National Resident Matching Program

“Committees of the board shall be standing or special. The executive committee, finance committee, audit committee, governance committee, data release and research committee, policy review committee, and compensation committee shall be standing committees. Every committee shall consist of at least three, but not more than ten members of which there must be two directors and a majority of its membership shall be directors. Except for the executive committee and the audit committee, all standing committees must have at least one student and at least one resident. All committee chairs and committee members shall be appointed by the chair with the approval of the board. Between meetings of the board, the executive committee shall have and exercise all of the authority of the board in the management of the corporation, except to the extent, if any, that such authority shall be limited by resolution of the board. The delegation of authority to the executive committee shall not relieve the directors of any responsibility imposed upon them by law.”

“The organization updated it bylaws during the tax year. Significant changes were as follows: 1. Previously, the members of the board of directors were reflected by a broad and representative spectrum of the academic medical community. In addition to, the board added the board may appoint directors with other special skills, expertise, or experience along with approving individuals with skills and experience deemed necessary without a call for nominations. 2. Previously, student and resident physician directors were able to serve for a term of two years and eligible for a second, one-year term. In addition to, student and resident physician directors will need a recommendation of the governance committee and approval by the board of directors. 3. Previously, all other directors were able to serve terms of four years with a limit of two four-year terms. This was updated to all other directors can serve for terms of three years, with a limit of two three-year terms. 4. Previously, there was no restriction from an officer serving more than one term. In addition to, the board of directors will need to approve additional terms. 5. Previously, the chair designate was not acting on a committee. Currently, the chair designate shall act as the chair of the governance committee and perform all duties incident to the office of chair designate. 6. Previously, the immediate past chair was assuming the duties of the chair of the nomination committee and serving on the executive and compensation committees. Currently, the immediate past chair shall be a member of the governance committee and the compensation committee. 7. Previously, the audit committee was the only committee that did not follow the requirements to have at least one student and one resident. Currently, all standing committees except the executive committee and the audit committee must follow the requirement to have at least one student and one resident. 8. Previously, all committee chairs could be appointed by a majority of the directors or by the chair with approval of the board. Currently, all committee chairs and committee members shall be appointed by the chair with the approval of the board. 9. The organization no longer has the bylaws committee and nominating committee. 10. The organization has added the governance committee. The governance committee shall be composed of no more than seven directors and be chaired by the chair designate. The governance committee shall include the immediate past chair, one resident director, one student director, and three other board members elected by the board. The governance committee shall function in accordance with the charter document approved by the board of directors with overarching responsibility for review of the bylaws at least every two years with proposed amendments in proper form for submission to the board of directors; conflict of interest/duality of interest policy development and oversight; nominations policy and process pertaining to the solicitation of candidates to serve as directors of the corporation and preparation of a slate of candidates for election by a majority the board of directors; orientation, retention, and renewal of directors on the board of directors; cyber security oversight; enterprise risk management oversight; and board development and best practices. 11. Previously, the executive committee was comprised of the chair of each standing committee and shall include the chair, the chair designate, the immediate past chair, one student director, and one resident physician director. Currently, the executive committee shall comprise of officers of the board of directors and one resident director. The resident director shall hold a term of one year. 12. The organization moved the responsibility of adjudicate alleged violations of match participation agreements from the policy review committee.”

“The form 990 is prepared by an independent accounting firm with information provided by the organizations management. A draft of the form 990 is provided to each member of the board for review and to request changes prior to filing.”

“All directors, officers, and committee members with power designated by the board of directors are required to annually disclose any potential conflicts of interest, as well as if any arise throughout the year. It is the responsibility of the board, minus the interested person, to determine if a conflict of interest will impact decision making. If a conflict is found, the interested party is not allowed to participate in discussion or voting on the matter.”

“The president's salary, salary increases, benefits and/or bonuses shall be set forth by a compensation committee comprised of the chair, chair elect, and past chair of the board of the national resident matching program. A market pricing analysis was performed by culpepper and associates to determine recommended salary ranges. They analyzed job content data and conducted a market pay analysis, benchmarking other non-profits across the country (excluding ny and ca) to develop competitive market pay rates. Last reviewed in 2022. Culpepper and associates reviews the movement of salary ranges for similar positions, as well as the average salary increases for employees in the nonprofit sector. The senior team and ceo positions were included in this review. The process described here was last completed in 2022.”

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