Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at| 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 & 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 conflict of interest statement is sent to employees and board members each year. The Director for Administration and Facilities monitors and receives the signed conflict of interest statement and reports any exceptions reported to the President and VP. If a Board member becomes aware of a conflict of interest he/she would recuse themselves from voting and deliberations on the matter. If an employee is unsure or becomes personally involved in any situation that may violate the requirement and spirit of the conflict of interest policy, he or she contacts NAA's President and Executive Director. Similarly, if one becomes aware of situations among his or her fellow employees that appear to violate his or her understanding of the policy, he or she reports those situations to NAA's President and Executive Director, the appropriate officer, with the VP for Programming and Personnel and the Director of Administation, commissions and investigation. If the employee is found to be guilty of a conflict of interest, disciplinary action is meted out. Disciplinary action may include termination and reimbursement to NAA for any losses or damages resulting from the violation. |
| PROCESS FOR DETERMINING COMPENSATION | FORM 990, PART VI, LINE 15A THE BOARD OF DIRECTORS HAS DELEGATED OVERSIGHT OF CEO COMPENSATION TO A COMPENSATION COMMITTEE MADE OF INDEPENDENT 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. Annually, the Compensation Committee reviews a third-party analysis, deliberates, and documents its determination that the CEO's compensation is reasonable. THE CHAIRMAN OF THE COMPENSATION COMMITTEE SETS FORTH THE DECISION OF THE COMMITTEE IN MEMORANDUM FORM THAT IS 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 DETERMINING COMPENSATION OF OFFICERS AND KEY EMPLOYEES. A compensation review was most recently conducted in fall 2014 which included all staff levels. |
| 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. |
| FORM 990 PART IX LINE 11G | DESCRIPTION:VARIOUS CONSULTANTS TOTAL FEES:1092088 |
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