National Community Pharmacists Association

“The governing body, the board of directors (board), is comprised of nine voting members. The budget committee consisted of six members, five of whom were members of the board. The budget committee is responsible for reviewing management's proposed operating budget for the upcoming fiscal year, as well as the review of fiscal policies and procedures. The budget committee reports its findings and recommendations to the board. The audit committee, comprised of six members, five of whom were members of the board, is responsible for the selection of the association's external auditors, reviewing the external audit with the auditors and management, reviewing and approving the results of the audit and report thereto (including required communications) with the external auditors, and reporting the results of such meetings to the board. The compensation committee (consisting of five members of the board) meets annually to review the employment agreement and compensation of the association's CEO. The investment review committee consisted of three members, two of whom were members of the board along with the CEO and CFO. It is charged with reviewing the association's investment portfolio in conjunction with the professional investment advisor to ensure it is in compliance with the association's investment policy and to make any recommendations of changes to policy to the board.”

“The membership of this organization shall consist of the following members: 1) active members - any licensed pharmacist engaged in the actual ownership or management of an independent community pharmacy. Active members are entitled to all privileges, including the right to vote and hold office. 2) student members - any student of an accredited college of pharmacy, upon written application to the association, may be accepted as a student member, and shall be entitled to such privileges as shall be determined by the board of directors. 3) past presidents of the association shall be entitled to all the privileges of active members except that they shall not be eligible for nomination or election as a member of the Board of Directors. 4) non-pharmacist owners of independent pharmacies have the right to vote, but not hold office. 5) membership classes that exist but do not possess the right to vote or hold office are associate members, affiliated state association members, independent pharmacy organizations, sustaining members, pharmacy technician members, corporate members and honorary members.”

“The House of Delegates, who are Active members of the Association, elect by majority vote the members of the the Board of directors.”

“A two-thirds majority vote of the accredited delegates present and voting is required for ratification of proposed amendments to the Bylaws.”

“The form 990 will be prepared by an accounting firm and reviewed by management. An electronic copy of the draft form 990 will be provided to the board of directors for comments and clarification, if any. Form 990 will be filed with the IRS shortly thereafter.”

“Each board of directors member is required to execute a conflict of interest notification and filing annually. All association contracts are reviewed by the CEO, COO, CFO, SVP-chief of staff and general counsel for potential conflicts prior to execution.”

“The compensation committee (consisting of five members of the board of directors) meets annually each January to review the employment agreement and annual calendar-year compensation of the CEO based on the information from compensation surveys.”

“The association does not make its governing documents, conflict of interest policy, and financial statements available to the public.”

“$3,953,291 represents income reported under the equity 3,953,291. method for book purposes for year ending 6/30/17. There was no cash distribution NCPA from its equity interest in Surescripts.”

“The audit oversight process has not changed from the prior year.”