National Association of Secondary

“The executive committee shall assist the board of directors in its oversight responsibilities by exercising the full powers and authority of the board in the management of the business of the association in between regular board meetings and in reviewing and making recommendations to the full board as to fair and reasonable compensation levels. The executive committee shall not have the power or authority to: - fill vacancies on the board of directors - adopt, amend, or repeal the bylaws - act on matters committed by the bylaws or resolution of the board of directors to another committee of this board - act on matters pertaining to the acquisition, sale, mortgage, or pledge of real property the executive committee shall consist of the president, president-elect, immediate past-president, treasurer, and the chairs of the audit committee, governance committee, and programs and services committee. The chief executive officer and the immediate past-president shall both serve as a non-voting member of the committee.”

“Active: an active member is a principal or assistant principal of a secondary (middle level/high) school who oversees the instructional program and supervises instructional staff. During the annual business meeting, active members in good standing have the right to vote on those extraordinary actions requiring member approval pursuant to the act. Voting on all other matters is expressly reserved for the board of directors. Associate: associate members shall consist of persons, institutions, or other entities that do not meet the criteria for active membership. Life members: life membership may be conferred by the board of directors and provides an individual with all of the privileges of an active member, except the ability to become an officer or director.”

“There shall be an annual business meeting of the members during the association's annual conference or upon such date, time, and place as the board shall determine. Written notice of the annual buiness meeting shall be given at least 30 days prior to the meeting. During the annual business meeting, voting members shall have the right to vote on those extraordinary actions requiring member approval pursuant to the act. Voting on all other matters is expressly reserved for the board of directors.”

“The form 990 and all information on schedule b and all required schedules are provided to the members of the finance committee for a first review. Upon review and approval of the finance committee, the form 990, all information on schedule b, and all required schedules are provided to the board for review and approval prior to filing with the irs.”

“The conflict of interest policy is designed to help directors, officers, and employees of the national association of secondary school principals (nassp) identify situations that present potential conflicts of interest and to provide nassp with a procedure that, if observed, will allow a transaction to be treated as valid and binding even though a director, officer, or employee has or may have conflict of interest with respect to the transaction. In the event there is an inconsistency between the requirements and procedures prescribed herein and those in federal or state law, the law shall control. All capitalized terms are defined in part 2 of this policy. Additionally, any person who has served or is serving as an officer or director shall not solicit business from or enter into any agreement or contract with nassp for a period of one year after the conclusion of his or her service as an officer or director of the association. Each responsible person shall annually complete a disclosure form identifying any relationships, positions, or circumstances in which the responsible person is involved that he or she believes could contribute to a conflict of interest arising. Such relationships, positions or circumstances might include service as a director of or consultant to a not-for-profit organization, or ownership of a business that might provide goods or services to nassp. Any such information regarding business interests of a responsible person or a family member shall be treated as confidential and shall generally be made available only to the chair, the executive director, and any committee appointed to address conflicts of interest, except to the extent additional disclosure is necessary in connection with the implementation of this policy. A person who has a conflict of interest shall not participate in or be permitted to hear the board's or committee's discussion of the matter except to disclose material facts and to respond to questions. Such person shall not attempt to exert his or her personal influence with respect to the matter, either at or outside the meeting. A person who has a conflict of interest with respect to a contract or transaction that will be voted on at a meeting shall not be counted in determining the presence of a quorum for purposes of the vote. The person having a conflict of interest may not vote on the contract or transaction and shall not be present in the meeting room when the vote is taken, unless the vote is by secret ballot. Such person's ineligibility to vote shall be reflected in the minutes of the meeting.”

“The board of directors will conduct an annual evaluation of the chief executive officer. Such evaluation will be based on the extent to which the chief executive director has addressed the board's stated goals and objectives as specified in its strategic plan. In this process, the board will also review the staff's workplan as related to each goal and objective which includes specific timelines and measurable outcomes. Compensation decisions are made by the chief executive officer. Periodic salary comparisons are performed to ensure staff compensation is in line with other associations of similar size and scope. The executive committee conducts a compensation comparability analysis for the ceo position prior to executing an initial or renewal contract. This analysis includes an independent review and contemporaneous substantiation of the deliberation and decision. There is a 3rd party comp study that takes place during the last year of the contract period for the incumbent ceo. The process described here was last completed in 2023.”

“The organization's governing documents, conflict of interest policy, and financial statements are available upon request.”

“Contract services: program service expenses 1,259,635. Management and general expenses 1,003,772. Fundraising expenses 0. Total expenses 2,263,407. State rebates: program service expenses 94,750. Management and general expenses 75,504. Fundraising expenses 0. Total expenses 170,254.”