American Armed Forces Mutual Aid Association

“The organization has members.”

“The aafmaa constitution specifies that the members of the board of directors are elected from and by the members of the association at the annual meeting, each of whom are elected for four-year terms (with roughly one-fourth of the directors being elected each year). Between annual meetings, the aafmaa constitution specifies that any vacancy may be filled by a majority vote of the board. Any person so appointed by the board would only serve until the next annual meeting, unless he or she is elected by the members at that meeting. In practice, suggestions for members of the board can come from any member. They are considered by a nominating committee, consisting of members, who would then nominate persons to be voted upon by the entire membership at the annual meeting (or by proxy).”

“The aafmaa constitution specifies that the affairs of the association shall be managed by a board of eleven or more directors, which meets regularly both as a board in its entirety and in specific committees, currently the membership and finance committees. Those committees and the board as a whole receive reports and make decisions on behalf of the members. These reports and decisions are contemporaneously documented by both the board of directors and the committees. Duties and powers of the board of directors and committees are specified in the constitution. The aafmaa constitution can only be altered or amended by a two-thirds vote of the members present or properly represented by proxy. So members approve any decision of the organization that would constitute a change to the constitution and it delegates oversight authority for other decisions to the board, which is elected by the members.”

“The aafmaa controller, assistant to the president, and the president review the form 990 before it is filed.”

“Aafmaa maintains a conflict of interest standard and policy for directors, consistent with the virginia nonstock corporation act. To retain their liability protection and indemnification, directors may not participate in a "conflict of interest transaction" as a "non-disinterested director". Any director who becomes non-disinterested must advise the other directors that he or she is non-disinterested with respect to the applicable matter and recuse himself or herself from voting in any board or committee meeting on any action regarding aafmaa and the applicable matter. This policy is provided to directors at every june board meeting through a memorandum from aafmaa's general counsel. Within the memorandum the general counsel provides specific guidance on the policy so that directors can rely on it as legal advice.”

“Aafmaa retained an independent compensation consultant to review the compensation of the president and treasurer and compare it to compensation survey data from parallel positions in other similar size associations. The president and treasurer's salary follows a method established specifically for this position. It is reviewed and approved annually by the chairman of the board. For all other employees, the process includes annual, written reviews and pay increases depending upon performance appraisals. Pay increases are within ranges initially established by external compensation consultants. Ranges are updated annually for inflation but not annually for comparability. Ratings are completed contemporaneously and filed in individual personnel records. This process applies to all, not just officers or key employees.”

“A copy of the constitution is given to each member when he/she joins the association. Annual report including audited financial information is sent to each member each year. The irs form 990 is provided to the public upon request in accordance with the 1996 taxpayers bill of rights.”

“Insurance & other reserves increases 34,149,026. Interest maintenance reserve increase 618,309. Change in unrealized appreciation of equity securities 11,486,958. Decrease in non-admitted assets 27,594,974. Increase in treasury inflation-protected securities (tips) 203,000. Other increases in general contingency reserve 478,419.”

“The process has not changed from the prior year.”