International Society of Arboriculture

“The executive committee is composed of the officers and may act for the board of directors between meetings of the board or as other wised authorized by the board. Consistent with applicable law the executive committee shall not, however, have the power to approve a dissolution or merger, sell corporate assets, remove a director or officer, fill vacancies on the board of directors or on any committee, fix compensation relating to board or committee service amend, repeal, or adopt bylaws, or amend or repeal any resolution of the board which, by its terms, is not so amendable or repealable. All proceedings and actions of the executive committee shall be recorded and reported to the board of directors at the next meeting of the board.”

“The ISA shall be organized as a membership organization under the policies determined and established by the board of directors. Qualified persons and organizations seeking membership shall be accepted as members of the society upon the acceptance of the required application, dues, fees, and assessments, and consistent with all corporate policies. ISA's membership classes are professional, life, senior, student, honorary life, and associate.”

“Under the relevant terms of the bylaws, the structure is composed of the ISA board of directors, comprised of fifteen (15) directors, including ten (13) director positions filled by direct ISA membership elections, and a President/Chair of the board and a President/Chair-Elect elected by the board of directors from the current directors. Directors serve for a three-year term other than the President/Chair of the board of directors, and President/Chair-Elect in limited circumstances. No director shall be permitted to serve more than two (2) consecutive terms of office or six (6) consecutive years, whichever period is longer the terms of the director shall be staggered.”

“Initial review is completed by the Director of Finance and the CEO & Executive Director. The ISA president and chair of the finance committee is forwarded a copy of these forms and have final approval. The completed form 990 is posted to the board of directors' website for review and comment.”

“Each board member is required to complete a conflict-of-interest disclosure form and review on an annual basis. A potential conflict of interest may exist any time a board member's actions may be reasonably believed to be motivated by the potential for personal gain, or potential gain of third parties in which the board member has a material interest. In the event of such a conflict the board member should disclose the conflict and abstain from discussion and voting on any action related to the conflict if the board member does not voluntarily abstain, the board may vote to determine whether or not to require an abstention.”

“Performance will be determined by utilizing a formal evaluation form and will incorporate the input of members of the board of directors at a minimum. The ISA President will initiate an annual review of the work performance of the ISA CEO & Executive Director in accordance with this policy. A salary range will be determined for the position of CEO & Executive Director. Adjustments to salary are determined based on an evaluation of the CEO & Executive Director's performance during the past year. The President along with the executive committee will determine pay adjustments based on the results of the CEO & Executive Director's performance review. It is the responsibility of the President and President-elect to communicate the results of the performance evaluation and any adjustments to the salary. Responsibility for execution of the salary changes lie with the director of human resources as directed by the President. The range will be based on benchmarking of similar positions in terms of geographic location, budget, personnel and job responsibilities. The range of salary for the CEO & Executive Director will be set by benchmarking against non-profits similar in size, geographical area, budget and responsibilities of the CEO & Executive Director. Salary benchmarking will be conducted by a professional executive compensation research service every five years or no sooner than three years if necessary. The director of human resources will assist the President to acquire data and select and retain the benchmarking consultant if needed. Pay is generally centered on the mid-point of the range. Pay above the mid-point is for consistent exemplary performance. Sources used include national executive compensation survey from employers' association, ASAE association compensation, American research company national compensation study, and a third party (employers' Assn) review letter.”

“ISA puts the governing documents (including conflict of interest policy) and financial statements on the isa website behind a login so only directors and committee members have access. Isa will make copies of each available to the public upon request.”

“Education Products & Services Expenses: Program service expenses 472,302. Management and general expenses 0. Fundraising expenses 0. Total expenses 472,302. Financial Fees: Program service expenses 0. Management and general expenses 319,728. Fundraising expenses 0. Total expenses 319,728. Board Expense: Program service expenses 0. Management and general expenses 250,808. Fundraising expenses 0. Total expenses 250,808. Other Expenses: Program service expenses 0. Management and general expenses 144,566. Fundraising expenses 0. Total expenses 144,566. Bad Debt Expense: Program service expenses 0. Management and general expenses 10,631. Fundraising expenses 0. Total expenses 10,631.”

“The organization has not change the oversight process for the review during the year.”