2017-11-10T15:58:55-06:00 2016-12-31 271728945 PKF O'CONNOR DAVIES LLP 500 MAMARONECK AVENUE HARRISON NY 105281633 990 2016-01-01 131934121 SPECIALTY FOOD ASSOCIATION INC SPEC 2124826440 136 MADISON AVENUE 12TH FL NEW YORK NY 10016 PHILLIP M KAFARAKIS PRESIDENT 2124826440 2017-11-09 1 GARRETT M HIGGINS P00397829 9143818900 2017-11-09 65.51.112.58 2017-11-09 17:39:46 ES P 39A6500A14EBDEC7A476CCE4E0A7F613C193113C DBE3753688BC1776818C679406F8E276569BC57D 2016 2017-02-10 21:41:12Z PHILLIP M KAFARAKIS 136 MADISON AVENUE 12TH FL NEW YORK NY 10016 52092373 0 X WWW.SPECIALTYFOOD.COM X 1952 NY THE SPECIALTY FOOD ASSOCIATION, INC. (SFA) IS A TRADE ASSOCIATIONWHICH, THROUGH ITS MEDIA PROGRAMS, THE FANCY FOOD SHOW, AND ITSMEMBERSHIP OF APPROXIMATELY 3,000 SPECIALTY FOOD COMPANIES WORKS TOFOSTER A THRIVING SPECIALTY FOODS MARKETPLACE. 16 16 64 129 1578176 -5950 0 0 25465477 26592160 1100030 1963891 321121 94700 26886628 28650751 400000 104211 0 0 10144639 8545560 0 0 0 15777969 16505247 26322608 25155018 564020 3495733 64603197 68362566 21896675 20746506 42706522 47616060 THE SPECIALTY FOOD ASSOCIATION, INC. (SFA) IS A TRADE ASSOCIATIONWHICH, THROUGH ITS MEDIA PROGRAMS, THE FANCY FOOD SHOW, AND ITSMEMBERSHIP OF APPROXIMATELY 3,000 SPECIALTY FOOD COMPANIES WORKS TOFOSTER A THRIVING SPECIALTY FOODS MARKETPLACE. 0 0 THE SFA OWNS AND MANAGES THE FANCY FOOD SHOW, WHICH IS CONSIDERED THEPREMIER FOOD SHOW IN THE UNITED STATES. IN ADDITION TO PROVIDING OVER500,000 SQ FT OF EXHIBIT SPACE AND OVER 2,400 EXHIBITORS, THE FANCYFOOD SHOW OFFERS EDUCATIONAL PROGRAMS WITH APPROXIMATELY 20 SESSIONS AYEAR INCLUDING WORKSHOPS, SEMINARS, TOURS AND SPECIAL EVENTS, AS WELLAS A BUSINESS BUILDERS 1 TO 1 PROGRAM TO AFFORD EXHIBITORS THEOPPORTUNITY TO MEET KEY BUYERS IN A PRIVATE, PROFESSIONAL SETTING; THESFA'S SOFI AWARDS COMPETITION IS CONSIDERED TO BE ONE OF THE MOSTPRESTIGIOUS AWARDS IN THE INDUSTRY. THE SFA'S MEDIA PROGRAMS INCLUDE SPECIALTY FOOD MAGAZINE, THE ONLYMAGAZINE DEDICATED TO THE SPECIALTY FOOD MARKET WITH A QUALIFIEDCIRCULATION OF MORE THAN 30,800 AND SPECIALTY FOOD NEWS, AN EMAILDIGEST OF NEWS ITEMS SPECIFIC TO THE SPECIALTY FOOD MARKET WHICH ISDELIVERED TO 45,000 SUBSCRIBERS EVERY BUSINESS DAY. THE SFA MEMBER PROGRAMS INCLUDE EDUCATIONAL OFFERINGS. THESE OFFERINGSENCOMPASS SEMINARS AND WEBINARS ON TOPICS WHICH ARE MEANT TO HELPMEMBERS OPERATE THEIR COMPANIES MORE PROFITABLY. 