American Academy of Neurology

“Under the AAN and AAN Institute Bylaws, the Boards of Directors have the power and responsibility to manage all the business and affairs of the Academy. The Boards have the final responsibility and authority for all actions and policies that are recommended or adopted by any and all committees, sections, representatives to professional and governmental organizations, agents, and employees, unless the Board has specifically delegated its authority and that delegation is stated in the Board's minutes. The Executive Committee of each organization is a committee formally established separately by the AAN and AAN Institute bylaws (AAN Article V, Section 8 and AANI Article V, Section 7) to which each Board's power is specifically delegated between meetings of the Board of Directors. The actions of the Executive Committee must be reported to the Board of Directors. The AAN Executive Committee includes the President, President-Elect, Treasurer and at least two other members from the Board of Directors appointed by the President, and the Executive Director, ex officio. The AANI Executive Committee includes the Chair, Chair Elect, Treasurer-Secretary and at least two other members from the Board of Directors appointed by the Chair.”

“Filers CEO, CFO, and the Deputy Executive Director of the corporation's subsidiary, American Academy of Neurology Institute (AANI), are co-employed by both entities. Fifteen Directors of the corporation were also Board members of AANI in the tax year. Accordingly, the individuals in the enumerated posts each had a business relationship with the overlapped Directors.”

“The Academy's membership includes individuals who meet the requirements of the following membership classes: Neurologist, Physician Affiliate, Researcher, Advanced Practice Provider, Business Administrator, Student, Intern, Junior. Members and applicants must demonstrate ethical and professional conduct. Please see www.aan.com for details on each membership class.”

“All classes of membership vote for the election of one or more members of the governing body, who must be fellows or honorary or senior members whose prior classification was fellow. Eligible voting members select members of the governing body periodically as variances arise or otherwise.”

“The Academy's members having voting rights and accordingly have rights to elect members of the Board (and approve certain officers). Amendments to the Articles of Incorporation and Bylaws must be brought before the members to effect adoption.”

“The CFO performed extensive review of the draft 990 as initially prepared by AAN's staff accountant and reviewed by the Controller. The draft was reviewed by the Academy's exempt organization's auditing firm. The form was then presented to the Audit Committee by the CFO and other members of the management team for the Committee's comments. The finalized 990 is brought to the Board of Directors for discussion during a regularly schedule meeting. At that time, a complete overview of the final 990 form is to be provided by the CFO and general Counsel. The form 990 is filed after this process.”

“The Academy operates with a conflict-of-interest policy covers individuals serving as officers directors, committee members, teachers, authors, consultants as well as any other capacity with leadership responsibility as an "official" of the organization. Covered individuals are required to complete a relationship disclosure statement annually, or more frequently if changes in personal circumstances occur. The statements are reviewed and actions determined in line with the organization's hierarchy based on the individual's position and the recommendation of General Counsel. Conflicts are handled on an individual basis. Actions taken reflect the severity of the actual/potential conflict ranging from "no action required", to an on-going monitoring with appropriate disclosures of such facts or required withdrawal of the individual from the conflicting relationship. Conflict of interest proceedings are documented in meeting minutes or as otherwise appropriate.”

“The Academy's Board delegates setting the compensation for the CEO to the Compensation Committee; that Committee employs the procedures inquired here, with the last compensation set effective January 2024. The CEO is charged with setting compensation for the employed Officers and Key Employees and in doing so, compensation surveys are utilized. The Committee reviews comprehensive market studies every 2-3 years and will make market adjustments accordingly. Annual salary adjustments are made in alignment with performance guidelines. The last full market review was in 2024.”

“The Academy makes its governing documents, conflict of interest policy, and financial statements available to anyone on its website.”

“No matter what stage our members are in their careers, or what their roles are within the field of neurology, our commitment to be indispensable to our members' professional lives is evident in what we do throughout the year. The AAN's vision is to be indispensable to our members. Its mission is to enhance member career fulfillment and promote brain health for all. The American Academy of Neurology is the world's largest association of neurologists and neuroscience professionals, with more than 40,000 members. The AAN is dedicated to promoting the highest quality patient-centered neurologic care. A neurologist is a doctor with specialized training in diagnosing, treating, and managing disorders of the brain and nervous system.”