Asae Research Foundation

“ASAE has an executive committee, which consists of the officers of ASAE and the Chairman of ASAE Business Services, Inc. It may act in the place of the board of directors when authority is designated by the board or in emergency matters where executive committee action is temporary and subject to ratification by the board.”

“Foundation directors other than ex-officio Directors are nominated by the Leadership Committee of the American Society of Association Executives (ASAE) and elected by the Board of Directors of ASAE.”

“The approval of the American Society of Association Executives (ASAE) Board of Directors is required, should The Foundation wish to separate from ASAE or take major steps toward such separation.”

“The 990 returns are prepared by the 3rd party preparer working with the CFO and Director of Finance. Once the CFO is comfortable with the completeness and accuracy of the document, it is provided to the CEO for review and is uploaded into a secure restricted software application that is used to distribute board materials for a period of not less than 5 days prior to filing. Board members are notified that this document is available, for how long and when the return will be filed. The return will be filed as presented if no further adjustments are warranted. The board will receive notification of any additional changes prior to filing. The return is then signed by the CEO and filed appropriately.”

“Each Board Member and Executive Staff Member is required to annually complete and submit a Disclosure Form detailing any such 'other interests.' The individual also must update the Disclosure Form if any material changes or additions to the submitted information arise during the course of the year. A checklist is maintained and follow up is done until all forms are returned. Once all forms are received, the CEO reviews the disclosures. Any affirmative response deemed unusual or which may appear to constitute an actual, potential or apparent conflict of interest is referred to the Audit committee for determination. The Audit Committee may seek the guidance of counsel and make such determination without the presence of the individual whose involvement in such transaction or relationship is under consideration. The Audit Committee may conclude that this determination should be made by the full Board of Directors of ASAE, The Foundation, or ABSI, and the matter shall be referred to the appropriate Board (with or without a recommendation from the Audit Committee) for its consideration, deliberation and resolution, with the assistance of legal counsel and without the presence of the individual whose involvement in such transaction or relationship is under consideration. The appropriate Board shall have final authority over the resolution of all conflict of interest matters involving the members of such Board. If the Audit Committee believes that a particular relationship or transaction may represent an actual, potential or apparent conflict of interest, it shall first request additional information from the individual in question detailing the nature of the relationship or transaction. When evaluating whether a particular transaction or relationship constitutes an actual, potential or apparent conflict of interest, the Audit Committee shall consider the following (non-exhaustive) factors: --Abusing one's role for personal or third-party gain or pleasure (including, but not limited to, the solicitation or acceptance of gifts or other items of value or indirect inducement to provide special treatment on organization matters.) -- Placing one's own self-interest, the interest of one's company, organization or another entity for which the individual serves in a leadership, employment, or ownership capacity, or the interest of any third party above that of ASAE, The Foundation, or ABSI. -- Engaging in any outside business, professional, or other activities that would directly or indirectly materially adversely affect ASAE, The Foundation, or ABSI. --Providing goods or services to ASAE, The Foundation, or ABSI as a paid vendor. If the Audit Committee determines that a particular relationship or transaction represents an actual, potential or apparent conflict of interest, it (or the appropriate Board, if the matter has been referred to the Board) shall resolve such actual, potential or apparent conflict in one of the following manners: (1) Waive the actual, potential or apparent conflict as unlikely to affect the individual's ability to act in the best interests of the organization; (2) Determine that the individual should be recused from all deliberations and decision-making related to the particular transaction which gives rise to the actual, potential or apparent conflict. This resolution should apply particularly when the transaction or relationship is one that presents a conflict only with respect to one or two discrete programs or activities. For example, if an individual Board member also works for a company that produces an educational program that competes with one or two discrete programs of ASAE, The Foundation, or ABSI, the Audit Committee or relevant Board may determine that the Board member should be recused from all deliberations and voting related to such program(s) (both at the outset and on an ongoing basis), but that the Board member need not resign his/her seat on the Board. (3) Determine that the individual must resign”

