COPYRIGHT, LEGAL & USER INFORMATION
This website is provided for your use on an as-is basis. NAHAD makes no representations or warranties of any kind, express or implied, as to the operation of the website or as to the information, content, materials, or products included on this website. NAHAD uses its best efforts to maintain this website but is not responsible for the results of any defects that exist in this website, any outages, interruptions, viruses or other harmful components. You should not assume that this website or its content is error free or that it will be suitable for the particular purpose that you have in mind when using it.
TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, NAHAD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NAHAD WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS WEBSITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, AND CONSEQUENTIAL DAMAGES, OR LOSS OF REVENUE OR PROFITS, WHETHER FORESEEABLE OR NOT, ANY FAILURE BY NAHAD TO PROVIDE ACCESS TO OR USE OF THIS WEBSITE, OR ANY OTHER CAUSE WHATSOEVER.
Copyright & Trademark
Unless otherwise indicated, the documents and information, including, but not limited to, text, graphics, icons, logos, buttons and images, on this website are copyrighted materials of, and owned and controlled by NAHAD or the party credited as the provider of the content. Reproduction or storage of documents and information from this website is subject to the U.S. copyright laws, and other international copyright laws. All software used on this website is the property of NAHAD or its software suppliers and is subject to U.S. and international copyright law. You may not modify, decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of this website. You may not reproduce, modify, distribute, transmit, republish, display or perform any of the content of this website. See below for NAHAD's procedures for handling claims of copyright infringement.
The National Association of Hose and Accessories Distribution, NAHAD, the NAHAD logo, Hose Safety Institute and the Hose Safety Institute logo are trademarks of NAHAD. This website contains many third-party trademarks and service marks of participating manufacturers and distributors. All marks are the property of their respective holders.
Third Party Content
This website provides content, hyperlinks and references to external websites of third-parties, including, without limitation, the websites and material of third-party NAHAD members, distributors, manufacturers, vendors and suppliers. NAHAD neither endorses nor is responsible for the availability, accuracy, currency or reliability of any information, statement, opinion or advice contained in such a third party's website or material. You should use them with caution. It is the responsibility of every user to evaluate the accuracy, currency, completeness or usefulness of any information, statement, opinion or advice or other content available through any third-party website. Please seek the advice of professionals, as appropriate, regarding the evaluation of any specific information, statement, opinion, advice or other content. Any concerns regarding such third-party content should be directed to the third-party. You acknowledge that under no circumstances will NAHAD be liable for any loss or damage caused by reliance on information obtained through a third-party website. Nothing on this website shall be deemed to be a recommendation of any third-party or to constitute any representation as to a third-party's qualifications, services, products, offerings, information or any other content.
Who May Use?
Users may use this website for their personal or their company's use in order to inform themselves about NAHAD, its programs and its members for themselves or for their company and for no other purpose. Other than the foregoing, users may not use this website or post any material to this website that is commercial in nature without the prior consent of NAHAD, including, but not limited to, junk mail, spam, chain letters or any other form of solicitation. Users are forbidden to sell, trade or distribute the contents of this website or any data obtained from this website to anyone. In no event may this website be used or linked to by any party charging a fee for access to this website or for access to any information gathered in this website, including, but not limited to, any product or pricing information.
Legal Compliance & Posting Limitations
Users must use this website in accordance with all applicable international, federal, state and local laws and regulations and may not post or transmit anything that would give rise to any civil or criminal liability for any party or otherwise violate any law. Users may not post or transmit anything that violates the copyright, privacy, confidentiality, publicity or intellectual property rights of any person or that reveals any information that should be known to the user to be confidential or proprietary. Users may not post or transmit anything that is false, misleading, defamatory, obscene, indecent, threatening, harassing, harmful or that could constitute an incitement to unlawful conduct.
Antitrust Law Compliance
Users may not post or transmit content regarding pricing, output, refusals to deal, or other conduct prohibited by antitrust and unfair competition laws and regulations. NAHAD reserves the right to remove such material, at its sole discretion, and take such other action as NAHAD deems appropriate, including reporting to and cooperating with government authorities.
Integrity of the Website and its Content
Users may not use, post or transmit any device, software, routine, virus, spam, mass e-mail, commercial material, corrupted data or otherwise attempt to or intend to interfere with or damage the proper working of this website or any activity conducted on this website or to damage or intercept any data or information on this website. Users may not delete or revise any material posted by NAHAD or by another user. Users may not violate or attempt to violate the security, efficiency, reliability, or integrity of this website or its content in any way, including, without limitation, by accessing data, servers or accounts for which user's password is not authorized, forging TCP/IP packet headers or payloads or accessing or attempting to access parts of this website restricted to user access.
