Nafsa Association of International Educators

“The executive committee shall have all the authority of the board of directors to the fullest extent permitted by applicable law, except that it shall have no authority as to the following matters: (a) the filling of vacancies in the board of directors; (b) the fixing of compensation of the directors for serving on the board or on any committee; (c) the amendment or repeal of the bylaws or the adoption of new bylaws; (d) the amendment or repeal of any resolution of the board which by its terms shall not be so amendable or repealable; and (e) the removal of directors. Actions taken by the executive committee are subject to ratification at the next meeting of the board.”

“The organization has two categories of members, voting members and non-voting honorary members. Voting members consist of individual members, group members, international members, student members, retired professional members, and new members.”

“Voting members elect all members of the governing body in accordance with procedures specified in the organization's bylaws and standing rules.”

“The articles of incorporation vest the governance of the corporation in the board of directors, though the articles of incorporation can be amended only by a 2/3rds vote of the association's members at an annual or special meeting. Matters which would require such a vote would be a change in the name of the corporation, its purpose, qualifications of members, general structure of the association's internal affairs, or in the limitations of activities of the corporation.”

“A copy of the 990 is sent to the entire board of directors. Any questions about the return are to be directed to the chair of the governance committee of the board of directors. The governance committee of the board of directors meets with the organization's independent public accountants, executive director, and chief financial officer to review form 990 prior to filing and then reports back to the full board of directors at its next regularly scheduled meeting. The board members are provided an outline created by the senior director of finance/controller that is used to guide them through the review process. The outline specifies key areas of the return that are deemed to be of particular importance to the review process. The organization's independent public accountant provides information on how the form 990 is prepared and how it relates back to the organization's audited financial statements.”

“The governance committee is responsible for reviewing the statements and monitoring compliance with this policy. Officers, directors, trustees, and key employees are currently required to annually sign a statement which affirms such person: a) has received a copy of the conflicts of interest policy; b) has read and understands the policy; c) has agreed to comply with the policy; and d) understands that nafsa is a charitable corporation and, in order to maintain its federal tax exemption, it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.”

“In 2023, the executive committee of the nafsa board of directors consulted compensation benchmark data when determining the appropriate salary for the hire of the current ceo/ed. In keeping with past practice, the executive committee will consider the same range of increase for merit consideration used for other nafsa employees. Effective january 1, 2024, staff are eligible to receive between 2% and 4% merit increases, based on performance. This guideline and performance will be used by the executive committee of the board of directors when authorizing future pay increases for the ceo/ed. Form 990, part vi, section b, line 15b: nafsa previously engaged an outside compensation consultant to recommend methodology for evaluating salaries based on benchmark data. This serves as the basis for nafsa's overall compensation system. Salaries for officers are also benchmarked with additional outside compensation surveys to ensure internal and external equity. Compensation for officers is reviewed by human resources and approved by the executive director & ceo. New positions are evaluated based on market data to ensure internal and external equity.”

“The organization makes its governing documents and conflicts of interest policy available through its website. The organization makes its audited financial statements available to its members via a handout at the annual business meeting and an email with the link to this handout on the organization's website is sent yearly to all current members of record. Three years of audited financials and tax returns are also available on the organization's website”

“Estimate of non-duplicative volunteer member leader positions and active volunteer trainers of the organization. This number does not include the hundreds of volunteers who work on our behalf within their local, state, and international communities.”