National Association of Telecommunications Officers and Advisors

“The members of the voting board shall consist of nine voting directors (one president, one president-elect, and seven directors) and one non-voting director (the immediate past president) all of whom must maintain status as a voting member of the association throughout the duration of their terms.”

“The board of directors shall have authority to appoint, at its option, and subject to the articles of the internal revenue code, additional ex-officio or advisory (non-voting) board members from organizations maintaining an affiliation with natoa under article ii hereof if the board determines that a formal organizational relationship in the form of a non-voting seat on the natoa board will support and advance the best interests of natoa. If the board determines the interests of natoa will be served by providing a voting seat on natoa's board to an affiliated organization, then such recommendations shall be submitted to the membership for approval. At no time will affiliate board voting seats authorized under this section be greater than four without an amendment to these bylaws.”

“The board shall develop, maintain, and update formal position and policy statements on telecom issues affecting local government, which shall be reviewed, and may be adopted or modified, by the membership. The board shall develop and maintain standards and requirements for certification of chapters, and shall have the authority to certify or decertify the chapter.”

“The 990 will be provided to the executive committee of the board prior to its filing. The 990 was reviewed by the cfo and ceo with the managing director finance and the controller.”

“With regard to any board deliberation, any officer or director who may have a conflict of interest, either real, potential or perceived, must disclose such conflict to the board at the onset of such deliberation. Any board member may raise a question of conflict of interest prior to or during consideration of an issue. The board shall determine the outcome of such question, and may restrict debate, voting, or both by a majority of the remaining directors present. If a person is so recused from consideration or voting on any issue, their presence shall not be counted except as part of the quorum requirements.”

“Compensation reviews are conducted annually. The executive director's review is conducted by the board of directors and uses a written review format. Other staff is evaluated by the executive director and deputy director using a written document that evaluates all areas of responsibility.”

“The forms 990 and 990-t are available upon request.”

“The engagement review process has remained unchanged from the prior year.”