Attach to Form 990 or 990-EZ.| Identifier | Return Reference | Explanation |
|---|---|---|
| Members or Stockholders | Form 990, Part VI, Line 6 | NAA has three membership classes: (1) Newspaper Membership, (2) Associate Membership and (3) Academic Membership. Only the Newspaper Members have voting privileges. Newspaper members are newspaper organizations that are published at least one time per week, bear 25 percent editorial content of both local and general interest, and carry a minimum of 70 percent paid circulation. Voting members are REPRESENTED BY THEIR MEMBERSHIP REPRESENTATIVE IF THEY HAVE FREE DISTRIBUTION, WITH CERTAIN SPECIFIC CONDITIONS WHICH ARE DETAILED ON WWW.NAA.ORG. Associate members are the suppliers, vendors and consultants to the newspaper industry. Which are an important part of the current operation and future profitability of the industry. The last class, Academic Members, are those persons looks to further a study or career in newspapers and their digital transformation. |
| Members or Stockholders Who May Elect and Decisions Subject to Approval | Form 990, Part VI, Line 7a and 7b | The VOTING MEMBERShip class of "newspaper Membership," DESCRIBED IN LINE 6 above, have privileges to ELECT THE BOARD OF DIRECTORS OF THE NAA. THE GENERAL MEMBERSHIP MAY, AT CERTAIN TIMES, MAKE A MOTION FOR BOARD ACTION. |
| Form 990 Review Process | Form 990, Part VI, Line 11b | The preparation of the IRS FORM 990 is COMPLETED in conjunction with an independent public accounting firm. The draft is REVIEWED BY senior management prior to filing with the IRS. |
| Conflict of Interest Policy Monitoring & Enforcement | Form 990, Part VI, Line 12c | The OFFICERS, DIRECTORS, AND TRUSTEES of NAA abide by NAA's Conflict of Interest policy. Annually, each of these persons RECEIVE A CONFLICT OF INTEREST AGREEMENT FROM THE NAA GENERAL COUNSEL and complete to disclose any potential conflicts. NAA General Counsel reviews. If any potential conflict is identified, it is brought to the attention of the Board of Directors. Any person found to be conflicted will recuse himself or herself from all deliberations and decisions related to the potentially conflicted transaction. |
| Process for Determining Compensation | Form 990, Part VI, Line 15a and 15B | THE BOARD OR DIRECTORS HAS DELEGATED OVERSIGHT OF CEO COMPENSATION TO A COMPENSATION COMMITTEE MADE OF MEMBERS OF THE BOARD, as defined in the bylaws. An independent market study was done in anticipation of hiring a new CEO who started in the fall of 2011. The Compensation Committee reviewed the third-party's analysis, deliberated, and documented its determination that the CEO's compensation was reasonable. THE CHAIRMAN OF THE COMPENSATION COMMITTEE SET FORTH THE DECISION OF THE COMMITTEE IN MEMORANDUM FORM THAT WAS MADE A PERMANENT RECORD OF THE ASSOCIATION. THE RESULTS OF THE COMPENSATION COMMITTEE'S DELIBERATIONS WERE APPROVED BY THE FULL BOARD OF DIRECTORS. THE BOARD OF DIRECTORS HAS DELEGATED RESPONSIBILITY TO ESTABLISH COMPENSATION FOR OFFICERS AND KEY EMPLOYEES TO THE PRESIDENT/CEO, WITH AN ANNUAL REVIEW BY THE COMPENSATION COMMITTEE. The compensation committee reviews all president/CEO recommendations. THE ASSOCIATION PERIODICALLY ENGAGES AN OUTSIDE FIRM TO PROVIDE COMPARABILITY STUDIES THAT ARE REVIEWED AND USED BY THE PRESIDENT/CEO FOR THE PURPOSE OF DETERMINE COMPENSATION OF OFFICERS AND KEY EMPLOYEES. |
| How Documents are Made Available to the Public | Form 990, Part VI, Line 19 | GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST. |
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