National Independent Venue Association

“The organization had two classes of membership: members and affiliate members.”

“Members shall be entitled to elect the board and to other voting rights as set forth in the bylaws, or as may be determined by the board in its sole discretion. Affiliate members do not have any voting rights.”

“The form 990 is prepared by the outside accountants. The form is then reviewed by the executive director and the director of finance and operations. Subsequently, the audit/finance committee reviews the draft 990 and approves it for filing. The 990 is then circulated to the entire board with a period of up to 48 hours to provide any questions, comments or suggested changes prior to filing.”

“Annually, each director, principal officer and member of a committee/task force with governing board delegated powers shall sign a conflict of interest attestation statement. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees/task forces with governing board-delegated powers considering the proposed transaction or arrangement. An interested person may make a presentation at the governing board or committee/task force meeting, but after the presentation, he or she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. After exercising due diligence, the governing board or committee/task force shall determine whether the organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not providing a conflict of interest, the governing board or committee/task force shall determine by a majority vote of disinterested directors whether the transaction or arrangement is in the organization's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.”

“The organization hired an executive recruitment firm who assisted in compensation setting levels for the executive director position based on their experience in the field. Subsequently, the board approved the firm's recommendations, and their approval was documented in the meeting minutes. The last review took place in january 2023 for the new executive director.”

“The organization does not make its governing documents, conflict of interest policy, or financial statements available to the public.”