National Institute for Labor

“Per its bylaws, the institute has an executive committee (ec) composed of the chairman and vice chairman of the board of directors, the president (who is also a director), and up to 2 additional directors elected by the board, for a total of up to 5 voting members. Under the bylaws, the ec exercises board authority to the fullest extent permitted by law in between meetings of the full board.”

“Cornell gethmann, erik hanson, sandra crandall, timothy mcconville, and mark mix (business relationship). Don loos, mark mix, sandra crandall, william duross, and victor senese (business relationship).”

“The institute has one class of members, who have the right to elect 5 individuals to the board of directors. Under virginia law, members may also be entitled to vote on certain amendments to the articles of incorporation or whether to dissolve the corporation.”

“See explanation to form 990, part vi, section a, line 6.”

“See explanation to form 990, part vi, section a, line 6.”

“The executive vice president reviews form 990 as prepared by the institute's outside cpas in consultation with the director of accounting and corporate counsel. Form 990 is filed after the executive vice president gives his final approval.”

“The institute's conflict of interest policy applies to officers and directors. The policy is monitored and enforced annually by requiring each officer and director to certify, in writing, that he or she has received a copy of the policy, has read and understands the policy, and will comply with the policy. Conflicts are expected to be disclosed to the board (or executive committee) prior to board (or executive committee) action on a transaction, and those with conflicts are expected to recuse themselves from deliberations and voting. A transaction may be authorized, approved, or ratified: (1) upon a majority vote of the board (or executive committee) members without a conflict; (2) if it is fair to the institute; and (3) if it is not an "excess benefit transaction or a "private inurement" transaction. The president or the executive vice president, not having a conflict, may authorize, approve, or ratify a transaction involving an officer who is not also a board member.”

“Each year, the executive committee, minus any members with a conflict of interest, reviews the executive vice president's compensation, receiving and relying on a report that includes appropriate data as to comparability. The executive committee then determines the executive vice president's compensation that will be in effect until the next annual review, adopting a resolution approving the action taken. The resolution is included in the executive committee minutes for the meeting at which the review took place, and those minutes are reviewed and approved at the executive committee's next regularly scheduled meeting. Records documenting this process are kept, and the executive vice president's compensation is reflected on the organization's annual form 990 filing, as required.”

“The institute makes its audited financial statements available to the public upon request. It makes its governing documents and conflict of interest policy available to the public if and to the extent legally required to do so.”

“The institute declines to provide specific identifying information on its donors on the grounds that such disclosure may chill the donors' first amendment right to associate in private with the institute. Naacp v. Alabama, 357 u.s. 449 (1958); international union uaw v. National right to work, 590 f. 2d 1139, 1152 (d.c. Cir. 1978). While the other required information is being provided on schedule b, actual identities have been protected by assigning a letter to each donor listed.”