0 0 0 1 0 0 0 0 0 1 0 0 0 1 0 0 1 0 1 1 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 1 96 0 1 64 1 1 1 0 0 0 0 0 X 16 16 0 0 1 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 0 0 X PHILLIP M KAFARAKIS 2124826440 136 MADISON AVENUE 12TH FL NEW YORK NY 10016 SHAWN MCBRIDE PAST CHAIR 2.00 1.00 X X 0 0 0 BECKY RENFRO BORBOLLA CHAIR 2.00 1.00 X X 0 0 0 MATT NIELSEN VICE CHAIR 2.00 1.00 X X 0 0 0 JACK ACREE SECRETARY THRU JUNE 2016 2.00 X X 0 0 0 TRISH POHANKA SECRETARY 2.00 X X 0 0 0 MIKE SILVER PAST CHAIR THRU APRIL 2016 2.00 1.00 X X 0 0 0 WILLIAM W BOOKER III DIRECTOR 2.00 1.00 X 0 0 0 DANIEL W DOWE DIRECTOR 2.00 X 0 0 0 SUSAN ERICKSEN DIRECTOR 2.00 X 0 0 0 CARA FIGGINS DIRECTOR THRU JUNE 2016 2.00 X 0 0 0 CASE D FISCHER DIRECTOR THRU JUNE 2016 2.00 1.00 X 0 0 0 AMIM VON FRIEDEBURG DIRECTOR THRU JUNE 2016 2.00 X 0 0 0 PAULA LAMBERT DIRECTOR THRU JUNE 2016 2.00 X 0 0 0 PATRICIA N LOBEL DIRECTOR THRU JUNE 2016 2.00 X 0 0 0 GREGORY O'NEILL DIRECTOR 2.00 X 0 0 0 CHARLIE APT DIRECTOR 2.00 X 0 0 0 KIRSTEN HOGAN DIRECTOR 2.00 X 0 0 0 TOM KNIBBS DIRECTOR 2.00 X 0 0 0 LEE ZALBEN DIRECTOR 2.00 X 0 0 0 DAVID GREMMELS DIRECTOR 2.00 X 0 0 0 LORI KING DIRECTOR 2.00 X 0 0 0 EMILIO MIGNUCCI DIRECTOR 2.00 X 0 0 0 TODD RUBIN DIRECTOR 2.00 X 0 0 0 PHILLIP M KAFARAKIS PRESIDENT 38.00 2.00 X 181303 0 10052 CHRIS CROCKER SVP CONTENT & MEDIA 40.00 X 320996 0 139670 CHRIS NEMCHEK SVP, SALES & BUS DEVELOPMENT 40.00 X 330395 0 135311 MICHAEL TUCCILLO VP, FINANCE & ADMIN 38.00 2.00 X 304563 0 143388 RONALD TANNER VP PHILANTHROPY, GOVT, INDUSTRY 38.00 2.00 X 316760 0 126724 LAURA SANTELLA-SACCONE VP, CHIEF MARKETING OFFICER 40.00 X 264679 0 75340 LISA STEFANOFF CHIEF, MEMBERSHIP OFFICER 40.00 X 186914 0 70262 CAMILLE GARGISO CHIEF, HUMAN RESOURCES 40.00 X 185617 0 55999 WILLIAM LYNCH CHIEF, TRADESHOW OFFICER 40.00 X 194882 0 64210 ENRIQUE CAMACHO CHIEF, TECH & DIGITAL OFFICER 40.00 X 178297 0 54927 BETSY SCHWARTZ HEAD OF MARKETING SERVICES 40.00 X 141956 0 64580 MERYL SKYLER SENIOR DIRECTOR, FINANCE & ACCOUNTING 38.00 2.00 X 137308 0 33991 DENISE PURCELL HEAD OF CONTENT 40.00 X 144782 0 35190 MATTHEW THOMAS SENIOR DIRECTOR, BUYER RELATIONS 40.00 X 129125 0 54849 STEPHEN SHEPARD SENIOR DIRECTOR, IT & SECURITY 40.00 X 126140 0 52722 ANN DAW FORMER PRESIDENT THRU DEC. 2015 0.00 0.00 X 529429 0 34671 3673146 0 1151886 20 1 