American Council on Education

“The executive committee is made up of the Board Chair, Vice Chair, and Immediate past Chair, ACE President, Board secretary and four committee chairs. All committee members are on the governing board. The executive act on behalf of the whole board in matters relating to the president, including appointment and compensation.”

“THE COUNCIL HAS FOUR CLASSES OF VOTING MEMBERS: NATIONAL ASSOCIATION MEMBERS, INSTITUTIONAL MEMBERS, ORGANIZATIONAL MEMBERS, AND AFFILIATE MEMBERS. INSTITUTIONAL MEMBERS consist of colleges and universities, legally authorized to grant degrees, accredited by an agency recognized by the Council for Higher Education Accreditation or by an agency recognized by the Department of Education, upon recommendation of that agency by the President and approval by the Membership Committee, and meet the provisions of below, as approved by the Board of Directors. Each Institutional Member shall be entitled to one delegate and, through that delegate, may cast one vote at Council meetings. ORGANIZATION MEMBERS include: 1. Nonprofit organizations primarily concerned with higher education and whose membership is restricted by local, state, or regional boundaries or other considerations as approved by the Board of Directors. 2. Nonprofit organizations principally engaged in elementary or secondary education and which are local, state, regional, or national in scope, as approved by the Board of Directors. Each Organization Member shall be entitled to one delegate and, through that delegate, may cast one vote at Council meetings. AFFILIATE MEMBERS CONSIST OF THOSE COLLEGES, UNIVERSITIES, AND OTHER POSTSECONDARY INSTITUTIONS THAT OFFER DEGREES, ARE CANDIDATES FOR ACCREDITATION BY AN AGENCY RECOGNIZED BY THE COUNCIL FOR HIGHER EDUCATION ACCREDITATION OR BY AN AGENCY RECOGNIZED BY THE DEPARTMENT OF EDUCATION, UPON RECOMMENDATION OF THAT AGENCY BY THE PRESIDENT AND APPROVAL BY THE MEMBERSHIP COMMITTEE, AND MEET OTHER PROVISIONS IN ACE'S BY-LAWS, AS APPROVED BY THE BOARD OF DIRECTORS. Each Affiliate Member shall be entitled to one delegate and, through that delegate, may cast one vote at Council meetings. ASSOCIATES OF ACE SHALL BE NONVOTING SUBSCRIBERS OF ACE AND CONSIST OF INDIVIDUALS, ORGANIZATIONS, AND OTHER GROUPS CONCERNED WITH HIGHER EDUCATION THAT DO NOT FALL WITHIN THE MEMBERSHIP DEFINITIONS ABOVE, BUT ARE INCLUDED IN THE FOLLOWING CATEGORIES: Branch or Regional Subscribers, such as campuses that are not separately accredited, but under the auspices of a member-eligible institution or system. International Subscribers, such as higher education associations or institutions outside the United States and its territories that are recognized by the appropriate authority in the country. Corporate Subscribers, such as organizations, corporations, and other groups in business and industry that are concerned with higher education. Foundation Subscribers, such as foundations concerned with higher education. Individual Subscribers, such as individuals concerned with higher education. VOTING MEMBERSHIP for National Association Members, Institutional Members, Organization Members or Affiliate Members is limited to institutions that are entitled to exemption under the federal income tax statutes, as either public instrumentalities or institutions organized and operated exclusively for religious, charitable, scientific, literary, or educational purposes, that are exempt under Section 115(a) or Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law), and are not private foundations by reason of Sections 509(a)(1) or (2) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law), and to those degree-granting, for-profit institutions that are accredited by agencies recognized by the Council for Higher Education Accreditation or by an agency recognized by the Department of Education, upon recommendation of that agency by the President and approval by the Membership Committee.”

“The Board of Directors is elected by the membership of the organization.”

“The members of ACE pursuant to Article X of the ACE Constitution retain the right to amend the Constitution by a 2/3 vote of the members.”

“A draft version of IRS Forms 990 and 990-T are initially circulated among ACE's entire Board prior to filing. The purpose of making the forms available to the entire Board membership is to solicit questions and/or suggestions for improvements to the draft. ACE's Chief Financial Officer (CFO) compiles all comments received from the Board and resolves those matters prior to filing of forms 990 and 990T. ACE's Audit Committee of the Board of Directors is charged with compliance oversight, including the accurate and timely filing of Forms 990 and 990-T. The Audit Committee also periodically receives updates concerning changes to the forms promulgated by the IRS.”

