New Jersey Association of Independent Schools

“The association's members are comprised of member schools. The head of school for each school is designated as the voting representative for the school.”

“At the annual meeting, members vote to elect the trustees and officers from a slate of nominees put-forth by the committee on trustees.”

“At the annual meeting, the members vote on whether to elect the nominating committee's slate of nominees to serve as trustees and officers. A majority vote of the voting member schools in attendance is required to approve the slate. In addition, the following matters shall require an affirmative written two-thirds vote of all voting members: -dissolution -merger or consolidation -change in the association's purpose or mission statement -amendments to bylaws for all other matters, a motion at any membership meeting shall pass by a plurality of the voting member schools in attendance.”

“The association has its form 990 prepared by an outside accounting firm and has established the following review process to ensure that the information reported is complete and accurate. When the form 990 has been prepared, reviewed by management, and is ready to be filed with the internal revenue service, it is electronically sent, and presented, to the board for approval. Once the board has approved the return it is filed with the internal revenue service.”

“All board members must exercise the utmost good faith in all transactions involving njais and/or involving their obligations or duties for or on behalf of njais, its property, activities, and membership. In their dealings with and on behalf of njais, they are held to a strict rule of honest and fair dealing among themselves, other schools or organization with which they may be affiliated, and njais. They shall not use their position on the njais board, so that a conflict of interest might arise between the organization's best interests of any individual board member, or the interests of any school or other organization with which the board member may be affiliated. Annually, all board members and officers are required to complete an annual disclosure statement and sign a conflict of interest statement. A conflict of interest may arise in certain situations. However, specifically without limitation each member of the njais board of trustees agrees that one situation where a conflict clearly arises is in any situation in which a board member (and his or her immediate family) is involved with an activity that could adversely affect his or her judgment with respect to the business or interest of njais. The origins of such a conflict would be personal in nature, or arise though the board member's association with a school or organization. When such a conflict, or the appearance of such a conflict, arises: -the board member with the conflict is expected to disclose the existence of the conflict, said disclosure to be either in writing or rejected in the minutes of a board meeting. -if the chair of the board determines that a conflict exists, the board member is also expected to refrain from being present or participating in any deliberations, decisions, or votes related to the matter which created the conflict. -if a board member is in doubt as to whether a conflict exists, but aware of the appearance of a possible conflict, the board member should resolve the uncertainty in favor of the existence of a conflict. -if a board member is unable to determine whether a conflict (or the appearance of a conflict) exists, he or she should ask the board chair to make that determination.”

“The compensation committee includes the association's board president, who serves as the chair of the committee, and the treasurer, plus two additional members of the board of trustees as selected by the president. The compensation committee recommends to the board of trustees each year's compensation and benefits for the executive director based on a review of comparable data from other similar-sized organizations. The approved compensation is documented in the employee contract. This process was last done in may 2023.”

“The association makes its form 990 available for public inspection as required under section 6104 of the internal revenue code. The return is also posted on guidestar.org and other similar types of websites. In addition, the financial statements, conflict of interest policy, articles of incorporation and by-laws are also available upon written request or by calling the organization directly.”