1 0 FREEMAN PO BOX 650036 DALLAS TX 75265 EXHIBIT CONTRACTOR 2390349 FIXATION 4340 EAST-WEST HIGHWAY STE 200 BETHESDA MD 20814 MARKETING CONSULTING 593639 CHOICE TEMPS INC PO BOX 75343 CHICAGO IL 60675 TEMP AGENCY 404235 BOND SCHOENECK & KING PLLC ONE LINCOLN CENTER SYRACUSE NY 13202 LEGAL 391281 CAKTUS CONDUSULTING GROUP LLC 108 MORRIS STREET STE 2 DURHAM NC 27701 WEB DEVELOPMENT 359245 18 TRADE SHOWS / EVENTS 900099 23056395 23056395 MAGAZINE / WEBSITE 541800 1874061 295885 1578176 MEMBERSHIP DUES 900099 1157300 1157300 EDUCACTION 900099 504404 504404 26592160 1449336 1449336 23956177 23441622 514555 514555 514555 MISCELLANEOUS 900099 94700 94700 94700 28650751 25013984 1578176 2058591 104211 3340289 564100 3407499 503431 285110 445131 532187 52817 173621 1216412 203180 800823 865600 798833 840978 9056944 349174 178536 PRINTING & PRODUCTION 439618 MISCELLANEOUS EXPENSE 335346 BOOTH CONSTRUCTION 210688 RESEARCH 194743 255747 25155018 523 5015738 3913177 5261722 319737 208351 2122935 1162375 4425377 2681911 2007605 1743466 50581788 48694283 3896389 5657432 2380242 64603197 68362566 3195918 1736507 14922866 14406062 3777891 4603937 21896675 20746506 X 41837384 46746922 869138 869138 42706522 47616060 64603197 68362566 3495733 1413805 0 X X 0 1 X 1 0 0 1 0 1728556 787452 941104 1251311 734349 516962 1445510 1160110 285400 1743466 KEY LIFE INSURANCE 3896389 C 3896389 DEFERRED COMPENSATION 3556897 DEFERRED RENT 1046095 DUE TO RELATED ORGANIZATION 945 4603937 X 30346153 1413805 653254 2067059 28279094 371657 371657 28650751 25410345 626984 626984 24783361 371657 371657 25155018 PART X, LINE 2: THE ORGANIZATION RECOGNIZES THE EFFECT OF INCOME TAX POSITIONS ONLY IF THOSE ARE MORE LIKELY THAN NOT TO BE SUSTAINED. MANAGEMENT HAS DETERMINED THAT THE ORGANIZATION HAD NO UNCERTAIN TAX POSITIONS THAT WOULD REQUIRE FINANCIAL STATEMENT RECOGNITION AND/OR DISCLOSURE. THE ORGANIZATION IS NO LONGER SUBJECT TO EXAMINATIONS BY THE APPLICABLE TAXING JURISDICTIONS FOR YEARS PRIOR TO DECEMBER 31, 2013. PART XI, LINE 2D - OTHER ADJUSTMENTS: REVENUE FROM CONSOLIDATED ENTITY IN FINANCIAL STATEMENTS 653,254. PART XI, LINE 4B - OTHER ADJUSTMENTS: ELIMINATION ON FINANCIAL STATEMENTS 371,657. PART XII, LINE 2D - OTHER ADJUSTMENTS: EXPENSE FROM CONSOLIDATED ENTITY IN FINANCIAL STATEMENTS 626,984. PART XII, LINE 4B - OTHER ADJUSTMENTS: ELIMINATION ON FINANCIAL