Users who have a password allowing access to non-public areas of this website may not disclose, transmit, post, give away or in any manner share the password with any non-authorized party or use the password for any unauthorized purpose. User agrees to notify NAHAD immediately of any unauthorized use of a password or a registration profile.
Responsibility for Content
This website is a passive conduit for users to access information about NAHAD, its resources and its members. NAHAD makes every effort to keep information on this website up-to-date but, as NAHAD depends on manufacturers, distributors, vendors and other industry sources for information, NAHAD MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE CURRENCY, COMPLETENESS OR ACCURACY OF ANY INFORMATION ON THIS WEBSITE. NAHAD does not necessarily preview, screen, edit or monitor the information placed on this website by third parties via posting to message boards, email forms or other such mechanisms, though NAHAD may do so if it chooses. NAHAD, its directors, employees, agents and members, have no control over and take no responsibility for the quality, safety, pricing, desirability, completeness, currency or appropriateness of any information accessed via this website. Nothing on the website shall be deemed to be an endorsement, representation or warranty by NAHAD with respect to any user or member.
The protection of your privacy is very important to us at NAHAD. NAHAD does not collect personally identifiable or confidential information about individuals or companies using this website except when such individuals specifically provide information on a voluntary basis, for example, in the registration process areas of this website or when registering as a NAHAD member. Personally identifiable information on individual users will not be sold or otherwise transferred to unaffiliated third parties without the approval of the user at the time of collection. The information you give us will be used for the purpose stated when collected.
As NAHAD expands the range of options and services available from this website, the collection and use of personal data will also change to serve you better. We therefore reserve the right to modify this Privacy Statement at any time and will post notice of such changes to this website. If you have any questions or concerns about privacy and security at NAHAD, please contact the NAHAD office. If at any point you wish to not have NAHAD contact you, you can email the office at email@example.com to update your record.
The name of the organization shall be The Association For Hose and Accessories Distribution.
The objectives of the Association, as permitted by law, are:
Section 1. Principal Office. The principal office shall be in the City of Washington, District of Columbia.
Section 2. Office Locations. The Association may also have offices at such other places both within and without the Commonwealth of Pennsylvania, as the Board of Directors may from time to time determine or the business of the Association may require.
Section 3. Registered Office. The registered office shall be c/o CT Corporation System located in Philadelphia, Pennsylvania, or such place as may be determined, from time to time, by the Board of Directors.
Section 1. Classifications. There shall be five (5) classes of Members: Distributors, Manufacturers, Associates, Affiliates, and Manufacturer Representatives.
Section 2. Qualifications. The qualifications and eligibility requirements of each class of members shall, from time to time, be fixed by the Board of Directors. Such qualifications and eligibility requirements shall be reasonable and germane to the purposes of the Association, and equally enforced as to new applicants and all existing members of the same class.
Section 3. Membership Application Procedures.
An applicant for a Manufacturer Representative Membership shall be an individual person who:
i. Earns each year 50% or more of their annual aggregate revenues from commissions on sales in a defined geographic or market territory from NAHAD Member Manufacturers; and,
ii. Is sponsored by two (2) NAHAD Manufacturer Members and two (2) NAHAD Distributor Members, who shall certify that the applicant possesses the highest qualities of professionalism, integrity and industry knowledge; and,
iii. Commits to attending the NAHAD Annual Convention as a registrant at least every other year.
Section 4. Resignation and Termination of Membership.
Section 5. Membership Dues.
Section 1. Annual Meetings. The Annual Meeting of Members shall be held at such time, at such location, and on such date of each year as may be fixed by the Board of Directors and stated in the Notice of the Meeting. Any business within the powers of the Association may be transacted at the Annual Meeting.
Section 2. Special Meetings. Special Meetings of the Members for any purpose or purposes may be called upon the written request of the President, Executive Vice President, a majority of the Board of Directors, or the members entitled to cast at least ten percent (10%) of the votes which all members are entitled to cast at the particular meeting. Calls for such meetings shall specify the general nature of the business to be transacted and the time and place of such meeting. No business other than that specified in the call shall be considered at any Special Meeting.
