANNUAL MEETINGS. There shall be at least one (1) meeting of the Board of Directorsper year. Meetings of the Board of Directors shall be held at such time and place as isdetermined by the directors.35. NOTICE. Notice of such meeting shall be given at least five (5) days, by means other thanmail, prior to the meeting. No error or omission in giving notice of any meeting of the Boardof Directors shall invalidate such meeting or make void any proceeding taken thereat. Anydirector may at any time waive notice of any such meeting and may ratify and confirm any orall proceedings taken or had thereat.36. QUORUM. A majority of directors shall constitute a quorum for the transaction of business.37. VOTING. Each director is authorized to exercise one (1) vote. Questions arising at anymeeting of directors shall be decided in the first instance by a majority of votes. In the caseof an equality of votes, the chairperson of the meeting shall have a second or casting vote inaddition to the vote the chairperson is entitled to as a director.38. DEEMED TO ASSENT. Any director absent from a directors' meeting will be deemed tohave assented to all business conducted at a meeting the directors was absent from unless acontrary intention is expressed within a reasonable time after the minutes of such meetingare made available.39. WRITTEN RESOLUTIONS. A resolution in writing signed by all the directors entitled to voteon that resolution at a meeting of directors or committee of directors is valid as if it had beenpassed at a meeting of directors or committee of directors.40. TELEPHONE MEETINGS. Directors may participate in a meeting of the Board of Directorsor any Committee of the Board of Directors by a conference telephone or othercommunication device, provided all persons participating in the meeting are able to hear eachother simultaneously and instantaneously. Approval to hold such meetings must be given byall directors generally or in respect of each particular meeting. A director participating in sucha meeting by such means is deemed to be present at the meeting.41. EXECUTIVE COMMITTEE. The Executive Committee shall be comprised of the Officers ofthe Corporation who may also be Directors of the Corporation. The Board of Directors mayappoint other persons to the Executive Committee who are not Directors of the Corporation.The Executive Committee shall exercise such powers as are authorized by the Board ofDirectors. Any Executive Committee members may be removed by a majority vote of theBoard of Directors. Executive Committee members shall receive no remuneration for servingas such, but are entitled to reasonable expenses incurred in the exercise of their duty.42. EXECUTIVE COMMITTEE MEETINGS A meeting of the Executive Committee shall be heldat any time and place to be determined by the members of such committee provided thatforty-eight (48) hours written notice of such meeting shall be given, other than by mail, toeach member of the committee. Notice by mail shall be sent at least 14 days prior to themeeting. A majority of the members of such committee shall constitute a quorum. No erroror omission in giving notice of any meeting of the Executive Committee or any adjournedmeeting of the Executive Committee of the Corporation shall invalidate such meeting or makevoid any proceedings taken thereat and any member of such committee may at any time2013 Board of Directors Orientation Manual Page 39 of 59

ABAA Board of Directors Orientation Manualwaive notice of any such meeting and may ratify, approve and confirm any or all proceedingstaken or had thereat.43. THE OFFICERS OF THE CORPORATIONS. The officers of the Corporation shall be aChair, Vice Chair, Second Vice Chair, Secretary, Treasurer and an Executive Director andany such other officers as the Board of Directors may determine. Any two (2) offices may beheld by the same person. Officers need not be directors or members.44. ELECTION AND APPOINTMENT. The Chair shall be elected at the first meeting of theBoard of Directors following the annual meeting of voting members in which the directors areelected. Officers other than the Chair shall be appointed by resolution of the Board ofDirectors at the first meeting of the Board of Directors following the annual meeting of votingmembers in which the directors are elected.45. REMOVAL OF OFFICERS.Directors at any time.Officers shall be subject to removal by resolution of the Board of46. CHAIR. The Chair shall:(a) preside at all meetings of the Board of Directors;(b) be the spokesperson for the Board of Directors unless the Board of Directors hasotherwise authorized someone else to speak;(c) report to each annual meeting of the voting members of the Corporationconcerning the operations of the Corporation;(d) represent the Corporation at public or official functions;(e) perform such other duties as may from time to time be determined by the Boardof Directors; and(f) be a member ex-officio of all committees of the Board of Directors.47. VICE-CHAIR. The Vice-Chair shall, in the absence or disability of the Chair, perform theduties and exercise the powers of the Chair and shall perform such other duties as shall fromtime to time be specified by the Board of Directors.48. SECOND VICE-CHAIR. The Second Vice-Chair shall, in the absence or disability of theVice-Chair, perform the duties and powers of the Vice-Chair and shall perform such otherduties as shall from time to time be specified by the Board of Directors.49. SECRETARY. The Secretary may be empowered by the Board of Directors, upon resolutionof the Board of Directors, to carry out the affairs of the Corporation generally under thesupervision of the officers thereof. The Secretary shall attend all meetings and act as clerkthereof and record all votes and minutes of all proceedings in the books to be kept for thatpurpose. The Secretary shall give or cause to be given notice of all meetings of the votingmeetings and of the Board of Directors. The Secretary shall be custodian of the seal of theCorporation and shall deliver it only when authorized by a resolution of the Board of Directorsto do so, and to such person or persons as may be named in the resolution. The Secretaryshall be under the supervision of the Board of Directors or Chair and Chief Executive Officerand shall perform other duties as may be prescribed by the Board of Directors or Chair andChief Executive Officer.2013 Board of Directors Orientation Manual Page 40 of 59