STATEMENTS 371,657. EAST ASIA AND THE PACIFIC 0 1 SALES AGENTS TO INCREASE FOREIGN SPECIALTY FOOD TRADE SALES AGENT 19075 EUROPE (INCLUDING ICELAND & GREENLAND) 0 3 SALES AGENTS TO INCREASE FOREIGN SPECIALTY FOOD TRADE SALES AGENT 131933 MIDDLE EAST AND NORTH AFRICA 0 1 SALES AGENTS TO INCREASE FOREIGN SPECIALTY FOOD TRADE SALES AGENT 15138 0 5 0 0 0 5 166146 0 166146 0 0 0 0 0 0 0 CITY HARVEST INC 6 EAST 32ND STREET 5TH FLOOR NEW YORK NY 10016 133170676 501(C)(3) 20550 PROGRAMMATIC SUPPORT SPECIALTY FOOD FOUNDATION 136 MADISON AVENUE 12TH FLOOR NEW YORK NY 10016 471358924 501(C)(3) 77866 PROGRAMMATIC SUPPORT 2 X X X 1 1 X X X X X 1 1 0 PHILLIP M KAFARAKIS PRESIDENT 154090 0 0 0 27213 0 0 0 10052 0 191355 0 0 0 CHRIS CROCKER SVP CONTENT & MEDIA 277148 0 34394 0 9454 0 101633 0 38037 0 460666 0 0 0 CHRIS NEMCHEK SVP, SALES & BUS DEVELOPMENT 286504 0 35640 0 8251 0 98793 0 36518 0 465706 0 0 0 MICHAEL TUCCILLO VP, FINANCE & ADMIN 263877 0 32130 0 8556 0 107882 0 35506 0 447951 0 0 0 RONALD TANNER VP PHILANTHROPY, GOVT, INDUSTRY 272309 0 33087 0 11364 0 109149 0 17575 0 443484 0 0 0 LAURA SANTELLA-SACCONE VP, CHIEF MARKETING OFFICER 231993 0 25000 0 7686 0 39750 0 35590 0 340019 0 0 0 LISA STEFANOFF CHIEF, MEMBERSHIP OFFICER 167067 0 12500 0 7347 0 29529 0 40733 0 257176 0 0 0 CAMILLE GARGISO CHIEF, HUMAN RESOURCES 170193 0 6500 0 8924 0 28600 0 27399 0 241616 0 0 0 WILLIAM LYNCH CHIEF, TRADESHOW OFFICER 170510 0 17500 0 6872 0 30522 0 33688 0 259092 0 0 0 ENRIQUE CAMACHO CHIEF, TECH & DIGITAL OFFICER 164295 0 12500 0 1502 0 27348 0 27579 0 233224 0 0 0 BETSY SCHWARTZ HEAD OF MARKETING SERVICES 136504 0 5000 0 452 0 23280 0 41300 0 206536 0 0 0 MERYL SKYLER SENIOR DIRECTOR, FINANCE & ACCOUNTIN 134145 0 1500 0 1663 0 20867 0 13124 0 171299 0 0 0 DENISE PURCELL HEAD OF CONTENT 140857 0 3500 0 425 0 21939 0 13251 0 179972 0 0 0 MATTHEW THOMAS SENIOR DIRECTOR, BUYER RELATIONS 126729 0 2000 0 396 0 20470 0 34379 0 183974 0 0 0 STEPHEN SHEPARD SENIOR DIRECTOR, IT & SECURITY 124036 0 1000 0 1104 0 19906 0 32816 0 178862 0 0 0 ANN DAW FORMER PRESIDENT THRU DEC. 2015 1945 0 0 0 527484 0 0 0 34671 0 564100 0 165500 0 PART I, LINE 1A THE ASSOCIATION'S OFFICERS AND KEY EMPLOYEES EACH RECEIVE AN ANNUAL TRAVEL ALLOWANCE. THE AMOUNT OF THE ALLOWANCE IS REPORTED IN "OTHER COMPENSATION" ON PART II, COLUMN III. THE ASSOCIATION'S DIRECTORS ARE PERMITTED