Section 3. Adjournments. Adjournments of any Regular or Special Meeting may be taken, but any meeting at which directors are to be elected shall be adjourned only from day to day, or for such longer periods not exceeding fifteen (15) days each, as the Members present entitled to cast at least a majority of the votes which all Members present and voting are entitled to cast shall direct, until such directors have been elected.
Section 4. Notices of Meetings.
Section 5. Place of Meetings. Meetings of Members shall be held at such place within or without the Commonwealth of Pennsylvania, at such place so stated in the Notice of the Meeting.
Section 6. Quorum and Voting.
Section 7. Determination of Members of Record.
Section 8. Proxies.
Section 1. Transaction of Business. The business of the Association shall be managed by its Board of Directors which may exercise all such powers of the Association and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these By Laws directed or required to be exercised or done by the Members.
Section 2. Number of Directors/Qualifications.
Section 3. Election of Directors.
Section 4. Term of Office. Each Director shall hold office until the third Annual Meeting next succeeding his election and until his successor is elected and qualified, or until his earlier resignation, removal from office or death.
Section 5. Removal.
Section 6. Vacancies.
Section 7. Quorum and Voting.
Section 8. Regular Meetings. Regular Meetings of the Board of Directors, or such other body, shall be held at such times and places, as the Board of Directors may, by resolution or By Law, from time to time, determine. Regular Meetings of the Board of Directors may be held without Notice; however, the Executive Vice President shall give Notice of each such Resolution or By Law to any Director who was not present at the time the same was adopted at a Regular Meeting.
Section 9. Special Meetings. Special Meetings of the Board of Directors, or other body, for any purpose or purposes may be called upon the written request of the President, Executive Vice President, or a majority of the Board of Directors or such other body, as the case may be, and shall be held at such times and places, as may be specified in such call. Calls for such meetings need not specify the nature of the business to be transacted.
Section 10. Notice of Regular or Special Meetings.
Section 11. Place of Meetings. Meetings of the Board of Directors or Members of such other body shall be held at such place within or without the Commonwealth of Pennsylvania, at such place so stated in the Notice of the Meeting.
Section 12. Use of Conference Telephone or Similar Equipment. One or more of all the Directors may participate in a Meeting of the Board or other body by the means of a conference telephone or similar communications equipment by means of which all participating in the meeting can hear each other and such participation shall constitute presence in person at the meeting.
Section 13. Compensation. All Members of the Board of Directors shall serve without compensation.
Section 14. Ex Officio Members of the Board of Directors. Each ex officio member of the Board of Directors is entitled to participate in meetings of the Board to the same extent as other members of the Board.
Section 1. Designation of Committees. The Board of Directors may, by Resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Directors of the Association, which to the extent provided in the Resolution, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Association. Such committee or committees shall have such name or names as may be determined from time to time by Resolution adopted by the Board of Directors.
Section 2. Minutes. The committees shall keep regular minutes of their proceedings and report the same to the Board of Directors when required.
Section 3. Discontinuance of Committees. The Board of Directors may, by Resolution passed by a majority of the whole Board, discontinue any committee designated under Section 1 of the ARTICLE.
Section 4. Compensation of Committee Members. Members of the Executive Committee or of any Standing or Special Committee shall serve without compensation.
Section 5. Standing Committees. The following Committees are considered as Standing, and can be changed by Resolution passed by a majority of the whole Board, from time to time, as the objectives of the Association warrant:
Section 6. Ad Hoc Committees/Special Committees.
Section 1. Any action required or permitted to be taken at a meeting of the Members of the Association or of the Board of Directors or any Committee thereof may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Members entitled to vote with respect to the subject matter thereof, or by all of the members of the Board or of such committee, as the case may be, and such written consent is filed with the Executive Vice President.
Section 2. If all the Directors shall severally or collectively consent in writing to any action to be taken by the Association, such action shall be as valid a corporate action as though it had been authorized at a meeting of the Board of Directors.
Section 1. General Provisions.
Section 2. Elections, Nominations and Appointments.
Section 3. Qualifications.
Section 4. Term of Office.
Section 5. Removal or Resignation.
Section 6. Vacancies. A vacancy in any office of the Association by death, resignation, removal or otherwise, however created, shall be filled by the Board of Directors.
Section 7. Compensation of Officers and Agents. All officers shall serve without compensation, except the Executive Vice President and any other officer designated, from time to time, by Resolution of the Board. The salaries of all compensated officers and any agents of the Corporation shall be fixed by the Board of Directors.
Section 8. Executive Committee. The officers and Immediate Past President shall comprise the Executive Committee. This Committee may conduct the business of the Association as delegated by the Board of Directors.