ABAA Board of Directors Orientation Manual50. TREASURER. The Treasurer of the Corporation shall:(a) be custodian of the books of account and accounting records of the Corporation requiredto be kept by the provisions of Internal Revenue Service and any other applicablelegislation;(b) submit an audited financial statement at each annual meeting of the Corporationindicating the financial position of the Corporation at the close of the proceedings year;and the Treasurer may delegate to employees of the Corporation those duties that heconsiders appropriate to delegate and that he is allowed by law to delegate.51. OTHER OFFICERS. The duties of all other officers of the Corporation shall be such as theterms of their engagement call for or the Board of Directors requires of them.DIRECTORS AND OFFICERS OBLIGATIONS52. DUTY OF GOOD FAITH. Every director and officer of the Corporation shall exercise thepowers and discharge the duties of his or her position honestly, in good faith and in the bestinterest of the Corporation. In connection therewith, the directors and officers shall exercisethe degree of care, diligence and skill a reasonably prudent person would exercise incomparable circumstances.53. CONFLICT OF INTEREST.(a) Any director who has an interest directly or indirectly in a proposed contract ortransaction or in a contract or transaction with the Corporation shall declare his orher interest in the contract or transaction at a meeting of the Board of Directors.(b) In case of a proposed contract or transaction, the director shall declare his or herinterest at the meeting of the Board of Directors, at which the question of enteringinto the contract or transaction is first taken into consideration, or if he or she isnot present at such a meeting, then at the first Board of Directors meeting heldthereafter at which he or she is present. If the Director is not, at the date of thatmeeting, interested in the proposed contract or transaction, he or she shall makethe declaration at the first Board of Directors meeting which is held after he orshe became interested in the proposed contract or transaction. In the casewhere the director becomes interested in a contract or transaction after it ismade, the director shall declare his or her interest at the first Board of Directorsmeeting held after he or she becomes interested.(c) Directors and their families shall not enter into any proposed contract ortransaction with the Corporation except:(1) On a competitive-bid basis or other similar basis in writing, and(2) Where the director has declared any interest therein, and where hehas absented himself from the meeting and where he has refrained fromvoting thereon.d) Directors shall not vote on any matter in which they have a direct or indirectfinancial interest and shall declare the details of such interest prior to the discussionand vote on such matter2013 Board of Directors Orientation Manual Page 41 of 59

