Pennsylvania State Education Association P S E A

“Voting Rights UNDER THE PSEA CONSTITUTION AND BYLAWS, THE VOTING MEMBERS OF THE BOARD OF DIRECTORS ARE AS FOLLOWS: THE EXECUTIVE OFFICERS, THE REGION AND PSEA-RETIRED REPRESENTATIVES, AND THE STATE REPRESENTATIVES ON THE NATIONAL EDUCATION ASSOCIATION (NEA) BOARD OF DIRECTORS. THE NON-VOTING MEMBERS OF THE BOARD OF DIRECTORS ARE AS FOLLOWS: THE PRESIDENTS OF THE DEPARTMENTS, THE CHAIRPERSON OF THE COUNCIL ON INSTRUCTION AND PROFESSIONAL DEVELOPMENT, THE PRESIDENT OF STUDENT PSEA, AND AN ETHNIC MINORITY REPRESENTATIVE.”

“Organization Members Membership, as provided in the Constitution and bylaws, shall be available to persons actively engaged in the profession of teaching or in other educational work in Pennsylvania, to students preparing for the profession of teaching, to persons retired from educational work, and to persons interested in advancing the cause of public education.”

“Governing Body Election Process PSEA is governed by its constitution and bylaws, standing rules, and such other actions as the House of Delegates and the board of directors, the two governing bodies, may take which are consistent with those governing documents. The governance structure of PSEA also includes regions and local associations. Local association officers and delegates to Region Houses of Delegates and the PSEA House of Delegates are elected through open nominations, by secret ballot, by majority vote, and in conformity with the one person one vote principle. Each region is entitled to one representative on the board of directors for every 4,500 active members within the region; provided however that each region will have at least 2 representatives and no more than 5 representatives. Each region representative on the board of directors shall be elected at an annual Region House of Delegates or by direct vote of the region membership through open nomination, by majority vote, and by secret ballot. Region representatives who are elected as local delegates or by direct vote of the region membership are entitled to full delegate status at the PSEA House of Delegates; otherwise, they may vote at the House, but not with respect to dues or the election of the PSEA Executive Officers or the NEA board of directors.”

“Form 990 Review Process The audit committee of the Board of Directors reviews a draft of the Form 990 with management. After the audit committee reviews the form 990 and prior to its filing with the taxing authority, it will be distributed electronically to all voting and non-voting members of the board of directors.”

“Conflict of Interest Policy Monitoring The Association has a conflict of interest policy that covers the following individuals: executive officers; officers; board members; elected or appointed individuals to an Association committee, commission, board, or task force; and employees. The Association's conflict of interest policy requires executive officers, officers, board members, and employees that are members of management to review the policy and disclose any possible personal, familial, and/or business relationships that could give rise to a conflict of interest. On an annual basis, these individuals will either disclose such relationships or indicate that no such relationships exist on a statement of disclosure. The statements of disclosure are reviewed by members of management and selected employees. If a conflict is perceived to exist, the matter involving an executive officer, officer, board member, or elected or appointed individual to an Association committee, commission, board, or task force is turned over to the chairperson of the professional rights and responsibilities commission ("commission"). The commission shall select three PSEA association members to serve as an investigation committee. The investigation committee will investigate the charge and incorporate its findings and conclusions into a written report which will be submitted to the commission. The commission will have the final decision as to whether a conflict does in fact exist. Although Association employees, other than employees that are members of management, do not complete an annual statement of disclosure, the executive director of the Association has the responsibility to implement and enforce the conflict of interest policy for matters involving any employees. The executive director's responsibility includes determining whether a conflict exists and resolving any questions that may arise regarding the interpretation or application of any provision of the policy. The executive director may also take corrective action to deal with any violations of the policy. When a conflict is determined to exist, the executive director or the commission will submit a report to the individual involved stating one of the following: (1) that such individual is prohibited from participating in any discussion or deliberation and decision regarding the transaction or (2) that the executive director/commission is recommending a method for eliminating the conflict. The individual will have a reasonable period of time to comply with the recommendation for eliminating the conflict. If the individual does not comply, then he or she may be removed or impeached from their position as provided for in the PSEA Constitution and Bylaws.”

“Executive Compensation Review Compensation for officers and key employees is set by the personnel committee and then approved by the board of directors. Compensation for officers, the executive director, and program managers is documented in written employment contracts. The salaries for officers and senior management team members are based on a differential from the highest bargaining unit salary. The process for determining officers and key employees compensation includes a review of comparability data. Comparison data from other NEA state affiliates is collected, summarized, and made available to the personnel committee for their consideration. The deliberation process and outcome is documented in the personnel committee meeting files.”

“Document Availability to the Public The Association's governing documents, conflict of interest policy, and financial statements are available to the public upon request.”

“Compensation The PSEA Executive Officers (President, Vice President, and Treasurer) and two region officers are on leave of absence from their school district positions while they serve as full-time officers of PSEA. Part of these individuals' compensation (salaries and benefits) is paid directly by the school district and then reimbursed by PSEA and part of their compensation is paid directly by PSEA. The part of their total compensation that is paid directly by the school district is not reported on Form 990, Part VII since it is not included in the Form W-2 issued by PSEA.”

“Reconciliation of Net Assets EFFECT OF PENSION RELATED CHANGES OTHER THAN NET PERIODIC PENSION COST $26,844,193 EFFECT OF POST RETIREMENT CHANGES OTHER THAN NET PERIODIC Postretirement COST $ 1,567,311 ------------- $28,411,504”