Junior Achievement USA

“Approval must be obtained from the member for the following: - amendment, modification, or restatement of the articles of incorporation or bylaws; - merger, consolidation, reorganization, or dissolution of junior achievement usa (ja usa), or the sale, lease or exchange, or other disposition, transfer or conveyance of all of substantially all of its net assets; - any material change in any current nonprofit purposes and objectives of ja usa; - entering into any operating agreement between ja usa and any of its local areas.”

“Describe circumstances for having members: the sole member of the organization is ja worldwide, inc. Approval must be obtained from the member for the following: - amendment, modification, or restatement of the articles of incorporation or bylaws; - merger, consolidation, reorganization, or dissolution of junior achievement usa (ja usa), or the sale, lease or exchange, or other disposition, transfer or conveyance of all of substantially all of its net assets; - any material change in any current nonprofit purposes and objectives of ja usa; - entering into any operating agreement between ja usa and any of its local areas.”

“Describe process to review 990: the form 990 is prepared by our external audit firm and is reviewed by the audit committee of the board. A draft is supplied via a web site link for the entire board to review before filing the final 990 with the irs.”

“Describe how conflict of interest policy is monitored and enforced: a conflict of interest questionnaire is sent via email or hand delivered to interested parties each year requesting verification of possible conflicts. If a conflict is disclosed in connection with any actual or possible conflict of interest, an interested person must disclose the existence of the interest and be given the opportunity to disclose all material facts to the directors and members of the committees with governing board delegated powers considering the proposed transaction or arrangement. After disclosure of the interest and all material facts, and after any discussion with the interested person, he or she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.”

“Describe process for determining compensation: the governance process for determining compensation for the organization's ceo and other top management is modeled after the requirements in internal revenue code section 4958 to establish the presumption of reasonable compensation. Compensation was reviewed and approved by the executive compensation subcommittee (the committee) of the board, which is comprised of independent persons. By engaging an independent compensation consultant (willis towers watson), the committee considered comparable market data from published surveys and form 990s of comparable organizations in evaluating the compensation for each individual. The committee conducted a review of this comparability data and documented its deliberation and discussion in minutes that are retained with the other governance materials of the organization. The committee followed the process to establish the presumption that compensation paid to the organization's ceo and other top management for purposes of section 4958 by relying on professional advice in the written opinion of reasonableness from the independent compensation consultant. This review process is conducted anually and was last completed in 2023.”

“Describe how documents are made available to the public: junior achievement usa makes its financial statements, governing documents, and conflict of interest policy available to the public upon request.”

“Compensation: compensation deliberations take into account services provided to the filing organization and its ja areas. Revenue presented in the form 990 does not include the revenue of the 102 ja areas who are part of the ja usa network that ja usa oversees. In fye 2023, revenue of all ja areas totaled approximately $263 million.”