ABAA Board of Directors Orientation ManualAny director who has declared an interest in any proposed contract or transaction or otherfinancial interests with the Corporation which is being discussed shall absent himself orherself during the discussion of and vote upon the matter, and the event shall be recorded inthe minutes.INDEMNITIES TO DIRECTORS AND OTHERS54. INDEMNIFICATION Every Director or Officer of the Corporation and every member of aCommittee of the Corporation and their heirs, executors and administrators shall beindemnified and saved harmless, by the Corporation from and against:(a)(b)all costs, charges and expenses whatsoever which such Director, Officer orCommittee member sustains or incurs in or about any action, suit or proceedingwhich is brought, commenced or prosecuted against him or her for, or in respect ofany act, deed, matter or thing whatsoever, made, done or permitted by him or her, inor about the execution of the duties of his or her office; andall other costs, charges and expenses that he or she sustains or incurs in or about orin relation to the affairs thereof except such costs, charges or expenses as areoccasioned by his or her own willful neglect or fault.The indemnity herein before provided for shall be applicable only if the Director, Officer orCommittee member of the Corporation acted honestly and in good faith with a view to thebest interests of the Corporation and, in the case of a criminal or administrative action orproceeding that is enforced by a monetary penalty, he or she had reasonable grounds forbelieving that his or her conduct was lawful.55. AUDITORS The voting members shall at each annual meeting appoint an auditor to audit theaccounts of the Corporation for report to the voting members at the next annual meeting.The auditor shall hold office until the next annual meeting provided that the directors may fillany casual vacancy in the office of auditor. The remuneration of the auditor shall be fixed bythe Board of Directors.STANDING COMMITTEES56. STANDING COMMITTEES. The Board of Directors may establish such StandingCommittees from time to time as they deem necessary. The Board of Directors shallestablish and alter the duties of the Standing Committees and appoint or remove StandingCommittee members as necessary.SPECIAL COMMITTEES57. SPECIAL COMMITTEES. The Board of Directors may appoint Special Committees fromtime to time as deemed necessary to carry out the objectives of the Corporation or to advisethe Board of Directors. The Board of Directors shall prescribe the duties of such SpecialCommittees and appoint or remove Special Committee members as necessary.EXECUTION OF DOCUMENTS58. EXECUTION OF DOCUMENTS. Contracts, documents or any instruments in writingrequiring the signature of the Corporation shall be signed by any two (2) officers. Allcontracts, documents and instruments in writing so signed shall be binding upon theCorporation without any further authorization or formality. The directors shall have powerfrom time to time by resolution to appoint an officer or officers or a director or directors on2013 Board of Directors Orientation Manual Page 42 of 59

ABAA Board of Directors Orientation Manualbehalf of the Corporation to sign specific contracts, documents and instruments in writing.The directors may give the Corporation's power of attorney to any registered dealer insecurities for the purposes of the transferring of and dealing with stocks, bonds and othersecurities of the Corporation. The seal of the Corporation when required may be affixed tocontracts, documents and instruments in writing as aforesaid or by any officer or any directorappointed by resolution of the Board of Directors.MINUTES OF THE BOARD OF DIRECTORS59. MINUTES. The minutes of the Board of Directors or the minutes of any Committee thereofshall be available to the voting members of the Corporation upon request.60. AMENDMENT OF BY-LAWS. The by-laws of the Corporation may be repealed or amendedby by-law enacted by a majority of the directors at a meeting of the Board of Directors andsanctioned by an affirmative vote of at least two-thirds (2/3) of the voting members at ameeting duly called for the purpose of considering the said by-law.BOOKS AND RECORDS61. BOOKS AND RECORDS. The directors shall see that all necessary books and records ofthe Corporation required by the by-laws of the Corporation or by any applicable statute or laware required and properly kept.RULES AND REGULATIONS62. RULES AND REGULATIONS. The Board of Directors may prescribe such rules andregulations not inconsistent with these by-laws relating to the management and operation ofthe Corporation as they deem expedient, provided that such rules and regulations shall haveforce and effect only until the next annual meeting of the voting members of the Corporationwhen they shall be confirmed. Such rules and regulations shall cease to have any force andeffort from the date of the annual meeting of the voting members of the Corporation at whichthe voting members fail to confirm such rules and regulations.FISCAL YEAR63. FISCAL YEAR. Unless otherwise ordered by the Board of Directors, the fiscal year-end ofthe Corporation shall be December 31.64. DISOLUTION OF CORPORATION It is specially provided that in the event of dissolution orwinding-up of the Corporation all it’s remaining assets after payment of it’s liabilities shall bedistributed to one or more non profit corporations with similar goals and objectives.ENACTED the 11 th day of April, 2001____________________________________C.S.______________________________________ChairSecretary2013 Board of Directors Orientation Manual Page 43 of 59

