New Hampshire Higher Education Assistance Foundation

“The organization contracted with Granite State Management & Resources and New Hampshire Higher Education Loan Corporation, related entities, for its management services.”

“As of March 31, 2020, the New Hampshire Higher Education Assistance Foundation (NHHEAF) became a subsidiary of a related organization, the New Hampshire Higher Education Loan Corporation (NHHELCO). As part of this reorganization, NHHEAF made the following changes to the their bylaws: 1. NHHELCO became the sole member of NHHEAF with all powers of the corporation. Under the previous bylaws the Board Of Trustees of NHHEAF exercised all control and authority. 2. The number of Trustees was increased from a minimum of three (3) to not less than five (5) and no more than seven (7). The sole member will nominate and elect two (2) trustees, the Corporation's President/CEO will serve as an ex officio trustee with full voting rights, and the remaining trustees will be nominated by the Governance Committee of the Board of Trustees. 3. The previous bylaws gave the Governer of New Hampshire an ex officio seat on the Board. The revised bylaws removed this provision. 4. The previous bylaws limited trustees to four (4) three-year terms. The revised bylaws limit trustees to no more than three (3) three-year terms. 5. The previous bylaws required the board to meet semi-annually. The revised bylaws require meetings every two (2) months. 6. The previous bylaws gave officers three-year terms and limited officers to no more than two (2) three-year terms. The revised bylaws require officers to be elected annually, and limit them to no more than three (3) consecutive one year terms.”

“New Hampshire Higher Education Loan Corporation, a New Hampshire nonprofit voluntary corporation, is the sole corporate member of the Organization.”

“The sole member will nominate and elect two (2) trustees of the Organization.”

“The Member will have the power to take the following actions with respect to the Organization: (a) Establish and require adherence by the Organization to an integrated strategic plan and objectives for the Member, the Organization, and any other applicable subsidiaries; (b) Adopt, monitor and enforce financial principles, guidelines and performance goals with which the Organization will comply; (c) Mandate participation by the Organization in any program or initiative that will benefit the Organization, the Member, and any applicable subsidiaries, such as (but not limited to) compliance programs, information technology integration, group purchasing and shared corporate services; (d) Request funding, whether in the form of a loan or capital contribution, from unrestricted, available assets of the Organization to further the integrated strategic objectives of the Member and its subsidiaries, which request will be considered promptly by the Organization's Board of Trustees; and, (e) Following consultation with the Organization's Chair of the Board, hire, evaluate, compensate and/or terminate the President/Chief Executive Officer and Chief Financial Officer of the Organization, which individuals may also serve as president/chief executive officer and chief financial officer, respectively, of the Member and/or any of its other subsidiaries. Additionally, each of the following actions voted upon by the Organization's Board of Trustees must be approved by the Member before it becomes effective: (a) Election or removal of a Trustee of the Organization; (b) Final adoption of, and any approval of a material deviation from, the annual and any revised operating and capital budgets of the Organization; (c) Any single incurrence, or cumulative incurrences in any twelve (12) month period, of unbudgeted indebtedness by the Organization in excess of Fifty Thousand Dollars ($50,000.00); (d) Sale, lease or exchange outside the ordinary course of business of any material portion of the assets of, or the statutory merger, consolidation, corporate division, dissolution, or liquidation of, the Organization; (e) Appointment of a firm of independent public accountants to conduct an independent audit of the Organization's financial statements or a special project which materially impacts assets, revenues or operations; (f) The participation by the Organization in a key strategic relationship; (g) Elimination or addition of any material service or program by the Organization; and, (h) The amendment of the Articles of Agreement, Bylaws or other governing documents of the Organization where such proposed amendment would (i) impact the powers reserved to the Member in these Bylaws, (ii) reasonably be expected to have any material strategic, competitive or financial impact on the Member or on the Member and its subsidiaries collectively, or (iii) impact the obligations of the Organization and/or the Member or any subsidiary under any agreement between or among them.”

“A copy of the form 990 was emailed to the board before filing. Board members had the opportunity to review the form and ask questions or for clarifications.”

“Any conflicts of interest revealed in the annual survey or at any time throughout the year are addressed promptly and appropriately.”

“An on-going internal review of salaries is conducted by Human Resources Management of NHHELCO using salary surveys from local and national resources to compare salaries for positions in the organization to local market data. The compensation structure is adjusted based on the results of these reviews. An independent consultant completed the Affirmative Action Plan, which included a review of salary and hiring practices to ensure nondiscrimination. The Organization's internal review of market data for staff and executive salaries includes executive salaries for organizations of comparable size, structure, geographical location, operations and asset composition to NHHELCO. Based on this comparative market data, the Chairman of the Board of NHHELCO and the Chairman of its Compensation Committee review the proposed CEO and other senior officer compensation packages for reasonableness and fairness. In August 2020, an independent consultant was retained by the Board to provide an Executive Compensation Analysis Report. The purpose of the report was to ensure the Board met its fiduciary responsibilities as it relates to determining a reasonable market rate of compensation for the position of President and CEO. The report utilized multiple data sources to ensure a robust market assessment and to establish a rebuttable presumption of reasonableness for each member of the authorized body.”

“The Organization will provide its governing documents, conflict of interest policy, and financial statements available to the public upon request.”

“The filing organization awarded COVID-19 related emergency grants to Title IV institutions in the State of New Hampshire during the filing period. All funds were used to support mini-grants providing tuition assistance for eligible students identified by the recipient organizations according to standardized guidelines. All recipient insitutions were required to submit a report outlining student eligibility and how funds were used.”

“Collection Agency Fees: Program service expenses 299,407. Management and general expenses 0. Fundraising expenses 0. Total expenses 299,407.”