“ACE's General Counsel Office monitor the Conflict of Interest. Each year, each Covered Person shall complete a Conflict of Interest Disclosure and Declaration Form as annexed to this Policy. ALL RESPONSES TO CONFLICT OF INTEREST QUESTIONNAIRES ARE RECEIVED BY GENERAL COUNSEL. ANY QUESTIONS ARE ADDRESSED AND RESOLVED, ANY OUTSIDE BUSINESS RELATIONSHIPS WITH BUSINESSES DOING BUSINESS WITH THE ORGANIZATION ARE DISCLOSED TO THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS. IN THE EVENT ANY CONFLICT IS IDENTIFIED, THE AUDIT COMMITTEE MAY APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE TRANSACTION. ANY INDIVIDUAL WITH A CONFLICT OF INTEREST MAY NOT PARTICIPATE IN THE GOVERNING BODY'S DELIBERATIONS AND DECISIONS IN THE TRANSACTION.”

“The Board of Directors of the American Council on Education (ACE) delegates authority to the Executive Committee to oversee compensation and benefits of certain senior executives of ACE. This year, the ACE Board of Directors retained independent compensation consultants to supply comparable market data related to the President and other ACE officers' compensation. The ACE Executive Committee and Board rely on the comparable market data provided by the compensation consultants to ensure the compensation of the President and other ACE officers is consistent with the market and is reasonable compared to compensation for similar services by similar organizations under similar circumstances. Regarding the President position specifically, the independent compensation consultants have established a peer group of similar organizations which recognizes the primary recruiting sources for the ACE President position. The executive committee of the ACE Board reviews and approves the entire process, including the peer group periodically. The executive committee most recently reviewed and approved the process when the current President was hired in late 2017. The President is also eligible to receive incentive compensation, and the ACE Board uses a formalized and methodical process to determine if the President will receive incentive compensation, and the amount that will be awarded. The President and the Board set goals at the beginning of the year, and report goal achievement results at the end of the year. The committee uses a scorecard to evaluate the President's performance and awards incentive compensation based on the evaluation results. The ACE President is typically paid near the third quartile of the market due to the significant expertise and lengthy experience required. This year, the independent compensation consultants determined that the president was paid within the comparable market. To determine the compensation of other ACE officers, the independent compensation consultants retained by ACE are asked to establish the comparable compensation market using several survey sources of similar not-for-profit organizations, education-focused associations and other similar associations. The ACE officers also receive an incentive compensation opportunity based on organizational and individual success. The compensation consultants are asked to opine whether the ACE officers' compensation is reasonable and within the comparable market. This year, the independent compensation consultants determined that the officers were paid between the market median and market third quartile.”

“These documents are made available to the public to the extent the financial statements are included in the annual report on the publically available ACE website. Governing documents and the conflict of interest policy are provided to the public upon request.”

“Business Svc Fees: Program service expenses 21,173. Management and general expenses 5,396. Fundraising expenses 500. Total expenses 27,069. Consultants: Program service expenses 1,419,777. Management and general expenses 361,798. Fundraising expenses 33,531. Total expenses 1,815,106. Contracted Personnel: Program service expenses 365,450. Management and general expenses 93,127. Fundraising expenses 8,631. Total expenses 467,208. Honorarium: Program service expenses 42,908. Management and general expenses 10,934. Fundraising expenses 1,013. Total expenses 54,855. Bank and Credit Card Fees: Program service expenses 106,183. Management and general expenses 27,058. Fundraising expenses 2,508. Total expenses 135,749. Recruitment Expense: Program service expenses 22,577. Management and general expenses 5,753. Fundraising expenses 533. Total expenses 28,863. Speakers Fees: Program service expenses 46,893. Management and general expenses 11,950. Fundraising expenses 1,107. Total expenses 59,950. Other Service Fees: Program service expenses 12,789. Management and general expenses 3,259. Fundraising expenses 303. Total expenses 16,351. Sub-awards/Sub-contracts: Program service expenses 1,439,723. Management and general expenses 0. Fundraising expenses 0. Total expenses 1,439,723.”

“Postretirement change other than net periodic benefit cost -203,567.”