ABAA Board of Directors Orientation ManualATTACHMENT CANTI-TRUST POLICY2013 Board of Directors Orientation Manual Page 44 of 59

ABAA Board of Directors Orientation ManualANTI-TRUST POLICYSection 1 of the Sherman Antitrust Act and Section 5 of the Federal TradeCommission Act prohibit contracts, combinations or conspiracies in restraint of tradeand unfair methods of competition in commerce.The Directors of this Association, conscious of the antitrust issues inherent in tradeassociation activities, recommends that the Association adopt an antitrust policy toensure continued strict compliance with the antitrust laws. These clearly definedstatements of conduct must always be kept in mind, and all Association meetingsand other activities must be conducted in accordance therewith.One of the clearest antitrust violations an association can commit is an agreementby its members to set prices at a fixed level. Such an agreement is a violation of theantitrust laws, even if the prices set are reasonable or the ends sought are worthy.Similarly, terms and conditions of sale which affect the buyer should not bediscussed. These include discounts, freight allowances, terms of product warrantiesand other individual policies followed in dealing with customers. Informalunderstandings and planned courses of action on these subjects by competitors alsoclearly are forbidden.Administrative or disciplinary action against member companies, or the expulsion ofmember companies, may result in economic injury to the affected members and,thus, may constitute an illegal boycott or restraint of trade. Therefore, these sensitiveareas must be discussed in accordance with strictly defined legal guidelines.Frequently, an association engages in the voluntary development of a productspecification or an industry standard of quality, Antitrust issues can arise if thestandard developed advances the economic interests or operates as a marketingadvantage for some members to the detriment of others in their industry.Statistical reporting is another common association-sponsored activity. However,since some associations and their members have used these activities in the past tofurther price-fixing and monopolistic schemes, statistical reporting projects must beconducted with great care in order to conform with clearly defined rules regardingthe collection and dispersal of confidential information. Antitrust problems also mayarise when associations become involved in industry-wide research anddevelopment programs. When pooling of results exists, association-sponsored jointresearch and development activities may injure competition by diluting thecompetitive pressures to innovate.Another area of potential antitrust infraction involves association-sponsored efforts topetition government agencies for action, which may have an adverse economicimpact on some competing companies. A delicate balance always must bemaintained between the First Amendment right to petition government and theantitrust laws' prohibition against restraint of trade.2013 Board of Directors Orientation Manual Page 45 of 59

ABAA Board of Directors Orientation ManualThe proper conduct of Association meetings requires an understanding andconscious awareness by all of antitrust implications. Your non-participation in thediscussions pro and con may not protect you if, out of such discussions at a meetingyou attend, any agreement in restraint of trade originates. However, no imputedunlawful purpose can arise if conscious independent and individual judgment isexercised and no illegal common course of action is pursued.To assist in avoiding antitrust problems at Association meetings, a list of fourDON'TS has been prepared. You should read and remember these four basic rules.BE ALERT AND KEEP INFORMED. Antitrust laws are wide ranging, complex, andsubject to changing interpretation. Consult your company's counsel or theAssociation's counsel immediately if you have any questions about the legality ofany proposed Association action.ASSOCIATION ANTI-TRUST DON'TS1. DON'T discuss the prices your company will charge customers.2. DON'T discuss discounts, terms or conditions of sale, warranty terms, profitsor profit margins, shares of the market, bids or the intent to bid, rejection ortermination of customers, sales territories or markets.3. DON'T discuss administrative or disciplinary action by the Association againsta particular member or nonmember, or enforcement of any Association codeof ethics against particular members or non-members, in the absence ofspecific legal guidance.4. DON'T propose or discuss any proposal, in the absence of specific legalguidance, that the Association sponsor or engage in any activity, which mayhave the effect of producing an adverse economic impact on some competingcompanies.2013 Board of Directors Orientation Manual Page 46 of 59

ABAA Board of Directors Orientation ManualATTACHMENT DBOARD OF DIRECTORS CODE OF ETHICS2013 Board of Directors Orientation Manual Page 47 of 59