“The Foundation is staffed by ASAE employees. ASAE's compensation policy is defined in its board policy manual, and consists of the following: President & CEO Performance Evaluation and Compensation: This responsibility is vested with the ASAE Board of Directors. The ASAE Board of Directors is charged with ensuring that the annual evaluation is conducted and compensation established. A Compensation Committee consisting of the Immediate Past Chairman of the Board, Chairman of the Board, the secretary/treasurer, and Chairman-Elect will recommend compensation levels to the ASAE Board of Directors. In addition, the President and CEO's annual objectives are approved by the ASAE Board of Directors. It is these agreed upon objectives that are used to evaluate performance each year. CEO Compensation Philosophy The compensation package, viewed as a whole, should promote performance-based results linked to the achievement of ASAE & The Foundation's mission and strategic goals. The compensation program should encourage an entrepreneurial and member service environment in collaboration with the volunteer leadership to determine, guide, and oversee the execution of ASAE & The Foundation's strategic goals and mission. Given the unique set of skills needed to accomplish the mission and goals set forth above, the total compensation -- direct and indirect -- should be targeted above the market median, yet be demonstrably reasonable relative to the total compensation offered by organizations comparable to ASAE & The Foundation. The compensation philosophy should be reviewed periodically to ensure that it continues to be aligned with ASAE's strategic direction and financial limits and continues to be both reasonable and competitive. CEO Compensation Practices The ASAE & The Foundation compensation program is targeted to provide competitive total compensation levels (including both annual cash compensation and supplemental benefits) for highly competitive performance. Compensation is benchmarked against data developed by independent consultants using surveys comprised of organizations with similar individual membership and general non-profit organizations, both regional and national. These organizations are similar to ASAE in magnitude, complexity, and scope of responsibility, and they are representative of the various markets in which ASAE competes for talent. Total cash compensation is targeted at the competitive range of 85% - 115% of the 75th percentile of developed market rates, depending on tenure and experience of the CEO. Consistent with this strategy, the following principles provide a framework for the organization's executive compensation program: -- Total annual cash compensation (consisting of base pay and a variable, at-risk incentive) is positioned at 85% - 115% of the 75th percentile of developed market rates; -- The mix of total compensation elements will reflect competitive market requirements and strategic business needs; -- Compensation is linked to both qualitative and behavioral expectations, and key operational and strategic metrics; and -- Compensation will be differentiated on the following basis: base pay - on relative responsibility; annual incentives - on performance; and supplemental benefits - on long-term performance. Base pay -- determined by individual performance and comparisons to similar positions in individual membership and general non-profit organizations. Pay is established based on job responsibility, level of experience, individual contribution to the business, analyses of competitive industry practice and various other qualitative and quantitative performance factors. Annual Incentive -- the target annual incentive amount is determined based on the market practices of the comparator group as described above. The annual incentive award is based on the achievement of predetermined financial, strategic, business, and individual goals. The primary quantitative factors reviewed by the Board of Directors includ”

“Some governing documents are available on the website - Foundation Bylaws, Strategic Framework - what we do and our promise, Code of Conduct and Board Contact information. The Conflict of Interest Policy is currently not posted, but provided as a sample document upon request. Public inspection copies of the 990 are provided upon request.”

“RESEARCH: Program service expenses 128,562. Management and general expenses 0. Fundraising expenses 0. Total expenses 128,562. PEER REVIEW: Program service expenses 47,212. Management and general expenses 0. Fundraising expenses 0. Total expenses 47,212. GOVERNANCE: Program service expenses 29,750. Management and general expenses 0. Fundraising expenses 0. Total expenses 29,750. MEMBERSHIP: Program service expenses 23,000. Management and general expenses 0. Fundraising expenses 0. Total expenses 23,000. KNOWLEDGE MANAGEMENT: Program service expenses 30,756. Management and general expenses 0. Fundraising expenses 0. Total expenses 30,756. OTHER PROFESSIONAL FEES: Program service expenses 134,500. Management and general expenses 0. Fundraising expenses 3,741. Total expenses 138,241.”

“Pass-through income from k-1s -103,219.”

“The audit oversight process has remained unchanged from the prior year.”