National Foundation for Credit Counseling Inc.

“the board executive committee is responsible for conducting the business of, and has the power and authority to act on behalf of, the board in between the meetings of the board.”

“The nfcc bylaws provide, in relevant part, the following: classes. The foundation shall have one class of members in order to be a member an organization must: be tax exempt under section 501(c)(3) of the internal revenue code. Be duly qualified and existing under the laws of the district of columbia, or any states or territory of the united states of america. Provide financial counseling services and act in compliance with all applicable federal and state laws and regulations. Be accredited by the council on accreditation or have submitted application and initial payment. Comply with the nfcc's member quality standards.”

“The NFCC Bylaws provide, in relevant part: Article II, Section 7: Annual Meeting. The Annual Meeting of Members shall be held prior to November 1 of each year, and shall be for the purpose of electing Member-Representative Trustees to the Board, ratifying the election of At-Large Trustees to the Board, electing members of the Operating Committee, and for the transaction of such other business as may come before the meeting. Article III, Section 4: Election of At-Large Trustees. Except as otherwise set forth in this Article, nominees for At-Large Trustees shall be recommended to the Board by the Nominating Committee and shall be elected by a majority vote of the Board and subject to ratification by Members at the next Annual Meeting of Members. The slate of At-Large Trustees shall be distributed to Members at least fifteen (15) days prior to the Annual Meeting of Members. At the Annual Meeting of Members, Members shall be entitled to vote to ratify the election of At-Large Trustees by ballot listing the At-Large Trustees subject to ratification. Members may vote to ratify the election of At-Large Trustees or withhold their vote to ratify the election of At-Large Trustees either as a slate of At-Large Trustees or as individual At-Large Trustees. For purposes of Section 3 of this Article, the term of office for an At-Large Trustee shall begin at the conclusion of the Annual Meeting of Members at which the At-Large Trustee is ratified by Members. Section 5: Election of Member-Representative Trustees. Except as otherwise set forth in this Article, Member-Representative Trustees shall be elected by Members at the Annual Meeting of Members from a list of eligible candidates who have expressed their written intention to stand for election to the Secretary of the Operating Committee at least thirty (30) days prior to the Annual Meeting of Members. That list shall be distributed to Members at least fifteen (15) days prior to the Annual Meeting of Members. All eligible candidates shall appear on a single ballot, and the candidates receiving the highest total number of votes shall be elected to the open positions, respectively, for the term designated by this Article. To be an eligible candidate under this Section, a candidate must be the Voting Representative of a Member in Good Standing. Members of the Operating Committee are not eligible to be candidates for election as Member-Representative Trustees.”

“SEE LINE 7A.”

“The 990 is prepared and verified by staff, and then provided to the nfcc's finance committee for review and acceptance. The nfcc's treasurer, as chair of the finance committee, presents the form 990 to the board of trustees.”