ABAA Board of Directors Orientation ManualABAA Board of Directors Code of EthicsCode: Members of the Board of Directors of ABAA are committed to observing and promoting thehighest standards of ethical conduct in the performance of their responsibilities on the Board. Boardmembers pledge to accept this code as a minimum guideline for ethical conduct and shall:Accountability1. Abide in all respects by the ABAA Code of Ethics and all other rules and regulations of the Association(including but not limited to the Association’s Articles of Incorporation and Bylaws) and will ensure that theirregistered membership in the Association remains in good standing at all times.2. Review all information and materials sent in connection with Board business and attend the meetings of theBoard and the Board committees to which appointment is accepted.3. Fully disclose, at the earliest opportunity, any information that may result in a perceived or actual conflict ofinterest and act in accordance with the ABAA Conflict of Interest policy.4. Exercise reasonable care, good faith and due diligence in the Association’s affairs.5. Fully disclose, at the earliest opportunity, information of fact that would have significance in board decisionmaking.6. Remain accountable for prudent fiscal management of the Association.Professional Responsibilities7. Exercise extreme care in all statements, written or oral, to separate expression of personal opinion or belieffrom communications carrying the color of authority of the Association. Further, position/title on the Board willnot be used when expressing a personal opinion unless acting within one’s capacity and duties as a Boardmember and representing the Board and the Association’s position on such issue.8. Refrain from discussing outside of the meeting room individual differences and opinions about Board andBoard Committee decisions.9. Strive to develop, encourage and uphold the highest standards of personal and professional conduct amongone’s colleagues and the ABAA membership as a whole.10. Exercise the powers vested for the good of all members and the Association itself rather than for personalbenefit.11. Avoid situations which may be improper or may give the appearance of impropriety.Confidential Information12. Respect the confidentiality of information acquired through Board service.13. Remain diligent and alert as to what information learned during Board service can be shared with others.14. Except as the Board of Directors may otherwise require or as otherwise required by law, no Board membershall share, copy, reproduce, transmit, divulge or otherwise disclose any confidential information related to theaffairs of the Association, and each member of the Board will uphold the strict confidentiality of meetings andother deliberations and communications of the Board of Directors.2013 Board of Directors Orientation Manual Page 48 of 59

ABAA Board of Directors Orientation ManualCollaboration and Cooperation15. Exhibit and maintain a professional level of courtesy, respect and objectivity in all matters related toAssociation business, including but not limited to Board meetings, assignments, committee work, interactionswith other Board members, interactions with members, recognizing that appointment to the Board is a privilegebestowed by one’s colleagues to serve the membership and the mission of the Association.16. Respect the diversity of opinions as expressed or acted upon by any member or group of members.17. Promote collaboration, cooperation and partnership among ABAA members.I have read and I accept ABAA’s Code of Ethics for Board MembersDirector’s Name Director’s Signature Date2013 Board of Directors Orientation Manual Page 49 of 59

ABAA Board of Directors Orientation ManualATTACHMENT ECONFLICT OF INTEREST POLICY and ANNUAL STATEMENT2013 Board of Directors Orientation Manual Page 50 of 59

ABAA Board of Directors Orientation ManualAir Barrier Association of America, Inc. (ABAA)Conflict of Interest Policyand Annual StatementFor Directors, Officers andMembers of a Committee with Board Delegated PowersArticle I – Purpose1. The purpose of this Board conflict of interest policy is to protect ABAA’s interests when it iscontemplating entering into a transaction or arrangement that might benefit the private interestsof an officer or director of ABAA or might result in a possible excess benefit transaction.2. This policy is intended to supplement, but not replace, any applicable state and federal lawsgoverning conflicts of interest applicable to nonprofit and a not for profit organizations.3. This policy is also intended to identify “independent” directors.Article II -- Definitions1. Interested person -- Any director, principal officer, or member of a committee with governingboard delegated powers, who has a direct or indirect financial interest, as defined below, is aninterested person.2. Financial interest -- A person has a financial interest if the person has, directly or indirectly,through business, investment, or family:a. An ownership or investment interest in any entity with which ABAA has a transactionor arrangement,b. A compensation arrangement with ABAA or with any entity or individual with whichABAA has a transaction or arrangement, orc. A potential ownership or investment interest in, or compensation arrangement with,any entity or individual with which ABAA is negotiating a transaction or arrangement.Compensation includes direct and indirect remuneration as well as gifts or favors that are notinsubstantial.A financial interest is not necessarily a conflict of interest. A person who has a financial interestmay have a conflict of interest only if the Board or Executive Committee decides that a conflictof interest exists, in accordance with this policy.2013 Board of Directors Orientation Manual Page 51 of 59