TO HAVE A GUEST ACCOMPANY THEM TO ONE BOARD MEETING EACH YEAR. DIRECTOR COMPANION TRAVEL IS REIMBURSED TO INDIVIDUALS AFTER APPROPRIATE SUPPORTING DOCUMENTATION IS PRESENTED TO THE SFA. PAYMENTS MADE TO EMPLOYEES ARE MADE IN ACCORDANCE WITH THE APPLICABLE CONTRACT. THE PRESIDENT OF THE ORGANIZATION RECEIVED A HOUSING ALLOWANCE THAT WAS TAXABLE TO HIM IN 2016. PART I, LINES 4A-B THE ASSOCIATION'S OFFICERS PARTICIPATE IN A NONQUALIFIED DEFERRED COMPENSATION PLAN. THE PARTICIPANTS DO NOT VEST IN THE PLAN UNTIL CERTAIN CONTRACTUAL CONDITIONS ARE MET. THE ANNUAL EXPENSE RELATED TO THE NONQUALIFIED PLAN IS INCLUDED WITHIN EACH OFFICER'S DEFERRED COMPENSATION VALUE REPORTED ON THIS SCHEDULE J. CHRIS CROCKER RECEIVED $61,883, CHRIS NEMCHEK RECEIVED $59,043, MICHAEL TUCCILLO RECEIVED $68,132, RONALD TANNER RECEIVED $69,399 IN 2016. ANN DAW'S 2016 W-2 SHOWS A SEVERANCE PAYMENT OF $325,000. ANN RECEIVES MONTHLY PAYMENTS FROM HER 457(F) PLAN. THE TAXES FOR THE MAJORITY OF HER SEVERANCE PAYMENT WERE PAID IN 2015, THEREFORE ANN RECEIVES TWO PAYMENTS EACH MONTH, ONE THROUGH THE A/P SYSTEM AND ONE THROUGH THE PAYROLL SYSTEM, WHICH IS TAXED. SCHEDULE J, PART II, SECTION B, COLUMN (III), LINE 16 SHOWS ANN DAW'S SEVERANCE PAYMENT ($325,000) AND 457(F) PAYMENT ($202,484). FORM 990, PART VI, SECTION A, LINE 4 THE ASSOCIATION AMENDED ITS GOVERNING DOCUMENTS IN 2016. THE FOLLOWING SIGNIFICANT CHANGES WERE MADE: ANY EXPENSES INCURRED BY THE DIRECTORS IN THE PERFORMANCE OF THEIR DUTIES, INCLUDING FEES FOR LEGAL AND AUDITING SERVICES RENDERED TO THE DIRECTORS AND ALL OTHER PROPER CHARGES AND DISBURSEMENTS OF THE DIRECTORS, SHALL BE PAID BY THE CORPORATION. NO PART OF THE ASSETS OF THE CORPORATION SHALL INURE TO THE BENEFIT OF, OR BE DISTRIBUTED TO THE DIRECTORS PROVIDED THAT EACH DIRECTOR MAY RECEIVE REASONABLE COMPENSATION FOR SERVING AS A DIRECTOR OF THE CORPORATION. ADDITIONALLY, ANY DIRECTOR THAT ALSO SERVES AS AN OFFICER OF THE BOARD, AND THE TREASURER IF THE TREASURER ALSO SERVES AS AN OFFICER OF THE BOARD, MAY RECEIVE ADDITIONAL REASONABLE COMPENSATION FOR SERVING AS AN OFFICER OF THE BOARD. IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS LONG AS COMPENSATION FOR SERVICE ON THE BOARD OF DIRECTORS OR AS AN OFFICER OF THE BOARD IS PROVIDED TO EACH DIRECTOR AND OFFICER OF THE BOARD ON SUBSTANTIALLY SIMILAR TERMS, THEN ALL DIRECTORS MAY PARTICIPATE