Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at| Return Reference | Explanation |
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| FORM 990, PART VI, SECTION A, LINE 1 | AIA'S BOARD HAS AN EXECUTIVE COMMITTEE THAT IS COMPOSED OF ELECTED OFFICERS OF AIA AND THE NON-VOTING AIA EXECUTIVE VICE PRESIDENT/CEO. ADDITIONAL MEMBERS ARE: THE MOST SENIOR ASSOCIATE DIRECTOR, AND THE IMMEDIATE PAST PRESIDENT OF THE COUNCIL OF ARCHITECTURAL COMPONENT EXECUTIVES. THE EXECUTIVE COMMITTEE HAS FULL AUTHORITY, RIGHT AND POWER TO ACT FOR THE BOARD BETWEEN BOARD MEETINGS ON ALL MATTERS EXCEPT THAT: (A) THE COMMITTEE MAY NOT PURCHASE, SELL, LEASE, OR PLEDGE ANY REAL PROPERTY; (B) FORM AN AFFILIATION; OR (C) FIX ADMISSION FEES AND ANNUAL DUES, UNLESS THE AUTHORITY TO DO SO HAS BEEN DELEGATED TO IT BY A TWO-THIRDS VOTE OF THE FULL BOARD. ADDITIONALLY, THE EXECUTIVE COMMITTEE CANNOT CHANGE THE RULES OF THE BOARD OR THE BYLAWS, OR ELECT A SUCCESSOR TO ANY OFFICER WHOSE OFFICE BECOMES VACANT. THE EXECUTIVE COMMITTEE WAS ELIMINATED DUE TO GOVERNANCE CHANGES IN DECEMBER 2014. |
| FORM 990, PART VI, SECTION A, LINE 4 | THE BYLAWS WERE AMENDED TO CHANGE THE AIA'S GOVERNANCE STRUCTURE. |
| FORM 990, PART VI, SECTION A, LINE 6 | CLASSES OF MEMBERSHIP: --ARCHITECT MEMBER-INDIVIDUALS LICENSED TO PRACTICE ARCHITECTURE IN A U.S. STATE OR TERRITORY. --ALLIED MEMBER-MEMBER WHO DOES NOT QUALIFY AS ARCHITECT OR ASSOCIATE MEMBER AND IS EMPLOYED OUTSIDE THE ARCHITECTURE PRACTICE BUT IN A POSITION ALLIED TO THE FIELD OF ARCHITECTURE. --ASSOCIATE MEMBER-INDIVIDUALS WHO MEET ONE OF THE FOLLOWING CRITERIA: --PARTICIPATING IN CAREER RESPONSIBILITIES RECOGNIZED BY LICENSING AUTHORITIES AS CONSTITUTING CREDIT TOWARD LICENSURE (I.E., INTERN ARCHITECT) --WORKING UNDER THE SUPERVISION OF AN ARCHITECT IN A PROFESSIONAL OR TECHNICAL CAPACITY --WORKING AS A FACULTY MEMBER IN A UNIVERSITY PROGRAM IN ARCHITECTURE --HOLDING A PROFESSIONAL DEGREE IN ARCHITECTURE INTERNATIONAL ASSOCIATES-INDIVIDUALS WHO HAVE AN ARCHITECTURE LICENSE OR EQUIVALENT FROM A NON-U.S. LICENSING AUTHORITY. |
| FORM 990, PART VI, SECTION A, LINE 7A | THE AIA BOARD IS SELECTED BY THE MEMBERS AS FOLLOWS: --OFFICERS: PRESIDENT, FIRST VICE PRESIDENT, FOUR VICE PRESIDENTS, SECRETARY, AND TREASURER, ALL OF WHOM ARE SELECTED BY THE DELEGATES AT THE ANNUAL MEETING (CONVENTION) --ONE REPRESENTATIVE FROM THE COUNCIL OF ARCHITECTURAL COMPONENT EXECUTIVES (CACE), SELECTED FROM ITS MEMBERSHIP --ONE REPRESENTATIVE FROM THE NATIONAL ASSOCIATES COMMITTEE (NAC), SELECTED FROM ITS MEMBERSHIP --ONE STUDENT DIRECTOR, SELECTED BY THE MEMBERSHIP OF THE AMERICAN INSTITUTE OF ARCHITECTURE STUDENTS --ONE PUBLIC DIRECTOR, SELECTED BY THE BOARD --ONE DIRECTOR APPOINTED BY THE PRESIDENT --EXECUTIVE VICE PRESIDENT/CEO (UNDER CONTRACT, HIRED BY THE BOARD EXECUTIVE COMMITTEE) |
| FORM 990, PART VI, SECTION A, LINE 7B | IN MOST INSTANCES, DECISIONS TO AMEND THE INSTITUTE'S BYLAWS ARE SUBJECT TO APPROVAL BY A TWO-THIRDS MAJORITY OF ALL VOTES ACCREDITED AT MEMBERSHIP MEETINGS OF THE INSTITUTE. |
