American Gastroenterological Association Inc

“AGA HAS AN EXECUTIVE COMMITTEE, CONSISTING OF THE BOARD OFFICERS AND THE VICE PRESIDENT OF THE AGA INSTITUTE, A RELATED SECTION 501(C)(3) ORGANIZATION, THAT IS EMPOWERED TO EXERCISE ALL POWERS OF THE BOARD, CONSISTENT WITH STATE LAW, BETWEEN MEETINGS OF THE GOVERNING BOARD. All actions of the Executive Committee shall be submitted to the Governing Board for ratification. By a vote of seven members of the Governing Board, the powers of the Executive Committee may be limited or by vote of seven (7), the Governing Board could delegate final decision making to the Executive Committee. THE EXECUTIVE COMMITTEE ALSO REVIEWS AND EVALUATES PERFORMANCE OF EXISTING MEMBERS OF ALL COMMITTEES AND TASK FORCES; AND DEVELOP SYSTEMS, POLICIES AND PROCEDURES TO ASSURE THAT ALL MEMBERSHIP THEREON IS APPROPRIATE TO THE RELEVANT MISSION AND THAT PROSPECTIVE APPOINTMENTS MEET THE NEEDS OF THE ORGANIZATION. ALL ACTIONS OF THE EXECUTIVE COMMITTEE SHALL BE SUBMITTED TO THE GOVERNING BOARD FOR RATIFICATION.”

“The Association has seven (7) classes of members. Regular Members, Senior Members and International Members have the right to vote and may be referred to as "Voting Members." Affiliate Members, Honorary Members, Trainee Members and International Trainee Members do not have a right to vote. Regular Members - physicians, surgeons, scientists, and other persons residing in North America (the United States, Canada, and Mexico) who have: (1) a demonstrated, continued interest in gastroenterology, and (2) appropriate qualifications, certification and/or credentials in gastroenterology, gastroenterology education and/or graduate training. Regular Members shall have the right to hold Office. Senior Members - any Regular Member or International Member who has attained the age of seventy (70) and is not in arrears in dues. Regular Members and International Members who become Senior Members shall have all the privileges of their previous status. Affiliate members - persons whose work and responsibilities are closely related to the purposes of the Association. Affiliate Members have all the privileges of membership in the Association but may not hold elected office, vote on any matter, propose a candidate for membership, or attend the Annual Business Meeting of the Association. International members - physicians, surgeons , scientists and other persons residing outside North America and who have: (1) a demonstrated, continued interest in gastroenterology, and (2) appropriate qualifications, certification and/or credentials in gastroenterology, gastroenterology education and/or graduate training. International Members have all the privileges of membership in the Association, except the right to hold elected office. Honorary members - physicians and other scientists who have attained preeminence in gastroenterology and contributory sciences. Honorary Members generally have all the privileges of membership in the Association, but do not have the right to hold elected office, vote, propose a candidate for membership, or attend the Annual Business Meeting of the Association. Trainee Members - (1) any resident, fellow, or trainee who has completed at least two years of post-doctoral training in internal medicine or a closely related specialty area and who is continuing formal training in gastroenterology; (2) any scientist, researcher, or student with a postgraduate degree who is pursuing a postgraduate degree or program of study concentrating on gastroenterology as a full-time activity; or (3) a person whose qualifications are acceptable to the Finance & Operations Committee. Trainee Members have all the privileges of membership in the Association except the rights limited in the Constitution, the right to hold elected office, the right to vote, and the right to propose a candidate for membership. International Trainee Members - any resident, fellow, trainee (or functional equivalent), or scientist in a post-doctoral specialty training program in gastroenterology outside of North America under the supervision of a Regular Member, International Member, or other person whose qualifications are acceptable to the Finance & Operations Committee.”