ABAA Board of Directors Orientation Manual3. Independent Director -- A director shall be considered “independent” for the purposes of thispolicy if he or she is “independent” as defined in the instructions for the IRS 990 form or, untilsuch definition is available, the director --a. is not, and has not been for a period of at least three years, an employee of ABAA orany entity in which ABAA has a financial interest;b. does not directly or indirectly have a significant business relationship with ABAA,which might affect independence in decision-making;c. is not employed as an executive of another corporation where any of ABAA’sexecutive officers or employees serve on that corporation’s compensation committee; andd. does not have an immediate family member who is an executive officer or employee ofABAA or who holds a position that has a significant financial relationship with ABAA.Article III – Procedures1. Duty to Disclose -- In connection with any actual or possible conflict of interest, an interestedperson must disclose the existence of the financial interest and be given the opportunity todisclose all material facts to the Board or Executive Committee.2. Determination of Dependence – In the case where a candidate or director by definition is notindependent (as described above), the Executive Committee must make a determination as to thesignificance of the failure to meet the requirements, and a documented consideration be given toaccept the candidate or director with limited voting powers or require release from the board..2. Recusal of Self – Any director may recuse himself or herself at any time from involvement inany decision or discussion in which the director believes he or she has or may have a conflict ofinterest, without going through the process for determining whether a conflict of interest exists.3. Determining Whether a Conflict of Interest Exists -- After disclosure of the financialinterest and all material facts, and after any discussion with the interested person, he/she shallleave the Board or Executive Committee meeting while the determination of a conflict of interestis discussed and voted upon. The remaining Board or Executive Committee members shalldecide if a conflict of interest exists.4. Procedures for Addressing the Conflict of Interesta. An interested person may make a presentation at the Board or Executive Committeemeeting, but after the presentation, he/she shall leave the meeting during the discussionof, and the vote on, the transaction or arrangement involving the possible conflict ofinterest.b. The Chairperson of the Board or Executive Committee shall, if appropriate, appoint adisinterested person or committee to investigate alternatives to the proposed transactionor arrangement.2013 Board of Directors Orientation Manual Page 52 of 59

ABAA Board of Directors Orientation Manualc. After exercising due diligence, the Board or Executive Committee shall determinewhether ABAA can obtain with reasonable efforts a more advantageous transaction orarrangement from a person or entity that would not give rise to a conflict of interest.d. If a more advantageous transaction or arrangement is not reasonably possible undercircumstances not producing a conflict of interest, the Board or Executive Committeeshall determine by a majority vote of the disinterested directors whether the transaction orarrangement is in ABAA's best interest, for its own benefit, and whether it is fair andreasonable.e. There may be circumstances where time constraints may render the time required toperform due diligence to evaluate whether a conflict of interest is present, to not be inABAA’s best interest. In these cases, the Board must consider and document alternativeactions taken to ensure the risk of the conflict is mitigated.In conformity with the determination, it shall make its decision as to whether to enterinto the transaction or arrangement.5. Violations of the Conflicts of Interest Policya. If the Board or Executive Committee has reasonable cause to believe a member hasfailed to disclose actual or possible conflicts of interest, it shall inform the member of thebasis for such belief and afford the member an opportunity to explain the alleged failureto disclose.b. If, after hearing the member's response and after making further investigation aswarranted by the circumstances, the Board or Executive Committee determines themember has failed to disclose an actual or possible conflict of interest, it shall takeappropriate disciplinary and corrective action.Article IV – Records of ProceedingsThe minutes of the Board and all committees with board delegated powers shall contain:1. The names of the persons who disclosed or otherwise were found to have a financialinterest in connection with an actual or possible conflict of interest, the nature of the financialinterest, any action taken to determine whether a conflict of interest was present, and theBoard's or Executive Committee's decision as to whether a conflict of interest in fact existed.2. The names of the persons who were present for discussions and votes relating to thetransaction or arrangement, the content of the discussion, including any alternatives to theproposed transaction or arrangement, and a record of any votes taken in connection with theproceedings.2013 Board of Directors Orientation Manual Page 53 of 59