IN THE APPROVAL OF SUCH COMPENSATION. THE ANNUAL MEETING OF THE BOARD OF DIRECTORS SHALL BE THE PENULTIMATE REGULAR MEETING OF THE BOARD OF DIRECTORS BEFORE THE ANNUAL MEETING OF THE MEMBERS, HELD AT SUCH TIME AND DATE AS DETERMINED BY THE DIRECTORS, AT WHICH THEY SHALL TRANACT SUCH BUSINESS AS MAY BE PROPERLY BROUGHT BEFORE THE MEETING. ADDITIONALLY, THE BOARD OF DIRECTORS SHALL ELECT OFFICERS OF THE BOARD AT ITS ANNUAL MEETING; PROVIDED THAT SUCH ELECTIONS SHALL ONLY OCCUR ONCE EVERY TWO YEARS AS EACH OFFICER OF THE BOARD IS ELECTED TO SERVE A TWO (2) YEAR TERM. FORM 990, PART VI, SECTION A, LINE 6 MEMBERSHIP OF THE CORPORATION SHALL BE OPEN TO ANY CORPORATION, PARTNERSHIP, LIMITED LIABILITY COMPANY OR OTHER ENTITY, OR ANY SOLE PROPRIETOR THAT: (1) MEETS THE QUALIFICATIONS ADOPTED BY THE BOARD OF DIRECTORS; (2) IS ENGAGED IN ANY ONE OR MORE AREAS OF THE SPECIALTY FOOD, BEVERAGE AND CONFECTIONERY INDUSTRY WHOSE PRODUCTS OR SERVICES MEET THE DEFINITION OF SPECIALTY FOOD PRODUCTS OR SERVICES SET FORTH IN THESE BY-LAWS OR WHOSE ACTIVITIES MEET THE OTHER RELEVANT STANDARDS ADOPTED BY THE BOARD OF DIRECTORS; AND (3) IS INTERESTED IN SUPPORTING THE PURPOSES OF THE CORPORATION AS SET FORTH IN THE CERTIFICATE OF INCORPORATION AND THESE BY-LAWS. FORM 990, PART VI, SECTION A, LINE 7A ALL BOARD POSITIONS ARE SUBJECT TO BI-ANNUAL ELECTIONS OF THE GENERAL MEMBERSHIP. THE ASSOCIATION'S NOMINATING COMMITTEE IS CHARGED WITH SELECTING QUALIFIED CANDIDATES TO BE NOMINATED FOR THE CHANCE OF BEING ELECTED TO THE BOARD. FORM 990, PART VI, SECTION A, LINE 7B MEMBERSHIP OF THE CORPORATION SHALL BE OPEN TO ANY CORPORATION, PARTNERSHIP, LIMITED LIABILITY COMPANY OR OTHER ENTITY, OR ANY SOLE PROPRIETOR THAT: (1) MEETS THE QUALIFICATIONS ADOPTED BY THE BOARD OF DIRECTORS; (2) IS ENGAGED IN ANY ONE OR MORE AREAS OF THE SPECIALTY FOOD, BEVERAGE AND CONFECTIONERY INDUSTRY WHOSE PRODUCTS OR SERVICES MEET THE DEFINITION OF SPECIALTY FOOD PRODUCTS OR SERVICES SET FORTH IN THESE BY-LAWS OR WHOSE ACTIVITIES MEET THE OTHER RELEVANT STANDARDS ADOPTED BY THE BOARD OF DIRECTORS; AND (3) IS INTERESTED IN SUPPORTING THE PURPOSES OF THE CORPORATION AS SET FORTH IN THE CERTIFICATE OF INCORPORATION AND THESE BY-LAWS. FORM 990, PART VI, SECTION B, LINE 11B SPECIALTY FOOD ASSOCIATION, INC. HAS ITS FORM 990 PREPARED BY AN OUTSIDE ACCOUNTING FIRM AND HAS ESTABLISHED THE