National Association of Corporate Directors New England Chapter Inc

“The organization outsources management activities for the "director of the year" event.”

“The organization amended its bylaws on june 24, 2025. The following changes were made: -a director may be nominated for an additional term even if their 9th year is within the new term. -president term changed to two years. All other officers serve for one-year. -identifies standing committees (board committees) as audit and nom/gov. -president may determine chairs and co-chairs of committees subject to review by the board. Operating commitees are not standing board committees. The requirement is that committee chairs must be board members but committee members don't need to be board members.”

“The audit committee reviews and approves the financial statements to bring to the board for final approval. A board meeting is held to discuss the financial statements which are provided for review to the board members prior to the meeting. At the meeting, the financial statements are discussed, and a formal vote takes place to accept and approve them before filing with the respective tax authorities.”

“All members of the board of directors and officers are required to disclose any conflicts of interest by completing a questionnaire annually. A copy is provided to the secretary to retain for the organization's records. If a conflict of interest is deemed to exist, it is the duty of the individual to disclose such interest. This interest is to be recorded in the minutes of the meeting of the board and where the conflict concerns any board or committee member, the individual(s) shall not participate in any vote or deliberation on the matter.”

“Compensation for the executive director is determined by the organization's board using comparable, relevant market data for the organization's positions obtained from published surveys, and other available sources such as peer organizations' 990 forms. Other surveys of specialized skill sets or employee attributes critical to the success of the organization is also incorporated as needed. Moreover, the board may rely on outside advisors, consultants, and counsel to provide market data reports, analysis, and opinions with respect to compensation-related matters. All compensation decisions made are documented in the minutes.”

“UPON REQUEST.”

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