Newspaper Association of America

“Nma has two membership classes: (1) news and media membership and (2) associate membership”

“Only the news and media members have voting privileges. Members are organizations that create and distribute original news at least one time per week and, if not subscription based, contain at least 25 percent news/media content. Associate members are the suppliers, vendors and consultants to the news and media industry and are an important part of the current operation and future profitability of the industry.”

“The voting membership class described above votes annually on a slate of candidates who, upon election, serve 2 year terms on the organization's board of directors. Nomination of board candidates can be made by the nominating committee of the board and/or voting members at large. Only voting members may elect the directors who will serve on the board.”

“The preparation of the irs form 990 is completed in conjunction with an independent public accounting firm. The draft is reviewed by senior management prior to filing with the irs.”

“The conflict of interest statement is sent to employees and board members. Board members and officers complete the statement each year. The director of hr monitors and receives the signed conflict of interest statements and reports any exceptions to the president. If a board member becomes aware of a conflict of interest, he/she would recuse themselves from voting and deliberations on the matter. If an employee is unsure or becomes personally involved in any situation that may violate the requirement and spirit of the conflict of interest policy, he or she contacts nma's president and director of hr. Similarly, if one becomes aware of situations among his or her fellow employees that appear to violate his or her understanding of the policy, he or she reports those situations to nma's president and director of hr, who will complete an investigation. If the employee is found to be guilty of a conflict of interest, disciplinary action is meted out. Disciplinary action may include termination and reimbursement to nma for any losses or damages resulting from the violation.”

“The board of directors has delegated oversight of ceo compensation to a compensation committee made of independent members of the board, as defined in the bylaws. An independent market study was done in anticipation of hiring a new ceo who started in the spring of 2023. With each new employment contract, the compensation committee reviews a third-party analysis, deliberates, and documents its determination that the ceo's compensation is reasonable. The chairman of the compensation committee sets forth the decision of the committee in memorandum form that is made a permanent record of the association. The board of directors has delegated responsibility to establish compensation for officers and key employees to the president/ceo, with an annual review by the compensation committee. The compensation committee reviews all president/ceo recommendations. The association periodically engages an outside firm to provide comparability studies that are reviewed and used by the president/ceo for the purpose of determining compensation of officers and key employees. The most recent compensation review for the ceo took place in may 2024, and for the cfo, in december 2023.”

“Governing documents, conflict of interest policy, and financial statements are available upon request.”

“Consulting 1,468,418. Web publishing 24,738. Design fees 3,435. Outside services 263,050. Freelance services 25,121.”