National Systems Contractors Association

“Nsca has one class of members, referred to as members, that are entitled to vote on significant decisions of the governing body as well as elect the governing body. To be eligible as a member an applicant shall at minimum: (i) be an electronic systems contractor (ii) designate as a representative for meeting either a full-time employee or officer entitled to vote on its behalf (thereby restricting each member's voting rights to a single vote each). The executive director of nsca shall determine whether an applicant meets the requirements of membership.”

“At the annual meeting of members, the members will elect from a slate of nominees, the board of directors of nsca. The slate of nominees is submitted by the nominating committee, which is made up of four members appointed by the president of the board of directors.”

“The members of the nsca have the right to remove one or more of the directors, with or without cause. In addition, altering, amending, or repealing and adopting nsca's bylaws requires approval of the members.”

“The form 990 is prepared by an independent accounting firm. The executive director and independent cfo will review a draft of the form 990, and then a copy will be provided to the entire board of directors prior to the return being filed with the irs.”

“The conflict of interest policy applies to all board and staff members. A potential conflict is self reported and then discussed among the executive committee. The president or executive director makes the determination as to whether or not a particular situation constitutes a conflict of interest, unless the situation is specifically outlined in the conflict of interest policy as a conflict. Any person(s) involved in the conflict are restricted from discussing and voting on the issue at hand. The conflict of interest policy is at minimum discussed annually during the fall board meeting in which all board members are present.”

“The executive committee of the board discusses the compensation for the executive director and makes a recommendation to the full board. They use comparability data for the association industry before determining the compensation level. 2009 was the most recent year in which the process included review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision. Form 990, part vi, section b, line 15b: there is no formal process in place as there are no other officers or key employees compensated.”

“The organization makes its financial statements available to the public upon request. The organization does not make its governing documents or conflict of interest policy available to the public.”

“Nsca does not have a formal policy to governing the acceptance and review of joint venture agreements, but does have a formally executed contract which dictates the roles, responsibilities and limits of the joint venture nsca is currently participating in. Nsca has significant enough control to ensure the joint venture furthers its exempt purpose, emphasizes exempt purpose over profits, and that joint venture itself as well as all contracts it undertakes are on terms that are at arm's length or more favorable to nsca.”