American Society of Anesthesiologists

“The house of delegates meets on an annual basis to affirm the management of the organization by the board of directors. The board of directors exercises final authority over and manages the business and financial affairs of the society, including, but not limited to, the acquisition, management, control and disposition of its property and the authorization of all contracts on its behalf; the board of directors may delegate portions of such authority to the officers, councils, sections or committees and perform such other duties as are provided for in the bylaws. Certain members of the house of delegates are members of the board of directors under the organization's bylaws. Officers are elected by the house of delegates at the annual meeting.”

“The house of delegates has the authority to change the organization's bylaws and modify select decisions of the board of directors.”

“The section on fiscal affairs, which is a sub-committee of the board of directors reviews the form 990 with the independent cpa firm that prepared the return. A report of this review and a full copy will be posted to the "members only" portion of the website, www.asahq.org, as soon as possible following the meeting with the cpa firm.”

“On an annual basis, asa board members and officers are required to disclose whether or not they have any potential conflicts of interest, and if so, are required to disclose them. The governance unit shall monitor compliance with the policy. The asa office of general counsel, in consultation with the administrative council, shall have primary responsibility to monitor and enforce the conflict of interest policy as it pertains to the administrative council. On or before commencement of a new term of office or serivce, the incoming committee chairs, administrative council, and the office of general counsel shall initiate review of the potential conflict of interest disclosure statements and complete iniital review of such statements within 30 days of the commencement of the term. The secretary shall be notified in the event of an alleged failure to conform to the standards. The secretary shall refer the exception or failure to the administrative council. The administrative council may determine that a conflict does not exist, determine that a conflict does exist but grant a waiver, determine that the matter should be heard by the judicial concil, or in the base of alleged conflict by a director or alternate director, refer the matter to the component society nominating the director or alternate director for appropriate action. These requirements shall apply equally to the members of the asa executive staff. In the case of such individuals, the executive committee of the administrative council shall be responsible for monitoring and enforcing compliance with the conflict of interest policy as it pertains to the asa executive staff, including the determination of any waiver or for the application of sanctions in the event of any violations of the policy. The coi statement and the forms are available on the asa website in the "members only" section. Hard copies may be obtained from the asa executive office.”

“Outside compensation experts are utilized regarding benchmarked position of the chief executive officer. The executive compensation committee makes decisions on any merit increases for the chief executive officer based on data provided by an external compensation consultant.”

“The conflict of interest policy, governing documents, and financial statements are availbale to the public upon request.”

“Benefit plan changes other than net periodic postretirement benefit costs -5,239.”

“The process related to the committee which assumes the overall responsibility for the audit has not changed from the prior year.”