Tax Executives Institute Inc

“Membership section 1. Membership shall be open to persons not engaged in public tax practice who are employed by corporations and other businesses in an executive, administrative, or managerial capacity and who meet the following qualifications: (1)in an organization having an integrated separate tax department, the head of that department and any other persons the department head shall designate, providing their work consists principally of administering taxes on an executive or management level. (2)in an organization having a nonintegrated tax department where the tax function may be divided between the legal, accounting, or other departments, those persons who devote their principal time to the tax functions or whose principal responsibilities are the handling of the tax functions in their respective departments at an executive, administrative or management level, and any others whom such persons shall designate, providing their work consists principally of administering taxes on an executive or management level. (3)in an organization having neither an integrated, separate tax department nor any person on an executive or management level whose full time is devoted to the tax function, those persons charged with the responsibility of administering the tax affairs of the organization on an executive or management level.”

“Article ii, section 4 of the institute's by-laws provides that each of the tei chapters "shall have the right, once every two years, to elect a director (chapter representative) to a two-year term [on the institute board of directors]. The terms of office with respect to directors from the chapters shall be staggered so that the number of directors elected from the chapters each year shall be one-half of the number of chapters of the institute.". In respect of the four senior officers and nine regional vice presidents, article v, section 2 of the by-laws provides that each year, the institute's nominating committee "shall make nominations for officers, except that the senior vice president shall automatically succeed to the office of president at the next annual meeting of members by operation of these by-laws." under sections 3 and 5 of that article, if no other nominations are made by 25 or more members within the prescribed time period, the officers are deemed elected by operation of the by-laws. If there are other nominations, the names are placed on the ballot for selection by the membership. In respect of past presidents, article ii, section 5 provides that "past presidents of the institute who remain in good standing and consent to serve shall be nominated to serve on the board for up to three consecutive one-year terms following their service as president. In addition, all qualifying past presidents who served on the board as of the 2006 annual meeting of members shall be nominated to serve on the board as long as they continue their membership and consent to serve as directors." the names of those qualifying past presidents are placed on the ballot for election by the members.”

“Article x of the institute's by-laws provides that amendments to the by-laws must be approved by the membership. In addition, under new york law, directors elected by the membership (or by a class of members) may only be removed by vote of those members or class of members. New york law also requires the membership to approve mergers or consolidations and dissolution of the corporation.”

“Once tate and tryon has completed the form 990 preparation, a copy is sent to tei's management for approval. One of the institute's four senior officers reviews the return after management has approved it. The return is provided to the board prior to filing.”

“The governing board is asked to sign the conflict of interest forms each year and tei follows up several times to ensure that the forms are received.”

“The process includes all of these elements: - review and approval by the institute's executive committee; - use of data as to comparable compensation; and - contemporaneous documentation and recordkeeping 1.development of recommendations. The executive director develops recommendations with respect to all members of the staff other than himself or herself, and forwards them to the institute's current and incoming presidents for review and discussion. Those recommendations are then referred to the institute's executive committee for review and approval. The current and incoming presidents develop a recommendation with respect to the executive director. 2.review and approval. The recommendations referred to in item 1 are reviewed, adjusted, and approved by the executive committee, with the executive director not being involved in a discussion of his or her own compensation; the recommendation in respect of the executive director is reviewed and approved by the full board of directors. Hence, persons with conflicts of interest with respect to the compensation arrangements at issue are not involved in this review and approval. 3.use of data as to comparable compensation. The compensation of all staff members are reviewed and approved using data on comparable compensation for similarly qualified persons in functionally comparable positions at similarly situated organizations. Among the sources of such comparable information is the asae's association compensation and benefits survey. 4.contemporaneous documentation and record keeping. There is contemporaneous documentation and recordkeeping with respect to the deliberations and decisions regarding the compensation arrangement.”

“Governing documents are posted on the website. Financial statements are posted on the website on an annual basis.”

“Chapter foreign currency variance -21,662. Foreign currency exchange 17,796.”

“The process for review has not changed from the prior year.”