United States Naval Institute

“Members vote for the board of directors. The institute shall have members, life members, golden life members, and honorary members and other such memberships that the board of directors may approve from time to time. Membership, life membership, and golden life membership shall be open to all u.s. And foreign citizens who are interested in the mission of the institute.”

“The members vote for the board of directors on an annual basis.”

“In addition to electing the board of directors on an annual basis, members must approve an amendment to the constitution or bylaws.”

“The form 990 is completed on an annual basis with draft copies being provided to the audit committee of the governing board as well as the ceo of the organization. The ceo reviews the form 990 with the chief financial officer and solicits any changes from the audit committee of the governing board. Once all the necessary changes are made and the ceo and the audit committee of the governing board are in agreement on the finished form 990, it will be signed by the cfo, dated and submitted by the filing deadline. A final copy of the approved form 990 will be provided to all officers and directors before the return is filed.”

“Any director, officer, member of a committee with board-delegated powers, or key employee is an interested person and is covered by the conflict of interest policy. The members of the board of directors sign the conflict of interest statement annually. In connection with any actual or possible conflicts of interest, an interested person must disclose the existence of his or her financial interest, the nature of such interest, and all material facts to the board of directors of the institute or to any special committees with board delegated powers considering the proposed transaction or arrangement. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, the interested person shall excuse himself or herself from the board or committee meeting while the determination of whether a conflict of interest exists is discussed and voted upon. The remaining board or committee members shall determine whether a conflict of interest exists. An interested person may make a presentation at the board or committee meeting, but after such presentation, the interested person shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the possible conflict of interest. The board or the committee shall undertake, or appoint a disinterested person or committee to undertake, an appropriate due diligence investigation, including an analysis of all material facts related to the possible conflict of interest, collection of data on comparable arrangements or transactions, and the development and investigation of alternatives to the proposed transaction or arrangement. After exercising due diligence, the board or committee shall determine whether the institute can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the institute's best interest and for its own benefit and charitable purposes and whether the transaction is fair and reasonable to the institute, and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determinations. The minutes of the board and any special committee with board-delegated powers shall contain the following: the names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the decision of the board or committee as to whether a conflict of interest exists. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection therewith.”

“Ceo compensation is set by the board of directors with advice from the board compensation committee. The ceo's employment contract typically runs two to three years in length. Approximately six-ten months before the end of the contract term, the compensation committee reviews the ceo's contract and considers performance and mission attainment. The committee then conducts a comparative salary review for similar positions and organizations. Professional legal counsel supports this process. Following completion of their work, the compensation committee then presents their recommendation to the full board for discussion and decision. The ceo, who is a member of the board, is recused from any board votes and discussion affecting ceo compensation. Annual bonuses are reviewed by and voted on by the board of directors. Again, the ceo, who is a member of the board, is recused from any board votes and discussion affecting the ceo bonus. The process described here was last completed in 2024.”

“Governing documents and financial statements are available to members on the website and all others upon request. The conflict of interest policy is available upon request.”

“Consulants: program service expenses 190,731. Management and general expenses 898,042. Fundraising expenses 0. Total expenses 1,088,773.”

“Minimum pension liability for legacy pension -8,146.”