Natl Student Clearinghouse Research Center

“Effective october 2023, national student clearinghouse research center amended and restated its articles for the following significant changes: - added language in article v stating that the length of a director's term shall be three years, each director shall be eligible for re-election as provided in the bylaws, director terms will be staggered with the board divided into three groups of directors each of which shall: (i) consist of directors up for election (or re-election as the case may be) in the same year, and (i) contain up to 4 but no fewer than 2 directors. - deleted prior article viii which noted the initial registered office and initial registered agent of the research center, from back in 2009. This provision was outdated and no longer necessary. - deleted prior articles ix which noted the initial incorporator of the research center, from back in 2009. This provision was outdated and no longer necessary. Effective june 2024, national student clearinghouse research center amended and restated its articles for the following significant changes: prior to this change, the purpose of the nscrc was stated as being "charitable, educational, and scientific purposes, within the meaning of section 501(c)(3) of the internal revenue code of 1986, as amended (or the corresponding provision of any future united states internal revenue code), including but not limited to supporting the education and research programs and activities of the national student clearinghouse." (emphasis added). The change replaced the words "including but not limited to" with "specifically by" so that it is clear that the sole purpose of the nscrc is to support the education and research programs and activities of the national student clearinghouse.”

“Members or stockholders who may elect: nsc, a related organization, elects the board members of nscrc.”

“Rights reserved to members or stockholders: nsc, a related organization, elects the board members of nscrc.”

“Form 990 review process: form 990 is prepared by an independent accounting firm and reviewed by management. In accordance with nsc's policy, a complete form 990 is presented to the full board of directors for review. Form 990 is reviewed by all members of the board prior to the submission of the form to the internal revenue service.”

“Conflict of interest policy: board members are provided with the conflict of interest policy on an annual basis and required to complete a form acknowledging the policy and disclosing any conflicts. The policy includes a requirement that any new conflicts that may arise during the course of the year be reported to the chairman of the board. Procedures for evaluating potential conflicts are incorporated in the policy. Any director who may be involved in an nscrc business transaction in which there is a possible conflict of interest shall promptly notify the chairman of the board. The chairman, or at the direction of the chairman, the president of nscrc shall promptly inform the entire board of such potential conflict. The affected director shall not vote on any such transaction, participate in deliberations concerning it, or use personal influence in any way in the matter. The director will be excused from the portion of any meeting discussing the transaction and the director's presence may not be counted in determining the quorum for any vote with respect to a nscrc business transaction in which he or she has a possible conflict of interest. Furthermore, the director, or the chairman in the director's absence, shall note a potential conflict of interest to the other directors before any vote on a nscrc business transaction and such disclosure shall be recorded in the minutes of the meeting at which it was made. In the event the potential conflict involves the chairman of the board, the vice chairman shall act in the place of the chairman for the purposes of this policy. Any board of directors shall not approve any transaction which involves a potential conflict of interest with a director unless and until the board of directors has specifically and in good faith determined after reasonable investigation (including a review of the terms upon which other comparable organizations enter transactions or arrangements similar to the one under consideration) that: a. The board is aware of all material facts concerning the transaction and the director or officer's interest in the transaction; b. Nscrc is entering into the transaction for its own benefit; c. The transaction is fair and reasonable as to nscrc; and d. Nscrc could not have obtained a more advantageous arrangement with reasonable effort under the circumstances. Management shall be responsible for providing the board with sufficient information so that the board can assess the fairness and reasonableness of the compensation involved. Nscrc must conduct periodic reviews to ensure that all compensation arrangements, partnerships, joint ventures, and other transactions involving directors and officers are reasonable, reflect arm's length bargaining, and further charitable purposes, and do not result in unreasonable benefit to the director or officers or any other private shareholder or individual. When conducting these reviews, nscrc may, but need not, use outside advisors. Any use of outside advisors, however, shall not relieve the board of directors of its responsibility for conducting the periodic reviews. A copy of this policy must be furnished to all incumbent and incoming directors and officers of nscrc on an annual basis. Each director and officer shall annually sign a statement that affirms that he or she has received a copy of this policy, has read and understands the policy, and has agreed to comply with this policy, in addition to a copy of the attached disclosure form and a current copy of the director's resume to the executive director of nscrc.”

“Process for determining compensation: the board of directors of nsc conducts an independent outside compensation analysis for the ceo each year that is used to monitor the appropriateness of his compensation. A similar process is completed by the chief people officer for the other executives, including those executives performing services for nscrc. Periodically, nsc hires an outside firm to conduct a compensation analysis for the non-executive employee positions. Another firm that completes our affirmative action plan also compares compensation among ethnicity and gender to assess fairness. At merit increase time, the chief people officer does a review of compensation by workgroup to determine whether any adjustments are required to bring people with like positions and experience to a comparable compensation level. The assessments included those employees performing services for nscrc. The board of nsc approves the compensation of the ceo and other officers. Deliberations and decisions are documented contemporaneously in the minutes of the board of directors. A group of independent persons who serve on the board of directors evaluate external compensation data from comparable institutions, discuss their review, and contemporaneously document their conclusion that the total compensation paid to such persons is reasonable.”

“Governing documents available to the public: governing documents, including the conflict of interest policy, are available to the public by request to the corporate secretary. Financial statements are available to participants in our services under the terms of our contracts with them and to individuals by request to the treasurer.”

“Form w-3: national student clearinghouse ("nsc"), a related organization, reported issuing 422 forms w-2 on its 2023 form w-3; however, of this amount, 83 nsc employees performed work for grants received from nscrc.”