“PLEASE NOTE THAT ALL TRUSTEES, OFFICERS and COMMITTEE MEMBERS ("INTERESTED PERSONS") ARE SUBJECT TO THE CONFLICT OF INTEREST POLICY AND ARE REQUIRED TO ANNUALLY AFFIRM HAVING RECEIVED, READ AND UNDERSTOOD THE POLICY AND HAVE AGREED TO COMPLY WITH THE POLICY. THE POLICY, IN RELEVANT PART, REQUIRES: DISCLOSURE REQUIREMENT. IN CONNECTION WITH ANY ACTUAL OR POSSIBLE CONFLICT, AN INTERESTED PERSON MUST DISCLOSE THE EXISTENCE OF THE FINANCIAL INTEREST AND BE GIVEN THE OPPORTUNITY TO DISCLOSE ALL MATERIAL FACTS TO THE TRUSTEES AND/OR COMMITTEE MEMBERS CONSIDERING THE PROPOSED TRANSACTION OR ARRANGEMENT. CONFLICT DETERMINATION BY BOARD. FOLLOWING FULL DISCLOSURE OF AN ACTUAL OR POSSIBLE CONFLICT, AND AFTER ANY DISCUSSION WITH THE INTERESTED PERSON, HE/SHE SHALL LEAVE THE BOARD OR COMMITTEE MEETING, AS THE CASE MAY BE, WHILE THE DETERMINATION OF A CONFLICT IS DISCUSSED AND VOTED UPON. THE REMAINING BOARD OR COMMITTEE MEMBERS SHALL DECIDE IF A CONFLICT EXISTS. THE POLICY FURTHER SPECIFIES THE PROCEDURE FOR ADDRESSING CONFLICTS THAT ARISE AND VIOLATIONS OF THE POLICY. PROCEDURES FOR ADDRESSING POSSIBLE CONFLICTS. (A) AN INTERESTED PERSON MAY MAKE A PRESENTATION AT THE BOARD OR COMMITTEE MEETING, BUT AFTER THE PRESENTATION, HE/SHE SHALL LEAVE THE MEETING DURING THE DISCUSSION OF, AND THE VOTE ON, THE TRANSACTION OR ARRANGEMENT INVOLVING THE ACTUAL OR POSSIBLE CONFLICT. (B) THE BOARD OR THE COMMITTEE, AS THE CASE MAY BE, MAY, IF APPROPRIATE, APPOINT ONE OR MORE DISINTERESTED PERSONS OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT. (C) AFTER EXERCISING DUE DILIGENCE, THE BOARD OR COMMITTEE, AS THE CASE MAY BE, WILL DETERMINE WHETHER THE NFCC CAN OBTAIN WITH REASONABLE EFFORTS A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT FROM A PERSON OR ENTITY THAT WOULD NOT GIVE RISE TO A CONFLICT. (D) If a more advantageous transaction or arrangement is not reasonably possible under the circumstances without producing a Conflict, the Board or the Committee, as the case may be, will determine, by a majority vote of the disinterested members, (i) whether the transaction or arrangement is in the NFCC's best interest for its own benefit, and (ii) whether its terms and conditions are fair and reasonable. In conformity with the above determinations, the Board or the Committee, as the case may be, will make its decision as to whether to authorize the NFCC to enter into the transaction or arrangement. Violations of the Conflicts of Interest Policy (a) If the Board or the Committee, as the case may be, has reasonable cause to believe a person has failed to disclose an actual or possible Conflict, it will inform the person of the basis for that belief and afford the person an opportunity to explain the alleged failure to disclose. (b) If, after hearing the person's response and making further investigation as warranted by the circumstances, the Board or the Committee, as the case may be, determines that the person has failed to disclose an actual or possible Conflict, it will take appropriate disciplinary and corrective action.”

“THE NATIONAL FOUNDATION FOR CREDIT COUNSELING'S BOARD OF TRUSTEES ENACTED THE FOLLOWING POLICY ON THE PROCESS OF DETERMINING COMPENSATION FOR THE NFCC'S PRESIDENT AND CHIEF EXECUTIVE OFFICER; AND OTHER OFFICERS AND KEY EMPLOYEES OF THE NFCC WHOSE COMPENSATION IS REQUIRED TO BE DISCLOSED ON FORM 990. THE PROCESS INCLUDES ALL OF THE FOLLOWING ELEMENTS: 1. REVIEW AND APPROVAL. (A) COMPENSATION OF THE PRESIDENT AND CHIEF EXECUTIVE OFFICER IS REVIEWED AND APPROVED BY THE NFCC'S PERSONNEL COMMITTEE, PROVIDED THAT PERSONS WITH CONFLICTS OF INTEREST WITH RESPECT TO THE COMPENSATION ARRANGEMENT AT ISSUE ARE NOT INVOLVED IN THIS REVIEW AND APPROVAL. (B) COMPENSATION OF THE OTHER OFFICERS AND KEY EMPLOYEES IS APPROVED BY THE PRESIDENT AND CHIEF EXECUTIVE OFFICER AND OVERALL STAFF COMPENSATION IS REVIEWED ON AN ANNUAL BASIS BY THE NFCC's BOARD OF TRUSTEES OR THE PERSONNEL COMMITTEE. 2. USE OF DATA AS TO COMPARABLE COMPENSATION. THE COMPENSATION OF THE PERSON IS REVIEWED AND APPROVED USING DATA AS TO COMPARABLE COMPENSATION FOR SIMILARLY QUALIFIED PERSONS IN FUNCTIONALLY COMPARABLE POSITIONS AT SIMILARLY SITUATED ORGANIZATIONS. 3. CONTEMPORANEOUS DOCUMENTATION AND RECORDKEEPING. THERE IS CONTEMPORANEOUS DOCUMENTATION AND RECORDKEEPING WITH RESPECT TO THE DELIBERATIONS AND DECISIONS REGARDING THE COMPENSATION ARRANGEMENT.”

“Nfcc does not make its governing documents, conflict of interest policy and financial statements available to the public.”

“contract services: Program service expenses 1,091,250. Management and general expenses 230,391. Fundraising expenses 3,733. Total expenses 1,325,374.”

“The audit oversight process has remained unchanged from the prior year.”