“The Nominating Committee consists of twelve (12) members, at least one of whom must be a current director of the Association, to serve a one year term. The Chair of the Association shall serve as Chair of the Committee for a one year term. The AGA Institute President shall serve as a non-voting member. The members of the Nominating Committee shall be appointed by the Governing Board within sixty (60) days of the conclusion of the Annual Meeting. At the invitation of the Chair of the Nominating Committee, the Executive Vice President shall attend and participate in the Nominating Committee meetings. The Nominating Committee shall prepare three (3) slates: one for the officers of the Association (the "Officers Slate"); one for the Councillors of the Association (the "Councillors Slate") and one for the members of the following year's Nominating Committee (the "Nominating Committee Slate"), each of which are described below. The Officers Slate shall consist of a slate of nominations for election to (a) the office of Vice Chair-Elect, (b) the office of Secretary/Treasurer-Elect, and (c) the offices of Chair, Chair-Elect, Vice Chair, and Secretary/Treasurer when necessary. With respect to the Officers Slate, which slate shall be presented to the Governing Board for election in the manner set forth below, the slate shall be as follows: (a) for the Office of Chair, the nominee shall be the Past President of the American Gastroenterological Association Institute, Inc. ("Institute"), (b) for the office of Chair-Elect, the nominee shall be the President of the Institute; (c) for the office of Vice Chair, the nominee shall be the President-Elect of the Institute; (d) for the office of Vice Chair-Elect, the nominee shall be the Vice President of the Institute; (e) for the office of Secretary/Treasurer, the nominee shall be a Regular Member selected by the Nominating Committee. With respect to the Councillors Slate, such slate shall be prepared consistent with Article IV, Section 3 of these Bylaws and presented to the Voting Members in the manner set forth below. The Nominating Committee Slate shall consist of ten (10) Senior Members or Regular Members, six of whom shall be elected by mail ballot by the Voting Members to serve as members of the Nominating Committee the following year. One elected position is reserved for a Member in private practice who is within ten years of completing his or her GI fellowship training. One elected position is reserved for a Member who is in basic or clinical research in an academic setting who is within ten years of completing his or her GI fellowship training. It is the responsibility of the Nominating Committee to propose candidates for Councillor, Secretary/Treasurer, and the Nominating Committee, to maintain a Governing Board and Nominating Committee, respectively, that reflect, in so far as possible, the scope and diversity of the Association membership and, in the case of the Governing Board, that provides expertise necessary to create, evaluate and assess the strategic objectives and directions of the Association. The Nominating Committee shall submit the Officers Slate, the Councillors Slate, and the Nominating Committee Slate to the Governing Board at least ninety (90) days before the Annual Business Meeting. The Governing Board may receive the report or may reject it. Additional nominations for Officers and Councillors, but not from the Nominating Committee, may be made with a petition signed by at least one hundred (100) Senior Members, Regular Members or International Members, in any combination, and submitted to the Secretary/ Treasurer at least one hundred (100) days before the Annual Business Meeting. At least sixty (60) days before the Annual Business Meeting, the Secretary/ Treasurer shall mail copies of the Councillors Slate and the Nominating Committee Slate to the Voting Members for their vote as well as a copy of the Officers Slate for their general information. Such slates will also”

“The form 990 is prepared by a third party, based on information supplied by the association. Aga management reviews the final form 990 and addresses any questions prior to filing. The governing board does not review the form 990 prior to filing.”

“Governing board members complete a conflict of interest policy form quarterly. Any conflicts are addressed then.”

“The executive compensation committee meets annually to review and approve compensation of top management officials. An independent consultant is used to provide comparable survey data to help set compensation levels for the executive vice presidents. The finance and operations committee reviews on a bi-annual basis the levels of compensation for the officers.”

“ORGANIZATION DOCUMENTS: THE ORGANIZATION MAKES THE GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY AVAILABLE TO THE PUBLIC UPON REQUEST. The financial statements are not available.”

“The audit oversight process has remained unchanged from the previous year.”