The Moaa Foundation

“The chair of the board may create one or more committees, including, but not limited to, an executive committee, at the discretion of the chair. The executive committee, if any, may exercise the powers of the board, between meetings of the board, as permitted by the virginia nonprofit corporation act.”

“The military officers association of america is the sole member of the moaa foundation.”

“The military officers association of america elects the directors of the foundation.”

“The military officers association of america, as sole member, can vote on any matters affecting the foundation.”

“The moaa foundation board and finance committee will review the 990 tax return before it is filed. The finance and audit committee and the investment committee have merged to be the finance committee after the october 2024 board meeting.”

“Moaa conducts a four hour orientation program for all newly appointed board members. As part of this orientation, all newly appointed board members are briefed on their responsibilities as board members. This includes a briefing on their responsibilities to avoid transactions that might involve conflicts of interest. In addition, each board member is required to complete a conflict of interest questionnaire once each year to disclose any business or personal relationships that might result in a conflict of interests. The moaa general counsel personally reviews each board member's responses. The general counsel monitors matters coming before the board for action and ensures that board members with potential conflicts are recused and take no action on matters in which they have an interest. The general counsel also reviews all significant transactions and ensures board members are not involved in such matters. The general counsel reports any potential conflicts and the remedial action taken to the chairman of the board.”

“The process took place under moaa as employment relationship and payroll were managed by mother moaa (tax id53-0172821). The chairman of the board appoints a presidential assessment committee to evaluate the ceo's performance aligned with our strategic goals using data, input from the ceo, corporate officers and vice presidents, and board member feedback. Assessment committee relays its findings to the compensation committee which uses forms 990 from other military veteran non-profits; and salary survey data from the american society of association executives' (asae) association and compensation study, associations trends, the compensation report, among others, to determine fair and reasonable compensation for the president. Asae, for example, publishes an annual national compensation survey of professional associations that takes into account the scope and size of the association; type of industry; annual gross revenues and location of association headquarters. Compensation committee then meets and reviews comparability data; and recommends annual compensation to the entire board who deliberate, document, and approve the president's annual compensation. Minutes of both the compensation committee and closed board deliberations are documented. The process was last undertaken in 2024. For other officers, vice-presidents and key employees, human resources reviews competitive market analysis by an independent consultant (prm consulting) which determines the appropriate pay corridor for each position. Prm matches moaa position descriptions to the same or similar positions covered in the most relevant published pay surveys. Once matched, moaa is given a competitive corridor for each position. Performance evaluations are also used in determining compensation. Compensation committee then meets and reviews comparability data; and recommends percent increase to the personnel budget line to the entire board for deliberation and approval. Minutes of both the compensation committee and closed board deliberations are documented. Once approved, the president then determines compensation for other officers, vice-presidents and key employees within board guidelines and intent. The process was last undertaken in 2024.”

“The conflict of interest policy, and financial statements are made available upon request. The organization does not make their governing documents available upon request.”

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