Infectious Diseases Society of America

“The executive committee of the board of directors consists of the president, vp, president-elect, past president, secretary, & treasurer - are responsible for the management and direction of the organization and conduct the affairs of the organization during intervals between meetings of the bod, for assisting the president in the oversight of the administrative infrastructure of the society, for service as an advisory body to the president, and for reporting all of its actions to the bod for review and/or approval.”

“The categories of membership include: member, fellow, member-in-training, associate member, and medical student or resident member. Some members or fellows may be further classified as honorary or emeritus.”

“All members of the board of directors are selected by a leadership development committee of members by reviewing clinical experience, service within idsa governance structure and applying principles of inclusion, diversity, access and equity. The slate of new board members is then approved by the board and ultimately by the full membership. Members, members-in-training and fellows are full voting members of the society.”

“The bylaws may be amended by the affirmative vote of at least two-thirds (2/3) of directors present and voting at any regular or special meeting of the board of directors. Upon the written request of at least 10% of the voting members, an amendment may be submitted to the board of directors for consideration and vote at the next board of directors' meeting. If the board of directors decide not to pass any member-proposed amendment, the board of directors will submit the member-proposed amendment to the full membership at the next meeting of the members, and such member-proposed amendment may be adopted by the affirmative vote of at least two-thirds of the voting members of the corporation, present and voting at any regular or special meeting of such members, if notice of the proposed amendment is contained in the notice of the meeting; or by affirmative vote of at least two-thirds of those voting by mail ballot. Bylaws amendments approved by the board of directors shall be communicated to the members within sixty (60) days of approval.”

“A copy of the form 990 is also provided to each member of the board of directors before it is filed.”

“Idsa requires all board and committee members, as well as key employees, to submit a conflict of interest (coi) form annually. Any individual with a potential conflict must recuse themselves from related discussions or votes. Staff members with conflicts are prohibited from working on projects involving the affected area or company. The coi and ethics committee oversees compliance with this policy. Staff disclosures are reviewed by the ceo, who determines appropriate action. The ceo's coi report is reviewed by the executive committee, which evaluates any potential conflicts involving the ceo.”

“Ceo compensation: (a) review and approval is done by the executive committee, meeting in executive session, (b) comparability data is obtained from american society of association executives (asae) and used for determining compensation, (c) there are no minutes of the executive session, so no written deliberation. Written decision is forwarded to the vp of finance and administration and vp, talent & organizational development to place in personnel file and applied to payroll. These processes were last completed in 2024. Form 990, part vi, section b, line 15b: employee compensation: compensation reviewed by the individual's supervisor and approved by the ceo. The board approves the overall salary budget but not individual staff salaries, except for the ceo. Compensation decisions are informed by comparability data obtained from asae and a compensation study done by a third-party consultant in 2024. Employee performance reviews are documented, signed by both the supervisor and employee, and used to support any recommended salary adjustments. These processes were last completed in 2024 for all staff.”

“The governing documents are available on the society's website. Upon request, they are made available based on business need. The audited financial statements are available on the society's website. The conflict of interest policy is available on our internal employee intranet and distributed as needed.”

“The organization reported an operating deficit of approximately $7 million for the fiscal year. This was a planned and board-approved investment in strategic initiatives designed to strengthen the organization's long-term impact, member value, and mission delivery. The deficit reflects deliberate spending in key areas, including continued modernization of systems and infrastructure, expanded member and public health programs, and initiatives that reinforce the infectious diseases specialty's leadership and visibility. These investments were made as part of a multi-year plan to build capacity and position the organization for sustained growth and effectiveness. The organization maintains adequate reserves to fully cover this planned deficit and continues to operate with a strong financial foundation. Measures are in place to reduce future deficits and rebalance the budget over the next several years as the benefits of these strategic investments are realized.”

“Program consulting 7,266,053. Alternative invest fees 18,537. Other professional fees 659,899.”