ABAA Board of Directors Orientation ManualArticle V – Compensation1. A voting member of the Board who receives compensation, directly or indirectly, from ABAAfor services is precluded from voting on matters pertaining to that member's compensation.2. A voting member of any committee whose jurisdiction includes compensation matters andwho receives compensation, directly or indirectly, from ABAA for services is precluded fromvoting on matters pertaining to that member's compensation.3. No voting member of the Board or any committee whose jurisdiction includes compensationmatters and who receives compensation, directly or indirectly, from ABAA, either individually orcollectively, is prohibited from providing information to any committee regarding compensation.Article VI – Annual Statements1. Each director, principal officer and member of a committee with Board delegated powers shallannually sign a statement which affirms such person:a. Has received a copy of the conflict of interest policy,b. Has read and understands the policy,c. Has agreed to comply with the policy, andd. Understands ABAA is a not for profit and in order to maintain its federal taxexemption it must engage primarily in activities which accomplish one or more of its taxexemptpurposes.2. Each voting member of the Board shall annually sign a statement which declares whether suchperson is an independent director.3. If at any time during the year, the information in the annual statement changes materially, thedirector shall disclose such changes and revise the annual disclosure form.4. The Executive Committee shall regularly and consistently monitor and enforce compliancewith this policy by reviewing annual statements and taking such other actions as are necessary foreffective oversight.Article VII – Periodic ReviewsTo ensure ABAA operates in a manner consistent with a not for profit purposes and does notengage in activities that could jeopardize its tax-exempt status, periodic reviews shall beconducted. The periodic reviews shall, at a minimum, include the following subjects:1. Whether compensation arrangements and benefits are reasonable, based on competent surveyinformation (if reasonably available), and the result of arm's length bargaining.2. Whether partnerships, joint ventures, and arrangements with management organizations, ifany, conform to ABAA's written policies, are properly recorded, reflect reasonable investment or2013 Board of Directors Orientation Manual Page 54 of 59

ABAA Board of Directors Orientation Manualpayments for goods and services, further not for profit purposes and do not result inimpermissible private benefit or in an excess benefit transaction.Article VIII – Use of Outside ExpertsWhen conducting the periodic reviews as provided for in Article VII, ABAA may, but need not,use outside advisors. If outside experts are used, their use shall not relieve the Board of itsresponsibility for ensuring periodic reviews are conducted.2013 Board of Directors Orientation Manual Page 55 of 59

ABAA Board of Directors Orientation ManualABAA Director and OfficerAnnual Conflict of Interest Statement1. Name: ____________________________________ Date: ____________________2. Position:Are you a voting Director? Yes NoAre you an Officer? Yes NoIf you are an Officer, which Officer position do you hold:______________________________________.3. I affirm the following:I have received a copy of the ABAA Conflict of Interest Policy. _________ (initial)I have read and understand the policy. _________ (initial)I agree to comply with the policy. _________ (initial)I understand that ABAA is a not for profit and in order to maintain its federal tax exemption it mustengage primarily in activities which accomplish one or more of tax-exempt purposes. _________(initial)4. Disclosures:a. Do you have a financial interest (current or potential), including a compensation arrangement, asdefined in the Conflict of Interest policy with ABAA ? Yes Noi. If yes, please describe it: ____________________________________________ii. If yes, has the financial interest been disclosed, as provided in the Conflict of Interestpolicy? Yes Nob. In the past, have you had a financial interest, including a compensation arrangement, as defined inthe Conflict of Interest policy with ABAA? Yes Noi. If yes, please describe it, including when (approximately):_______________________________________________ii. If yes, has the financial interest been disclosed, as provided in the Conflict of Interestpolicy? Yes No5. Are you an independent director, as defined in the Conflict of Interest policy? Yes Noa. If you are not independent, why? __________________________________________________________________Signature of directorDate: _________________Date of Review by Executive Committee: __________________________2013 Board of Directors Orientation Manual Page 56 of 59

