Missouri State Teachers Association

“Members of MSTA include prospective, active and retired teachers and other school employees in schools throughout the State of Missouri.”

“All members of MSTA's governing body are elected by members. The officers are elected at the Annual Membership Meeting (Assembly). Non-Officer Directors are elected by MSTA members in each Region. Each Region elects at least one Director. Additional Directors may be elected from a Region according to the formula outlined in Article VII, Section C. of MSTA's Bylaws.”

“The following decisions are subject to approval of members: to adopt amendments to MSTA's Articles of Incorporation or Bylaws, to merge with another entity, to dissolve MSTA, or to change MSTA's name, adoption of dues increases proposed by the Board, changes in dues forwarding to CTAs and Regions, and statewide education policy resolutions.”

“A preliminary draft of Form 990 is prepared by management and reviewed by the Audit & Finance Committee of the Board of Directors. After incorporating direction from the committee, a final version prepared by management and the independent CPA firm engaged by the Audit & Finance Committee is presented to the A&F Committee for approval. A final copy of Form 990 was provided, before filing, to all members of the governing body by digital distribution.”

“In addition to annual disclosures described in 12b, MSTA regularly and consistently monitors and enforces compliance by providing a copy of the conflict of interest policy in the Board Manual, providing annual orientation and training that specifically discusses the policy and by reminding board members of the policy and their obligations under the policy as part of the regular meeting agenda.”

“The process for determining the compensation of MSTA's top management official was as follows; 1) The Board of Directors appointed an executive compensation subcommittee composed of three independent directors. The committee was charged with reviewing current executive compensation, examining comparable compensation data and bringing a compensation recommendation to the full board for final decision. 2) The compensation committee retained the services of an independent compensation consultant. The consultant delivered a report to the committee including information from other 990s as well as several compensation studies. The comparisons were for similarly qualified person in functionally comparable positions at similarly situated organizations including but not limited to membership type, member size, budget size, staff size and geographic scope. 3) The deliberations and decisions of the committee and the board of directors are reflected in minutes of the governing body. Salary adjustments for staff are based in part on compensation surveys.”

“The Articles of Incorporation (AOI), Bylaws and Financial Statement are printed each year in the annual Delegate Book. This book is mailed to every local chapter (CTA) and is provided to all attendees at the annual delegate meeting. In addition the AOI and Bylaws are printed in a separate publication that is available at no charge upon request and is given to all volunteers serving on committees. The Conflict of Interest Policy adopted by the board of directors is provided to the public upon request.”

“MSTA does not have chapters, branches, or affiliates over which it has the legal authority to exercise supervision or control. MSTA does work with Community Teachers Associations (CTAs) and Regional Teachers Associations (Regions) throughout Missouri to promote the common interest of teachers and other education personnel and all members of the Regions are also members of the Missouri State Teachers Association. Each CTA and Region is a separate legal entity under state law, adopts its own articles of association or incorporation and bylaws that are not subject to MSTA approval, and is governed by its own board of directors elected by its members.”

“Rounding 4.”

“The process by which MSTA utilizes a committee that assumes responsibilty for oversight of the audit and selection of an independent auditor has not changed from the prior year and follows the process stated in the bylaws. The bylaws provide that the Board appoint a Finance and Audit Committee from among directors then in office. The Treasurer is the Committee's chair. This Committee oversees MSTA finances and coordinates the annual audit of its financial statements with the independent CPA firm.”