National Ski Areas Association

“Form 990, part vi, section a, line 2: the board of directors on national ski areas association (nsaa) includes two supplier members. Thus, many of the directors which represent ski areas have business relationships with these suppliers in the normal course of business.”

“Nsaa has three classifications of members: 1) regular members (individual, corporation, agency or association owning or operating one or more ski lifts actually transporting skiers uphill and located in north america) 2) international members (same as regular members but operating outside north americas boundaries) 3) supplier members (individual, corporation, agency or association that subscribes to the purposes and objectives of nsaa)”

“Nsaas board of directors includes two supplier members. All other directors must be regular members and either owners, chief executive officers, chief operating officers, general managers and/or presidents of regular member ski areas. A regular member is entitled to one vote at regular or special meetings. A supplier member has a vote at a regular or special meeting on matters pertaining to trade shows and conventions. Supplier members may attend membership meetings.”

“Supplier members have a vote on matters pertaining to trade shows and conventions including location, dates, and cost.”

“Nsaas form 990 is reviewed by the president and the director of finance/controller before it is filed. While a copy of the form 990 is not provided to each voting member of nsaas governing board, a copy is made available upon request to all members.”

“Nsaas conflict of interest policy 1) defines conflicts of interest; 2) identifies persons covered (officers, directors, and the president); 3) facilitates disclosure of information that may help identify conflicts (annual update to chairman of the board); and 4) specifies procedures to be followed in managing conflicts of interest (chairman of the board determines dispositions, e.g., no action, full disclosure, recusal from participation in discussions or decisions, etc.)”

“Nsaa's policy on the process for determining the compensation of the organization's chief employed executive (president) and other officers or key employees includes: 1) review and approval by the board of directors compensation committee provided that persons with conflicts of interest with respect to the compensation arrangement at issue are not involved in the review and approval; 2) use of data as to comparable compensation for similarly qualified persons in functionally comparable positions at similarly situated organizations; and 3) comtemporaneous documentation and recordkeeping with respect to the deliberation and decisions regarding the compensation arrangement. This process was used for the president for the current tax year. No other elected officers are compensated.”

“Nsaas policy on the process for determining the compensation of the organizations chief employed executive (president) and other officers or key employees includes: 1) review and approval by the board of directors compensation committee provided that persons with conflicts of interest with respect to the compensation arrangement at issue are not involved in the review and approval; 2) use of data as to comparable compensation for similarly qualified persons in functionally comparable positions at similarly situated organizations; and 3) contemporaneous documentation and recordkeeping with respect to the deliberations and decisions regarding the compensation arrangement. This process was used for the president for the current tax year. No other elected officers are compensated.”

“Nsaa makes its governing documents, conflicts of interest policy, and financial statements available upon request.”