Professional Examination Services

“Act, inc., a related tax exempt entity, is the sole member of proexam. Marten roorda and thomas j. Goedken have business relationships to the extent that they serve together on boards of act, inc.'s other related entities in their capacity as officers of act, inc. Marten roorda, thomas j. Goedken, brad lindaas and suzana delanghe have a business relationship to the extent that they are all officers and/or employees of act, inc.”

“Act, inc., a related tax-exempt entity is the sole member of proexam.”

“All directors are appointed by the board of directors of act, inc., a related tax-exempt entity and sole member of proexam.”

“Changes to the bylaws must be approved by both the board of directors of the filing organization and the board of directors of act, inc., a related tax-exempt entity and sole member of proexam.”

“Proexam's board of directors conducts a substantive review of the form 990 prior to its filing with the assistance of the outside tax preparer. The final version of the form 990 is provided to all members of the board of directors before it is 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.”

“Compensation of the executive director is determined by the board based upon a process that includes review and approval by independent members of the board and an independent compensation study conducted by a professional firm that includes review of compensation published by similar organizations contained in form 990. Except for the executive director, no other officers or directors are compensated for services provided to proexam. Compensation from a related organization may be reported for some officers and directors for services provided to act, inc., the controlling related organization, which follows similar procedures in setting compensation for its officers and directors.”

“Proexam does make its governing documents, conflict of interest policy, and financial statement available to the public.”