National Pace Association

“Members: the corporation shall have members. The characteristics, qualifications, rights, limitations and obligations attaching to each or any class of members shall be determined by the board of directors; provided, however, that only two (2) classes of members, provider members and prospective provider members, shall have the right to vote and hold office in the corporation. Membership classifications and qualifications: the board of directors shall determine the characteristics, qualifications, rights, limitations and obligations attaching to each or any class of the members. Application for membership in the corporation shall be made pursuant to procedures established by the board of directors. Membership eligibility qualifications shall be determined by the board of directors in its sole discretion.”

“Provider members shall be: (1) entities that operate pace programs under sections 1894 and 1934 of the social security act, (2) entities that operate pace programs under dual medicare and medicaid waivers, (3) organizations operating under dual medicare and medicaid capitation that predominantly serve the frail elderly, or (4) pre-pace programs, or those organizations operating under medicaid capitation only. Provider members may be not-for-profit corporations operating under 501(c)(3) tax status or for-profit corporations. Provider members shall maintain a membership in their respective npa-chartered state pace association (if one is available in their state). If a provider organization is related to a parent organization that has multiple provider or prospective provider organizations, all of the organizations must be a member in order for any one of the organizations to be a member. Provider members shall have the following rights and privileges: (1)the right to nominate one employee of any current provider member, or an employee of any provider member's sponsoring organization, to serve on the corporation's board of directors; (2)the right to vote in each annual election to fill open seats on the board of directors, or vote on any matter submitted to a vote of the members of the corporation; (3)the right to have either the medical director (or equivalent) or a primary care professional of the provider member serve on the primary care committee; (4)the privilege to have specific persons associated with the provider member serve on standing and working committees of the board of directors upon the request of the board of directors; and (5)the privilege to access certain materials, including official publications and other documents distributed by the corporation, as well as conferences offered by the corporation. Prospective provider members shall be: (1) entities that are evaluating or pursuing pace development, or (2) entities that are completing or have submitted pace provider applications. Prospective provider members may be not-for-profit corporations operating under 501(c)(3) tax status or for-profit corporations. Prospective provider members shall maintain a membership in their respective npa-chartered state pace association (if one is available in their state). If a prospective provider organization is related to a parent organization that has multiple provider or prospective provider organizations, all of the organizations must be a member in order for any one of the organizations to be a member. Prospective provider members shall have the following rights and privileges: (1)the right to nominate one employee of any current prospective provider member, or an employee of any prospective provider member's sponsoring organization, to serve on the corporation's board of directors; (2)the right to vote in each annual election to fill open seats on the board of directors, or vote on any matter submitted to a vote of the members of the corporation; (3)the privilege to have specific persons associated with the prospective provider member serve on standing and working committees of the board of directors upon the request of the board of directors; and (4)the privilege to access certain materials, including official publications and other documents distributed by the corporation, as well as conferences offered by the corporation.”

“The form 990 is reviewed by the senior vice president of finance and administration. A copy of the form 990 is then provided to each member of the board of the governing body before it is filed.”

“1. Duty to disclose in connection with any actual or possible conflicts of interest, an interested person must disclose the existence and nature of his or her financial interest to the directors and members of committees with board-delegated powers considering the proposed transaction or arrangement. 2. Determining whether a conflict of interest exists after disclosure of the financial interest, the interested person shall leave the board or committee meeting while the financial interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. 3. Procedures for addressing the conflict of interest (a)the chair of the board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. (b)after exercising due diligence, the board or committee shall determine whether npa can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. (c)if a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in npa's best interest and for its own benefit and whether the transaction is fair and reasonable to npa and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination. 4. Violations of the conflict of interest policy (a)if the board or committee has reasonable cause to believe that a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. (b)if, after hearing the response of the member and making such further investigation as may be warranted in the circumstances, the board or committee determines that the member has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. Records of proceedings the minutes of the board and all committees with board-delegated powers shall contain: 1. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action to determine whether a conflict of interest was present, and the board's or committee's decision as to whether a conflict of interest in fact existed. 2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection herewith. Annual statements each director, principal officer and member of a committee with board-delegated powers shall annually sign a statement which affirms that such person: (a)has received a copy of the conflicts of interest policy, (b)has read and understands the policy, (c)has agreed to comply with the policy, and (d)understands that npa is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.”

“The executive committee of the governing body reviewed the president/ceo's compensation in september as part of the annual performance evaluation process. A compensation review was conducted by an independent firm which reviewed a market analysis of salaries for this position. The compensation review was provided to the executive committee as part of their determination process. At the conclusion of the process a salary determination was made by the executive committee, documented in compliance with the organization's policies, and provided to the finance department for inclusion in the next pay cycle.”

“The governing documents, conflict of interest policy, and financial statements are available to the public upon request.”

“Membership program fees: program service expenses 290,716. Management and general expenses 9,548. Fundraising expenses 0. Total expenses 300,264. Public program fees: program service expenses 286,271. Management and general expenses 9,402. Fundraising expenses 0. Total expenses 295,673. Other consultant fees: program service expenses 361,636. Management and general expenses 11,878. Fundraising expenses 0. Total expenses 373,514.”

“There were no changes from the prior year.”