Ethics & Compliance Officer Association

“During 2018, the organization made the following changes to its governing documents. - the "leadership fellow" membership level was eliminated. - voting for proposed board members can now take place electronically, rather than in person at the annual meeting. - a limited number of individual members are now eligible to serve as board members. - the board chair and vice chair shall serve on the board of the ethics research center.”

“The association has senior fellows members, fellows members, organizational members and individual members. Each level pays a different annual membership fees and has access to events, resources and tools to enable them to more effectively build and sustain high quality ethics & compliance programs. Benefits vary by level.”

“Organizational members shall have one institutional vote on all matters that may be presented to the members of the association, including the election of directors of the association. Each fellow and senior fellow organization shall have one vote on all matters that may be presented to the members of the association, including the election of directors of the association.”

“A copy of the federal form 990 was provided to each member of the board of directors for her/his review and comment prior to the form being filed with the internal revenue service.”

“Each director, principal officer and member of a committee with board-delagated powers shall annually sign a statement which affirms that such person: - has received a copy of the conflicts of interest policy, - has read and understands the policy, - has agreed to comply with the policy, and - understands that eca is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities that accomplish one or more of its tax-exempt purposes. Directors are required to openly disclose a potential, real or perceived conflict of interest to a member of the nominating and governance committee as soon as the issue arises and before the board or its committees make any decisions which involve a potential conflict. After disclosure of the interest and all material facts, and after any discussion with the interested person, the interested person shall leave the nominating and governance committee meeting while the determination of conflict of interest is discussed and voted upon. If appropriate, based on the circumstances, the nominating and governance committee shall determine whether eca can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board shall determine by a two-thirds vote of disinterested directors whether the transaction or arrangement is in eca's best interest and for its own benefit and whether the transaction is fair and reasonable to eca. If the nominating and governance committee determines that a director has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.”

“The ceo and board member ex-offico's salary is determined and voted on by the ethics resource center, inc. (erc) board of directors, under a cost-sharing agreement between erc and eca. Erc is an unrelated organization that is tax exempt under 501(c)(3). The ceo provides the erc board of directors a written self-evaluation. The erc board of directors conducts an annual performance review and considers measures such as financial performance of the entity, economic challenges, strategic goals, etc. The erc board of directors is provided competitive salary information from up to three sources for comparative positions within similar organizations prior to making salary recommendations that exceed 2% of annual salary. The erc board of directors meets in executive session and votes on any salary or benefit changes.”

“The federal forms 990 and 1023, governing documents, conflict of interest policy and audited financial statements are made available to the public upon request.”

“The process has not changed from the prior year.”