National Automated Clearing House Association

“The executive committee is responsible for the management of the corporation when the board is not in session. The executive committee consists of the chairperson, the vice-chairperson, and the secretary/treasurer, and is chaired by the chairperson of the board. The president of the organization serves as the ex officio non-voting member of the execuitve committee.”

“National automated clearing house association (nacha) is a trade association. Its bylaws include three distinct membership classes including direct financial institution (dfi) member, payments association (pa) member and council memberships. Each class of membership has the right to vote for directors and officers of nacha and shall designate one individual representative for purposes of voting and any other purposes relevant to nacha. A dues-based membership association that addresses payments system topics and has the primary purpose of providing educational, regulatory, and communications support for its members' use of the ach network and compliance with the nacha operating rules is eligible to join as a member pa. Pas have the authority to represent and vote on behalf of only its dfi members on the nacha operating rules. The pa shall be incorporated in the us, or if not incorporated shall be part of an entity that is incorporated in the us. A majority of pas shall be dfis and, if applicable, dfis shall hold majority ownership in the pa parent entity. Dfi members of an pa shall be considered indirect members of nacha. A dfi that is a member of any payment association that is (i) itself a member of the organization, and (ii) a recognized provider of education and training that has met the criteria set by the organization for payments accreditation, may join as a member. Representatives of dfis and other stakeholders focused on developing electronic payment and e-commerce applications may form a council in accordance with policies and procedures adopted by the board. The council is part of the organization and not separately incorporated, but is considered a member. The council's individual or organization members, or emancipated groups, are not considered members of the organization.”

“Each class of membership shall have the right to vote for directors and officers.”

“Dfi and rpa members shall be allotted a certain number of votes on the nacha operating rules based on annual membership dues and the annual ach originated and received volume of its respective financial institutions. Dfi and rpa members shall have the power to override any amendment to the bylaws voted on by the board of directors by a two-thirds majority.”

“The cfo will review the details of the 990 and 990t. The ceo is also provided a draft copy to discuss with the cfo before filing. Any material matters will be discussed and resolved with external auditor before filing.”

“All directors of the board are covered under the organization's conflict of interest policy. A conflict of interest exists if the director's allegiance might be split between a nacha position or responsiblity and some other professional position or responsibility. Directors are reminded at the beginning of every meeting of the coi policy and submittal of any coi is made at the beginning of a director term and updated if required. New directors are provided a copy of the conflict of interest policy (coi) during board orientation and are requested to complete a disclosure form of actual or potential conflicts. Each director is responsible for providing notice to the chairperson if a conflict of interest arises. The chairperson of the board, in consultation with the the executive committee as necessary, reviews and determines if a conflict of interest exists. A complete disclosure is made to the full board of all board members' coi filings, including the date of the last filing and all potential and actual conflicts, business and other. Any director with a conflict of interest may be asked to recuse him/herself from reports, discussion, debates, and decision-making regarding the matter. A director with a conflict of interest may be asked to resign if disclosure and recusal cannot remedy the conflict.”

“Nacha participates annually/semi-annually in compensation surveys to remain competitive in the market. A benchmarking analysis is conducted annually to ensure nacha's key employees and staff are compensated competitively based on a number of factors to include: industry, skill set and geographical location. The process described here was last completed in 2024.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available upon request as required under disclosure requirements of 501(c)(6).”

“Nacha discontinued the afinis membership program.”

“This process has not changed from the prior year.”