Upper Midwest Automated Clearing

“The board of directors appoints an executive committee, made up of no more than four (4) directors. The chairperson, vice chairperson, treasurer and secretary constitute the committee. The commitee shall have and may exercise the authority of the board in the management of the business of umacha. The executive committee shall act only during intervals between meetings of the board and shall be subject at all times to the control and direction of the board. Three members of the executive committee shall constitute a quorum. All actions of the executive committee must be affirmed by the board of directors at a regularly scheduled board meeting.”

“Umacha is a trade organization for the banking industry. Members are institutions using electronic payment systems (ach, remote deposit, wires, etc.). The members of umacha shall be qualifying organizations that have applied for membership, been accepted as members by the board of directors, and have paid dues and assessments imposed by the board of directors. Qualifying organizations that are eligible to be members include financial institutions whose accounts are insured or guaranteed by the federal/state government. The board of directors may choose to offer affiliate membership to entities that support usage of the automated clearing house system. These members are entitled to the use of services offered by umacha, but will have no voting rights.”

“The board of directors are elected from the membership with each member getting one vote.”

“All governance decisions are made by the board of directors. Any decisions made by the executive committee are approved by the board.”

“Form 990 is shared with the officers, reviewed by the finance committee and shared with the board of directors prior to filing.”

“Board members are required to review and sign off on the conflict of interest policy annually. The board is reminded that the policy is in effect at every meeting. All board directors are covered in the bod policy and all employees are covered in the employee handbook. Any potential conflicts within the employee listing are reviewed by the president, any potential conflicts within the board directors are reviewed by the chairman. The chairman will determine to 1) take no action, (b) assure the full disclosure to the board of directors and other individuals covered by this policy, (c) ask the person to excuse themselves from participation in related discussions or decisions within umacha, or 4) ask the person to resign. Conflicts would arise if a transaction was made for financial gain, doing business with family members, unapproved use of the organization's time/assets, and transactions with competitors. If the conflict arose within the employee listing, the president would approve or deny the conflict. Any conflicts would be documented in a memo to capture the situation and saved for future documentation.”

“Compensation for the president is approved annually by the compensation committee. The committee keeps track of the conversation in meeting notes and an annual salary tracking document. The association has a compensation study completed every 2-4 years, the last one being conducted in 2022. The study is used to determine annual salaries and benefits. The studies include both national data, local data, and information from similar associations. Umacha hires a hr consultant to gather salary data and gather survey data from local association and nine other associations around the country. The hr consultant compares all results and provides a summary broken down by job descriptions and by individual employee. This salary approval process was last approved in 2024.”

“The documents are made available to any individual or entity upon written request.”