Section 1. President.
Section 2. First Vice President.
Section 3. Second Vice President.
Section 4. Executive Vice President and Consulting Director.
Section 5. Other Officers/Assistant and Subordinate Officers. The Board of Directors may appoint such other officers and assistant and subordinate officers as it may deem desirable. Each such officer shall exercise such powers and perform such duties as shall be prescribed from time to time by the Board of Directors. The Board of Directors may, from time to time, authorize any officer to appoint and remove subordinate officers, to prescribe their authority and duties, and to fix their compensation.
Section 6. Duties of Officers May be Delegated. In the absence of any officer of the Corporation, or for any other reason the Board of Directors may deem sufficient, the Board of Directors may delegate, for the time being, the powers or duties, or any of them, of such officers to any other officer or to any Director.
Section 1. Indemnification in General. The Association shall indemnify any person who was, is, or is threatened to be made a party to any legal proceedings, by reason of the fact that he is or was a director, officer, or member of a committee of the Association, or is or was serving in any other capacity at the request of the Association, against expenses (including attorney's fees and costs), judgements, fines, and amounts paid in settlement, actually and reasonably incurred by him in connection with any such legal proceeding except when such person is found to have been grossly negligent or to haveengaged in willful misconduct to the fullest extent permitted by the Pennsylvania Non-Profit Corporation Law
Section 2. Insurance. The Association shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, committee member, employee or agent of the Association, against any liabilities asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Association would have the power to indemnify him against such liability.
Section 1. Fiscal Year. The fiscal year of the Association shall be fixed by Resolution of the Board of Directors.
Section 2. Annual Report of Directors. The Board of Directors shall present annually to the members a report, verified by the President and Executive Vice President or by a majority of the directors, showing in appropriate detail the following:
Except as otherwise provided herein, these bylaws may be altered, amended or rescinded by a majority vote of the Members entitled to vote thereon at any regular or special meeting duly convened, or by mail ballot, after notice to the Members of the meeting for that purpose and notice to the members of the proposed alteration, amendment, or rescission. Provisions regarding the requirements of notice set forth in these bylaws shall govern any notice of proposed Amendments to the same.
The Association may elect to amend its Articles of Incorporation, in the manner set forth herein.
The Association may elect to dissolve voluntarily, and wind up its affairs in the manner as provided herein.
The purpose of NAHAD’s Antitrust Policy is to assist all members, officers, participants and staff in gaining an insight into those portions of the Federal antitrust laws applicable to the day-to-day business and activities of The Association For Hose and Accessories Distribution and how it copes with them.
Antitrust laws are generally thought applicable to the private business community. However, they also apply to trade associations and their members to a particular degree. A trade association by nature is a combination of competitors, which has the capacity of being a conduit for collusive action resulting in an illegal restraint of trade. Being continually cognizant of this, it is the policy of NAHAD to comply strictly and in all respects with the antitrust laws. As a practical matter such compliance is almost always a safeguard against violation of state antitrust statutes.
Portions of two of the principal antitrust laws are applicable to trade associations: Sections 1 and 2 of the Sherman Act which prohibit contracts, combinations and conspiracies in restraint of trade and the prohibition of monopolization and attempts and conspiracies to monopolize; and Section 5 of the Federal Trade Commission Act, which establishes broad prohibitions against unfair methods of competition and unfair or deceptive business acts or practices. Because these laws speak in general philosophic terms, it is oftentimes difficult to know whether a certain course of action or an association practice specifically violates the law. It is for this very reason that NAHAD feels it is imperative to publish at least the basic principles it follows in the conduct of its business, with the intention of having a living document to be amended and updated when a particular principle needs to be added or an existing one needs to be restated to comply with new statutory or case law.
While it is impossible to cover every contingency that might arise, it is essential that Association members, the Board of Directors, officers and staff have at least a basic understanding of the Federal antitrust laws. We commend these principles to you as a basic commitment to the concept that competition is the lifeline of a healthy and continuing business community.
In their capacity as directors, the members of the Board of Directors (the "Board") of The Association for Hose and Accessories Distribution ("NAHAD") must act at all times in the best interests of NAHAD. The purpose of this policy is to help inform the Board about what constitutes a conflict of interest, assist the Board in identifying and disclosing actual and potential conflicts, and help ensure the avoidance of conflicts of interest where necessary. This policy may be enforced against individual Board members as described below.
