Professional Examination Services

“There is an executive committee of the board of directors, which includes the chair, vice chair, treasurer, and secretary of the board, and three other directors as will be elected at the annual meeting of the board. By invitation of the chair, the president of the corporation shall serve as a member ex officio of the executive committee and may attend such meetings or portions of meetings of the committee as the chair determines to be useful or necessary. During the intervals between meetings of the board of directors, the executive committee shall possess and may exercise all the powers of the board of directors, except with respect to the appointment or removal of directors and officers and the amendment of bylaws and the articles of incorporation. All actions by the executive committee shall be reported to the board of directors prior to its meeting next succeeding such action.”

“The draft 990 is circulated first to the Audit and Finance Committees for review, comments, advice and suggestions. After incorporating changes, if any, the Form 990 is then circulated via e-mail to all members of the Board for a second review prior to the return being filed with the IRS.”

“Board candidates are vetted for possible conflicts prior to being declared eligible for election to the board. Annual signing of the conflict of interest disclosure statement is required, and the statements are reviewed by the board chair annually. If it is determined that a conflict of interest exists, the board of directors or committee shall determine whether the organization can obtain a more advantageous transaction with reasonable efforts from a person or entity that would not give rise to a conflict of interest. If it is determined that an interested person has a conflict, the organization takes action to ensure that appropriate restrictions are put in place such as prohibiting them from any related discussion, vote or similar action.”

“The Organization completes an annual performance review of the CEO, which may result in modifications to overall compensation. Achievement of annual objectives are reviewed and documented by the Executive Committee. Compensation decisions are made exclusively by independent directors, as defined under IRC Section 4958. The Executive Committee of the Organization's Board of Directors, which consists predominantly of independent persons, reviewed and approved the compensation for the CEO of the Organization in April 2014. The Executive Committee also reviewed compensation comparability data established in 2013 by outside consultants and adjusted for inflation in 2014 in conjunction with the Organization's Human Resources Department as needed in determining both salary and bonus considerations in order to remain competitive in the industry. Considerations are also made in conjunction with the organization's overall financial position. Compensation awards/adjustments are documented in the respective personnel files.”

“The Organization completes an annual performance appraisal review of all key employees/officers which may result in modifications to an employee's overall compensation. Achievement of annual objectives are reviewed and documented by the CEO. Compensation decisions are made exclusively by the independent directors, as defined under IRC Section 4958 based on the recommendations of the CEO in conjunction with the criteria stipulated under the Management Incentive Plan. The Executive Committee of the Organization's Board of Directors, which consists predominantly of independent persons, reviewed and approved the compensation recommendations put forth by the CEO for key employees and officers of the Organization in April 2014. The Executive Committee also reviewed compensation comparability data established by outside consultants in 2013 and adjusted for inflation in 2014 in conjunction with the Organization's Human Resources Department as needed in determining both salary and bonus considerations for these individuals in order to remain competitive in the industry. Compensation awards/adjustments are documented in the respective personnel files.”

“The organization makes its conflict of interest policy, governing documents, and audited financial statements available to the public upon request.”

“The organization uses a professional employer organization (peo) model to manage human resources, payroll and benefit services. All of the organization's information and tax reporting (i.e. W-2s, 1099s, etc.) are issued by the peo as payer.”