American Society of Association Executives

“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.”

“Regular membership. Regular voting membership is limited to qualified individuals who pay applicable dues established by the board of directors and meet the criteria for one of the following classes of regular voting membership: (a) chief executive (b) professional staff (c) industry partner (d) consultant non-voting memberships. The board of directors may establish other membership classes that have no vote and that are ineligible to serve as directors or officers. Life and honorary membership. Life and honorary membership without voting rights may be conferred upon individuals under terms the board of directors determines.”

“Four candidates for director-at-large (plus one more when an industry partner board seat is open) and one candidate for secretary-treasurer are nominated by the leadership committee each year. The membership is given at least 30 days to provide additional nominations, which must be supported by a written petition signed by at least 2-1/2 percent of voting members of asae. If there are nominees by petition, the leadership committee submits a ballot to the voting members at least 60 days before the end of the fiscal year identifying those nominated by the committee and those nominated by petition. If there are no nominees by petition, the nominees of the leadership committee are automatically elected. Members of the leadership committee are appointed by asae's chairman, with the approval of the board of directors.”

“Asae's bylaws are amended by the board of directors upon a two-thirds vote, provided 60 days' advance notice is provided to the regular voting members, and is included in an asae membership publication, such as associations now magazine. Members may also vote on other matters presented to the membership by the board of directors.”

“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 used to communicate with and 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.' such 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 refer the matter 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 or 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 from his/her”

“Asae & the foundation'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 viewed periodically to ensure that it continues to be aligned with asae & the foundation'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 & the foundation in magnitude, complexity, and scope of responsibility, and they are representative of the various markets in which asae & the foundation compete 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 asae & the foundation'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”

“Some governing documents are available on the website - asae 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.”

“Financial services 164,357. Hr services 262,089. Business services 1,354. It services 454,094. Public policy services 143,961. Communications 5,764. Marketing services 92,671. Diversity services 33,139. Innovation services 12,613. Web services 134,460. Editorial services 202,784. Design services 687,946. International services 267,100. Cae services 98,575. Membership services 139,004. Education services 346,960. Misc. Professional fees 24,210. Sponsorship services 18,209. Commission fees 744,794. Honoraria 334,062. Gratuities 16,936.”

“Equity in subsidiaries 829,000. Pass-through from k-1 -1,299,246.”

“The audit oversight process, which has not changed from the prior year, is as follows: the audit process is under the oversight of the audit committee, which is a subcommittee of the board and may include (if/as needed) a member at-large with relevant expertise. The committee is responsible for the selection and selection process of independent auditors, meeting with the audit team both with and without staff present prior to the audit for scope and planning and post audit to review the report and relevant communications. The audit is presented in person by the independent auditor to the board with any audit committee recommendations.”