FOLLOWING REVIEW PROCESS TO ENSURE THAT THE INFORMATION REPORTED IS COMPLETE AND ACCURATE. WHEN THE FORM 990 HAS BEEN PREPARED, REVIEWED BY MANAGEMENT AND IS READY TO BE FILED WITH THE INTERNAL REVENUE SERVICE, IT IS ELECTRONICALLY SENT TO THE BOARD MEMBERS OF THE ORGANIZATION FOR ANY COMMENTS. ANY COMMENTS ARE THEN GROUPED, SUMMARIZED AND PROVIDED TO THE OUTSIDE ACCOUNTANTS. EACH ISSUE IS DOCUMENTED AND ADDRESSED UNTIL THE RETURN IS FINALIZED AND APPROVED FOR FILING. FORM 990, PART VI, SECTION B, LINE 12C DIRECTORS MUST DISCLOSE ANY POTENTIAL CONFLICTS OF INTEREST WHEN VOTING ON POLICY OR TRANSACTION MATTERS OF THE CORPORATION AND COMPLY WITH THE CORPORATION'S CONFLICT OF INTEREST POLICY. DIRECTORS WILL BE REQUIRED TO SIGN A CONFLICT OF INTEREST STATEMENT ANNUALLY. ADDITIONALLY, THE CORPORATION SHALL NOT ENTER INTO A TRANSACTION WITH A "RELATED PARTY", AS THAT TERM IS DEFINED IN THE CORPORATION'S CONFLICT OF INTEREST POLICY, UNTIL ALL OF THE REQUIREMENTS SET FORTH IN THE CORPORATION'S CONFLICT OF INTEREST POLICY FOR APPROVING A TRANSACTION WITH A RELATED PARTY HAVE BEEN SATISFIED. IF THE BOARD HAS REASONABLE CAUSE TO BELIEVE A MEMBER HAS FAILED TO DISCLOSE ACTUAL OR POSSIBLE CONFLICTS OF INTEREST, IT SHALL INFORM THE MEMBER OF THE BASIS FOR SUCH BELIEF AND AFFORD THE MEMBER AN OPPORTUNITY TO EXPLAIN THE ALLEGED FAILURE TO DISCLOSE. IF, AFTER HEARING THE MEMBER'S RESPONSE AND AFTER MAKING FURTHER INVESTIGATION AS WARRANTED BY THE CIRCUMSTANCES, THE BOARD OR COMMITTEE DETERMINES THE MEMBER HAS FAILED TO DISCLOSE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, IT SHALL TAKE APPROPRIATE DISCIPLINARY AND CORRECTIVE ACTION. AN INTERESTED PERSON MAY MAKE A PRESENTATION REGARDING THE ARRANGEMENT OR TRANSACTION INVOLVING THE POSSIBLE CONFLICT OF INTEREST TO THE COMMITTEE. AN INTERESTED PERSON IS PROHIBITED FROM ATTEMPTING TO IMPROPERLY INFLUENCE ANY DELIBERATION OR VOTING RELATED TO THE TRANSACTION OR ARRANGEMENT INVOLVING THE POSSIBLE CONFLICT OF INTEREST. THE INTERESTED PERSON MUST LEAVE A MEETING DURING THE DISCUSSION OF, AND THE VOTE ON, ANY SUCH TRANSACTION OR ARRANGEMENT UNTIL THE COMMITTEE DETERMINES WHETHER A CONFLICT OF INTEREST EXISTS. AFTER EXERCISING DUE DILIGENCE, THE COMMITTEE SHALL DETERMINE BY A MAJORITY VOTE OF THE DISINTERESTED MEMBERS WHETHER A CONFLICT OF INTEREST EXISTS AND WHETHER THE TRANSACTION OR ARRANGEMENT