ABAA Board of Directors Orientation ManualATTACHMENT FWHISTLEBLOWER POLICY2013 Board of Directors Orientation Manual Page 57 of 59

ABAA Board of Directors Orientation ManualWHISTLEBLOWER POLICYIntroductionThe Board of Directors of the Air Barrier Association of America, Inc. (ABAA) has adopted theCode of Ethics, requiring all staff, board members and volunteers to observe high standards ofbusiness and personal ethics in the conduct of their duties and responsibilities. As employees andrepresentatives of ABAA, we must practice honesty and integrity in fulfilling our responsibilitiesand comply with all applicable laws and regulations. Set forth below is ABAA’s policy withrespect to reporting good faith concerns about the legality or propriety of ABAA actions or plans.Reporting of Concerns or ComplaintsIt is the responsibility of all staff, board members, and volunteers to comply with ABAA’s Codeof Ethics and applicable law and to report violations or suspected violations in accordance withthis Whistleblower Policy.ConfidentialityABAA will treat all communications under this Policy in a confidential manner, except to theextent necessary (1) to conduct a complete and fair investigation, or (2) for review of ABAAoperations by ABAA’s Board of Directors, its Audit Committee, ABAA’s independent publicaccountants, and ABAA’s legal counsel.RetaliationABAA will not permit any negative or adverse actions to be taken against any employee orindividual for making a good faith report of a possible violation of its Code of Ethics orapplicable law, even if the report is mistaken, or against any employee or individual who assistsin the investigation of a reported violation. Retaliation in any form will not be tolerated. Any actof alleged retaliation should be reported immediately and will be promptly investigated. Anemployee who retaliates against someone who has reported a violation in good faith is subject todiscipline up to and including termination of employment. This Whistleblower Policy is intendedto encourage and enable employees and others to raise serious concerns within ABAA prior toseeking resolution outside ABAA.How to Report Concerns or ComplaintsEmployees and others may communicate suspected violations of its Code of Ethics, applicablelaw or other wrongdoing or alleged retaliation by reporting the violation verbally or in writing toABAA’s Executive Director. In order to better respond to any information or complaint, wewould prefer that you identify yourself and provide your contact information when you make thereport. Any information will be treated with utmost confidence. If you wish to remainanonymous, it is not necessary that you give your name or position in any notification. Thecomplaint will then be forwarded to an ABAA board member designated to handle such issues.Whether you identify yourself or not, for a proper investigation to be conducted, please provideus with as much information as you can, sufficient to do a proper investigation, including whereand when the incident occurred, names and titles of the individuals involved, and as much otherdetail as you can provide.Illustrative Types of ConcernsThe following is a non-exhaustive list of the kinds of improprieties that should be reported:2013 Board of Directors Orientation Manual Page 58 of 59

ABAA Board of Directors Orientation Manual1. Supplying false or misleading information on ABAA’s financial or other publicdocuments, including its tax return (Form 990);2. Providing false information to or withholding material information from ABAA’s boardof directors or auditors;3. Destroying, altering, mutilating, concealing, covering up, falsifying, or making a falseentry in any records that may be connected to an official proceeding, in violation offederal or state law or regulations;4. Altering, destroying or concealing a document, or attempting to do so, with the intent toimpair the document’s availability for use in an official proceeding or otherwiseobstructing, influencing or impeding any official proceeding, in violation of federal orstate law or regulations;5. Embezzlement, self-dealing, private inurnment (i.e., ABAA earnings inuring to thebenefit of an individual) and private benefit (i.e. ABAA assets being used for personalgain or benefit);6. Payment for services or goods that are not rendered or delivered;7. Violations of ABAA’s Code of Ethics or Conflicts of Interest Policy;8. Facilitating or concealing any of the above or similar actions.QuestionsIf you have any questions regarding this policy, please contact the Executive Director of ABAA2013 Board of Directors Orientation Manual Page 59 of 59