Electronic Registration Information

“The Organization amended its bylaws to reduce the resignation period from 91 days to 21 days and modified provisions pertaining to the protection of ERIC reports, member data, third-party data, and ERIC information.”

“All members of the Organization have a right but not the obligation to appoint a representative to the Board of Directors. This means a member may choose not to put a representative on the Board, and, as such, the size of the Board may or may not equal the size of the membership. Accordingly, the organization has a two-tiered governance model, meaning that some decisions are allocated to members and others to the Board of Directors. For example, the members and not the Board have the power to approve the dues schedule, and amend the bylaws, membership agreement, and certificate of incorporation.”

“The Form 990 was reviewed by the Executive Committee, Finance Committee, full Board of Directors, Executive Director, an outside accountant, and counsel.”

“The Organizations Conflict of Interest Policy (Policy) requires all Covered Persons to assess for possible covered transactions on an ongoing basis and, if they become aware of a possible conflict, to promptly disclose it in accordance with the Policy. In addition, annually, Directors are required to complete a conflict-of-interest disclosure form. In accordance with the Policy, the Board, any committee thereof, and the Executive Director review disclosures of covered transactions to determine if they meet the standard for approval; maintain documentation as may be necessary and appropriate to document the review of Form 990, Part VI, covered transactions; and, in the case of a committee or the Executive Director, report to the Board on any covered transaction approved in accordance with the Policy.”

“To determine the Executive Directors compensation, the Executive Committee of the Board conducts a performance review of the Executive Director and, in consultation with the Finance Committee, reviews comparability data and information from similar organizations from IRS Form 990s; a comprehensive non-profit compensation report; and other benchmarking information. This decision is documented contemporaneously in writing. The full Board is apprised of the Executive Committees review and determination and votes on the Organizations annual budget, including the Executive Directors compensation. The Executive Director, who is an ex officio, non-voting member of the Executive Committee and the Board recuses himself from all discussions relating to his compensation.”

“The Organization does not have any other compensated officers or key employees. The Executive Director conducts an annual performance review of other employees and makes a compensation determination. This determination is presented to the full Board as part of its annual review and approval of Organizations budget.”

“The Organizations governing documents (bylaws and membership agreement), Form 990s, audited financial statements, and conflict-of-interest policy are available on its website. Its Form 1023 is available upon request.”