National Student Clearinghouse

“Executive committee: when the board of directors is not in session, the executive committee shall have and may exercise all of the powers of the board of directors, except to the extent, if any, that such authority shall be limited by resolution of the entire board of directors; provided, however, that neither the executive committee nor any other committee shall have the power to amend the articles of incorporation or these bylaws of the corporation, or to elect or remove any director or officer, or to amend or repeal any resolution of the board of directors (or committee thereof) unless by its terms such resolution may be amended or repealed.”

“Effective june 2021, national student clearinghouse amended its bylaws for the following significant changes: - providing that in all cases the amendment or repeal of, or adoption of new, articles of incorporation, shall be by affirmative vote of more than 2/3 of the directors then in office. - limiting board terms to no more than three terms, and providing that election to a third term shall require an affirmative vote of more than 2/3 of the directors then in office. - updating provisions regarding removal of directors, board chair and vice-chair, and for filling vacancies that result from such resignation or removal.”

“Form 990 review process: form 990 is prepared by an independent accounting firm and reviewed by management. In accordance with nsc's policy, a complete form 990 is presented to the full board of directors for review. Form 990 is reviewed by all members of the board prior to the submission of the form to the internal revenue service.”

“Conflict of interest policy: board members are provided with the conflict of interest policy on an annual basis and required to complete a form acknowledging the policy and disclosing any conflicts. The policy includes a requirement that any new conflicts that may arise during the course of the year be reported to the chairman of the board. Procedures for evaluating potential conflicts are incorporated in the policy. Any director who may be involved in a national student clearinghouse business transaction in which there is a possible conflict of interest shall promptly notify the chairman of the board. The chairman, or at the direction of the chairman, the president of national student clearinghouse shall promptly inform the entire board of such potential conflict. The affected director shall not vote on any such transaction, participate in deliberations concerning it, or use personal influence in any way in the matter. The director will be excused from the portion of any meeting discussing the transaction and the director's presence may not be counted in determining the quorum for any vote with respect to national student clearinghouse business transaction in which he or she has a possible conflict of interest. Furthermore, the director, or the chairman in the director's absence, shall note a potential conflict of interest to the other directors before any vote on national student clearinghouse business transaction and such disclosure shall be recorded in the minutes of the meeting at which it was made. In the event of potential conflict involves the chairman of the board, the vice chairman shall act in the place of the chairman for the purposes of this policy. Any board of directors shall not approve any transaction which involves a potential conflict of interest with a director unless and until the board of directors has specifically and in good faith determined after reasonable investigation (including a review of the terms upon which other comparable organizations enter transactions or arrangements similar to the one under consideration) that: a. The board is aware of all material facts concerning the transaction and the director or officer's interest in the transaction; b. National student clearinghouse is entering into the transaction for its own benefit; c. The transaction is fair and reasonable as to national student clearinghouse; d. National student clearinghouse could not have obtained a more advantageous arrangement with reasonable effort under the circumstances. Management shall be responsible for providing the board with sufficient information so that the board can assess the fairness and reasonableness of the compensation involved.”

“Process for determining compensation: the board of directors conducts an independent outside compensation analysis for the ceo each year that is used to monitor the appropriateness of his compensation. A similar process is completed by the chief people officer for the other executives. Periodically, nsc hires an outside firm to conduct a compensation analysis for the non-executive employee positions. Another firm that completes our affirmative action plan also compares compensation among ethnicity and gender to assess fairness. At merit increase time, the chief people officer does a review of compensation by workgroup to determine whether any adjustments are required to bring people with like positions and experience to a comparable compensation level. The board approves the compensation of the ceo and other officers. Deliberations and decisions are documented contemporaneously in the minutes of the board of directors. A group of independent persons who serve on the board of directors evaluate external compensation data from comparable institutions, discuss their review, and contemporaneously document their conclusion that the total compensation paid to such persons is reasonable.”

“Governing documents available to the public: governing documents, including the conflict of interest policy, are available to the public by request to the corporate secretary. Financial statements are available to participants in our services under the terms of our contracts with them and to individuals by request to the treasurer.”

“Forms w-3: nsc reported issuing 369 forms w2 on its 2020 form w3; however, of this amount, 72 employees were assigned to work for nsc research center, a related entity.”