National Board of Chiropractic Examiners

“The executive committee consists of the officers of the nbce board of directors, including the president, vice president, treasurer, and secretary. The executive committee identifies and prepares issues to be presented to the full board. When necessary, the executive committee will make time sensitive decisions on behalf of the board when it is not possible to assemble a quorum of the board. The executive committee shall serve in an oversight capacity between the board meetings to ensure that the policies of the board are being followed and this committee will have no power other than emergency action or other powers as may be delegated to it by the full nbce board from time to time. The executive committee is the communication link between the board and the chief executive officer when the board is not in session. The executive committee may also approve any unbudgeted travel for board members and unbudgeted expenditures up to $25,000. The audit committee currently consists of one board member and two non-board members. The treasurer is considered an ex-officio member of the committee and may not exercise a vote. The audit committee oversees the annual independent audit process which includes appointment of the independent auditor to be engaged by the nbce, approval of any non-audit service engagements of the auditor, establishment of the audit fees, review of the annual audit report, presentation of the audit report to the board of directors for approval by the board, evaluation of the independent auditor's performance, and review of the nbce's annual irs form 990 filing. Audit committee members who are non-board members receive $1,000 in compensation per year.”

“The state delegates have the authority to elect the five district directors who are part of the governing body.”

“The state delegates must approve both the bylaw changes and dissolution of the corporation upon the recommendation from the board of directors.”

“The form 990 is reviewed by the chief financial officer, chief executive officer, the audit committee, and the entire board of directors prior to filing the return with the irs.”

“Each director and committee member is under a continuing obligation to disclose any actual or potential conflict of interest as soon as it is known or reasonably should be known. In furtherance of this fundamental and comprehensive obligation, each director and each committee member is expected to comply with the obligation set forth below to file periodic reports with nbce of potential and actual conflicts of interest. However, a director's or committee member's obligation to make such periodic reports does not relieve him or her of the obligation at all times to ensure that he or she is making continuous disclosure of potential and actual conflicts of interest, including in advance of any particular action to be taken by nbce that could be affected by a potential or actual conflict of interest of such director or committee member. Upon becoming affiliated with nbce and each year promptly following the annual meeting of the board, each director and committee member shall complete a conflict of interest disclosure statement. If a conflict exists, the interested person shall not vote on such matter, action or transaction. The interested person shall leave the room during the final discussion and vote on the matter, action or transaction, unless the board or committee indicates its desire to have the interested person present.”

“Compensation of the ceo is determined after completion of the evaluation of the work performance of the ceo by the executive committee. Any increase in the ceo's compensation is effective beginning with the pay period in which the employment anniversary date falls or in compliance with contractual agreements. The process to determine appropriate compensation for all staff members includes the use of an independent compensation consultant and review of relevant compensation studies. Human resources, along with a third-party consultant, performs a market analysis every three years to ensure nbce's pay ranges are in line with benchmarks and industry standards. The deliberations and decisions are documented accordingly. The last review of staff compensation, including key employees, occurred in 2023.”

“The organization's current bylaws and annual report, which contains the audited financial statements, are posted annually on its website one week prior to its annual meeting. A copy of the conflict of interest policy is available upon request.”

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