INVOLVING A POSSIBLE CONFLICT OF INTEREST IS IN THE CORPORATION'S BEST INTEREST, FOR ITS OWN BENEFIT, AND WHETHER IT IS FAIR AND REASONABLE. IN CONFORMITY WITH THE ABOVE DETERMINATION IT SHALL REPORT TO THE BOARD ITS DETERMINATION REGARDING THE EXISTENCE OF A CONFLICT OF INTEREST AND SHALL MAKE A RECOMMENDATION AS TO WHETHER THE BOARD SHOULD APPROVE THE TRANSACTION OR ARRANGEMENT; PROVIDED THAT IF THE TRANSACTION OR ARRANGEMENT INVOLVING A POSSIBLE CONFLICT OF INTEREST CONSTITUTES A RELATED PARTY TRANSACTION THEN IT MUST BE APPROVED IN ACCORDANCE WITH THE PROCEDURES WITHIN THE CORPORATION'S POLICIES AND PROCEDURES. FORM 990, PART VI, SECTION B, LINE 15A THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS IS THE BODY CHARGED WITH REVIEWING THE PRESIDENT'S COMPENSATION PACKAGE. THE COMMITTEE REVIEWS MARKET DATA AND THE PRESIDENT'S PERFORMANCE IN DETERMINING WHAT AN EQUITABLE COMPENSATION PACKAGE SHOULD BE. THE ORGANIZATION ENGAGED MERCER TO PERFORM AN INDEPTH COMPENSATION ANALYSIS FOR THE CEO AND FOUR (4) OFFICERS IN 2016. IN TURN, THE PRESIDENT OF THE ASSOCIATION IS CHARGED WITH PREPARING EVALUATIONS FOR THE ORGANIZATION'S OFFICERS BASED ON EACH INDIVIDUAL'S PERFORMANCE DURING THE CURRENT YEAR. THIS DATA IS THEN USED BY THE PRESIDENT IN SETTING COMPENSATION PACKAGES FOR THE ORGANIZATION'S OFFICERS. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION MAKES ITS FORM 990 AVAILABLE FOR PUBLIC INSPECTION AS REQUIRED UNDER SECTION 6104 OF THE INTERNAL REVENUE CODE. IT IS POSTED ON GUIDESTAR AND OTHER SIMILAR TYPES OF WEBSITES. IN ADDITION, THE FINANCIAL STATEMENTS, CONFLICT OF INTEREST POLICY, ARTICLES OF INCORPORATION AND BY-LAWS ARE ALSO AVAILABLE UPON WRITTEN REQUEST AT 136 MADISON AVENUE (12TH FLOOR), NEW YORK, NY 10016 OR BY CALLING THE ORGANIZATION DIRECTLY AT 212-482-6440. FORM 990, PART XII, LINE 2C SPECIALTY FOOD ASSOCIATION, INC. HAS A COMMITTEE THAT ASSUMES RESPONSIBILITY FOR THE OVERSIGHT OF THE AUDIT OF ITS FINANCIAL STATEMENTS AND SELECTION OF ITS INDEPENDENT AUDITORS. THE POLICY FOR SELECTION AND OVERSIGHT OF THE INDEPENDENT AUDITORS HAS NOT CHANGED SINCE LAST YEAR. SPECIALTY FOOD FOUNDATION 136 MADISON AVENUE 12TH FLOOR NEW YORK NY 10016 471358924 SUPPORT HUNGER INTIATIVES DC 501(C)(3) LINE 7 SPECIALTY FOOD ASSOCAITION 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 0 SPECIALTY FOOD FOUNDATION B 371657 FMV