Behavior Analyst Certification Board Inc.

“The executive committee shall be a standing committee of the board of directors. The executive committee shall consist of the officers of the board of directors, any advisory director and any other directors appointed or elected by the board of directors to serve on the executive committee. The executive committee may exercise the powers of the board of directors when the board of directors is not in session, reporting to the board of directors at its succeeding meeting of any action taken; provided, however, that the executive committee shall not (a) fill vacancies on the board or a committee of the board; or (b) adopt, amend, or repeal the bylaws or any other governing policy of the board of directors. Meetings of the executive committee may be called by one or more executive committee members.”

“Terms which become vacant and which are not appointed under section 2 a of this article shall be elected by the certificants of the corporation, in the manner specified by the corporation. At least one of these elected directors shall hold the bcba-d designation. At least two of these elected directors shall be a master's level board certified behavior analyst ("bcba"). At least one of these elected directors shall be certified by the corporation as a board certified assistant behavior analyst ("bcaba"). The remaining directors elected under this provision may be certified either as board certified assistant behavior analysts, board certified behavior analysts, as shall be determined by the elections committee in preparing a slate of nominees for election under this provision. At least one of these elected directors shall be a citizen of a country outside of the united states. In the election of directors under this section, the bcaba representative shall be elected by active bcaba certificants. Bcba directors shall be elected by active bcba and bcaba certificants. The term for any director elected under this provision shall be as described in section 3 of this article.”

“The form 990 is provided to the executive committee of the board of directors for approval at their summer or early fall meeting. The final version of the form is subsequently shared with the board of directors. Management reviews the form 990 with the paid preparer prior to the executive committee presentation.”

“The bacb requires all directors and officers to complete a conflict of interest form annually. Additionally, directors annually identify affiliations or interests that could cause an actual or apparent conflict of interest. Depending on the nature of the conflict, conflicts are reviewed by the board or the executive committee of the board. Each board member is required to refrain from discussing or voting on the particular transaction in which he/she has an interest, or otherwise attempting to exert any influence on the bacb to affect a decision to participate or not participate in such transaction. All proceedings related to conflicts of interest are documented in the meeting minutes. Conflict of interest policy compliance statements are obtained annually from directors and officers of the bacb board of directors. The bacb prohibits directors and officers of the board from participating in any matter where he or she has an actual conflict of interest. Bacb provides a process for documenting and addressing apparent conflicts of interest.”

“Compensation is reviewed by the board and set by an executive compensation committee within parameters approved by the board. The executive compensation committee carefully reviewed documents related to ceo performance and accomplishment of target goals, made salary comparisons using guidestar and/or the american society of association executives ceo compensation survey results, considered cost of living data, and gathered input from board members and staff. The board retained the firm of strategic performance group to complete a ceo salary comparability study. Independent consultation is obtained approximately every three years. Strategic performance group uses a number of surveys, comparing salaries based on the size of the organization, similar types of organizations, the non-profit industry, regional, and other factors. The executive compensation committee considers the data reported from strategic performance group and other sources of information in determining the ceo's salary and incentive compensation. The executive compensation committee then deliberates and votes to approve the ceo's compensation package. The process, deliberations and approved compensation package was documented in the meeting minutes. The process was last undertaken in 2022. Compensation for the bacb's other officers or key employees is determined by the ceo who utilizes comparable non-profit data to determine fair and reasonable compensation for the size of the organization, the responsibilities of the position, education level and years of experience, along with the organization's current financial position. This process last occurred in 2023.”

“The organization makes its financial statements and governing documents available to the public electronically or in hard copy upon request.”

“The organization uses the modified cash basis of accounting.”

“The process for oversight and selection of an independent accountant has not changed from the prior year.”