CONFLICT OF INTEREST POLICY
NAHAD membership requires compliance with the NAHAD Code of Business Conduct, promoting high professional business and product standards and ethical conduct in dealing with customers, suppliers and competitors, and within their businesses. Members agree to comply with the following standards:
Member Relations with Customers and End-Users:
Represent their products and services fairly and honestly so that no one may be deceived as to their nature, quality or fitness for purpose or confuse such products with the goods of another.
Make no false representation or claims regarding their product endorsements, standards or specifications.
Ensure that all sales terms are clear, correct and adequate and not confuse or deceive customers and/or vendors.
Honestly and clearly represent the advantages and disadvantages of their products or services.
Member Relations with Suppliers:
Represent their suppliers faithfully and honestly through fair dealings to promote their mutual business interests.
Member Relations with Competitors:
At all times, engage in proper ethical standards when soliciting and /or maintaining business.
Make no false or disparaging statements or claims concerning a competitor or their products.
Compete with fairness and honesty, seeking business on merit and service.
Member Relations Within Their Company:
Thoroughly understand the nature and scope of their operations, products and conditions so as to ensure permanence and continuity.
Conduct their affairs at all times in a manner that is compatible with the public interest and the principles of NAHAD.
Will not engage in any activities which could bring discredit to NAHAD, the Hose Safety Institute or to the industry it represents.
Will at all times adhere to NAHAD’s Bylaws and Anti-Trust Policy.
Clearly specify any technical and/or commercial standards accepted by the company and will ensure adherence to those standards.
Ensure safe workplace practices and methods and will promote and ensure the safety of hose assemblies and related hose products provided to all customers.
Strive for continuous improvement in managing environmental issues within their workplace.
NAHAD Affiliate Members
NAHAD Affiliate members and other Value Partners may only contact NAHAD members while an active partner of NAHAD. If NAHAD terminates this agreement for any reason, Affiliate members and Value Partners must cease and desist from contacting NAHAD members further. Never should an Affiliate member and/or Value Partner ever state they are an endorsed program by NAHAD, but a program in partnership with the association.
NAHAD’s 2020 Annual Meeting of Members was Wednesday, May 13th at 2PM
NAHAD’s Annual Convention may have been cancelled, but NAHAD’s Annual Meeting of Members took place virtually! NAHAD's Executive Committee spoke on the state of the industry, the association’s key initiatives, deliverables in 2020 and beyond, the financial forecast for now and the future. An interactive poll took a count for board leadership.
NAHAD EXECUTIVE COMMITTEE:
Sam Petillo, NAHAD President
Jeffrey Scheininger, NAHAD First Vice President
Jason Westad, NAHAD Second Vice President
Karen Brandvold, NAHAD Immediate Past-President
Molly Alton Mullins, NAHAD Executive Vice President
Offer any questions or comments you might have to Molly Alton Mullins at firstname.lastname@example.org.
Eligible NAHAD members have the opportunity to offer their talents, time and expertise to support the work of the Association as an elected volunteer leader serving on the Board of Directors.
As noted in Article VI, Section 1 of the NAHAD Bylaws, “The business of the Association shall be managed by its Board of Directors which may exercise all such powers of the Association and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these By Laws directed or required to be exercised or done by the Members.”
Board members are elected by the voting membership via mail ballot prior to each Annual Meeting of the Association. The Nominating Committee and Board review eligible nominees and a ballot, listing the recommended slate of candidates, is then mailed to all eligible voting members. Requests for nominations are sent to all members annually. Members interested in being considered for election must submit the completed NAHAD Nomination Form to the Association office by a specified date.
NAHAD Board members serve terms of three years. During their term of office each Board member serves as a committee chair or co-chair, and is responsible for the timely operations of the assigned committee and for accomplishing the annual committee Action Items, as defined by the Board. The Board and committee goals and objectives are defined within the Association’s Strategic Plan, which is updated every three years.
Board members commit to attending all scheduled Board meetings held throughout the year (typically one meeting at the Annual Meeting & Convention and one mid-year meeting each September) and to manage the work of their assigned committee. As a member of the NAHAD Board, members agree to follow all established Association policies and procedures and to act in the best interests of the total Association. The NAHAD Board of Directors serves as the Association’s governance body; as such, Board members do not serve constituencies, but act on behalf of the entire membership to set policy and direction. NAHAD’s professional staff works in support of the Board and the committees, managing the day-to-day operations of the Association, in keeping with the established policies and procedures.
Board members agree, in writing, to support the following commitments: