National Public Radio Inc

“Npr's board of directors ("npr board") may, upon the recommendation of the chair and by resolution passed by the affirmative vote of the majority of directors present at a meeting at which a quorum is present, designate an executive committee. The executive committee shall consist of the chair, vice-chair, president, and chairs of each of the additional committees and bodies designated by the npr board (excluding any chairs who are not directors of the npr board), and other directors appointed by the chair, subject to approval by a majority of the directors present at a meeting at which a quorum is present. If designated, the executive committee shall meet at the call of the chair or of at least three members of the executive committee. The executive committee shall oversee npr's operations and activities between meetings of the npr board, including having and exercising the authority of the npr board in the management of npr. The executive committee shall no later than ten days before the next meeting of the npr board report to the entire npr board any actions it takes exercising that authority. The executive committee may not authorize distributions; approve or recommend to members dissolution, merger, or the sale, pledge or transfer of substantially of the npr's assets; elect, appoint or remove directors or fill vacancies on the npr board or on any of its committees; or adopt, amend or repeal npr's articles of incorporation or bylaws.”

“Entities independently licensing and operating public radio stations become members of npr by meeting certain requirements and paying core fees to npr. In exchange, members may vote to elect certain representatives to the npr board of directors. Members benefit from member-only services as well as broadcast and digital rights negotiated on their behalf.”

“National public radio, inc. ("npr") is governed by a 23-member board of directors ("npr board") which consists of 12 individual member station managers who are elected by their fellow npr members, and 11 other directors, including: npr's president & chief executive officer, the chair of the npr foundation board of trustees, and nine prominent members of the public elected by the npr board and confirmed by npr's members.”

“Npr's irs forms 990 and 990-t are prepared by an independent accounting firm and are reviewed by npr's finance division. The forms 990 and 990-t are also reviewed by npr's office of general counsel and by key members of npr's executive and senior leadership. The final versions of both documents are made available for review to all members of npr's board prior to filing with the irs.”

“Npr regularly monitors and surveys members of the npr board and npr officers to identify possible conflicts of interest. Npr's chief legal officer, general counsel, and secretary ("npr general counsel") is authorized, with the approval of the npr board chair, to seek from the npr's directors and officers such information as to potential conflicts of interest, nonpublic corporate information, and gratuities as they deem appropriate, including periodic disclosure of information about the interests of npr's directors and officers which could lead to conflicts of interest. Regarding actual or apparent conflicts of interest for an npr director, a director, (a) refrains from any use of their position as a director that is motivated by, or gives the appearance of being motivated by, the desire for gain for the director or for another person or organization with which they are associated, and (b) disqualify themselves from formal or informal discussions with directors or participation in any decisions which pose a conflict of interest or the appearance of a conflict of interest. If such disqualification is necessary, the director informs the npr board chair of that disqualification, and if the director has not already done so, the npr board chair, as soon as possible thereafter, informs the other directors and npr's general counsel of such disqualification. In certain circumstances, the director may request, in writing and directed to npr's general counsel, that a disclosure be treated as confidential. If there is any question as to whether there is a conflict of interest, the director or npr board requests a written opinion from npr's general counsel regarding the propriety of the director's involvement. After consulting with npr's general counsel, the npr board chair moves that the npr board vote such corrective actions as may be necessary or appropriate to remedy any violation of the npr's board's conflict of interest policy as determined by the npr board. Such motions are be made at the npr board chair's initiative or at the request of any director. Conflicts of interest involving officers are addressed in a similar manner.”

“Npr seeks to ensure that the compensation is reasonable under section 4958 of the internal revenue code of 1986, as amended, and represents the fair market value for services rendered. Npr routinely utilizes benchmark studies and independent review of market compensation data from both nonprofit and media organizations, prepared by compensation consultants, at the time of employee hiring or when special compensation adjustments are awarded. Npr sets compensation within the range of the going market rate. No individual having a conflict of interest under npr's conflict of interest policy is permitted to participate in the review of the decision-making process. Npr maintains all records regarding compensation. The last compensation review took place in june 2024.”

“Npr's consolidated financial statement, which includes the balances, activities, and information about npr, are posted and available for download on https://www.npr.org/about-npr/xxx-xx-xxxx/public-radio-finances. Npr's forms 990 and 990-t are also posted and available for download on the same website. Articles of incorporation and the conflict of interest policy are available upon request.”

“Npr continues to consider its options regarding a joint venture policy. In the meantime, key npr divisions involved in the decision-making process for new joint ventures have been educated and fully understand the requirements necessary of an exempt organization to safeguard its exemption status while participating in any business relationships.”

“The following individuals ceased being national public radio, inc. ("npr") officers on november 20, 2020, when the npr board of directors passed a resolution limiting the number of corporate officers: mr. Beach, ms. Foxwell, and mr. Sucherman. None of these individuals satisfied the irs' key employee definition after they ceased being npr officers but they remained employed by npr in fy24.”