| FORM 990, PART VI, SECTION B, LINE 11 | THE ASSOCIATION'S INTERNAL PROCESS FOR REVIEW OF TAX FORMS IS EXTENSIVE. FOR THE FORM 990, THE ASSOCIATION'S CONTROLLER (A CPA) DRAFTS THE FORM WITH INPUT FROM THE ACCOUNTING AND LEGAL STAFF. A DRAFT 990 IS THEN PROVIDED BACK TO THE AIA FROM THE OUTSIDE AUDITING FIRM. THE CONTROLLER THEN HAS RESPONSIBILITY TO CIRCULATE THE DRAFTS TO THE CHIEF OF STAFF, THE GENERAL COUNSEL AND OTHERS AND TO INCORPORATE APPROPRIATE CORRECTIONS INTO THE 990. THE FINAL DRAFT IS THEN PREPARED BY THE OUTSIDE AUDITING FIRM. THE BOARD OF DIRECTORS DELEGATED THE REVIEW OF THE 990 TO THE COMPENSATION COMMITTEE WHICH CONSISTS OF THE PRESIDENT, PRESIDENT-ELECT, SECRETARY, AND TREASURER. THE VP OF FINANCE REVIEWS THE 990 WITH THE COMPENSATION COMMITTEE AND PROVIDES THEM WITH A COPY. |
| FORM 990, PART VI, SECTION B, LINE 12C | FROM AIA'S CONFLICT OF INTEREST POLICY: 1. DUTY TO DISCLOSE 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 MEMBERS OF THE BOARD OF DIRECTORS (AND/OR 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 AND ALL MATERIAL FACTS, AND AFTER ANY DISCUSSION WITH THE INTERESTED PERSON, HE/SHE SHALL LEAVE THE 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. 3. PROCEDURES FOR ADDRESSING THE CONFLICT OF INTEREST A. AN INTERESTED PERSON MAY MAKE A PRESENTATION AT THE BOARD (OR COMMITTEE) MEETING, BUT AFTER THE PRESENTATION, HE/SHE SHALL LEAVE THE MEETING DURING THE DISCUSSION OF, AND THE VOTE ON, THE TRANSACTION OR ARRANGEMENT INVOLVING THE POSSIBLE CONFLICT OF INTEREST. B. THE PRESIDING OFFICER OF THE BOARD (OR CHAIR OR ACTING CHAIR OF THE COMMITTEE) SHALL, IF APPROPRIATE, APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT. C. AFTER EXERCISING DUE DILIGENCE, THE BOARD (OR COMMITTEE) SHALL DETERMINE WHETHER THE INSTITUTE 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. D. IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY POSSIBLE UNDER CIRCUMSTANCES NOT PRODUCING 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 THE INSTITUTE'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. E. EACH MATTER INVOLVING A POTENTIAL CONFLICT OF INTEREST CONSIDERED BY A COMMITTEE SHALL BE PROMPTLY REPORTED TO THE GENERAL COUNSEL OF THE INSTITUTE, WHO SHALL ENSURE THAT APPROPRIATE PROCEDURES ARE FOLLOWED TO RESOLVE EACH SUCH MATTER. THE GENERAL COUNSEL SHALL IN TURN REPORT ON EACH SUCH MATTER TO THE BOARD, WHICH SHALL HAVE THE AUTHORITY TO REVERSE, IN WHOLE OR IN PART, THE FINDINGS AND ACTIONS OF THE PERTINENT COMMITTEE, AND TO ORDER SUCH FURTHER ACTION AS IT MAY DEEM APPROPRIATE. 4. VIOLATIONS OF THE CONFLICT OF INTEREST POLICY A. IF THE BOARD (OR COMMITTEE) HAS REASONABLE CAUSE TO BELIEVE 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 MEMBER'S RESPONSE AND AFTER MAKING FURTHER INVESTIGATION AS WARRANTED BY THE CIRCUMSTANCES, THE BOARD (OR COMMITTEE) DETERMINES THE MEMBER HAS FAILED TO DISCLOSE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, IT SHALL TAKE APPROPRIATE DISCIPLINARY AND CORRECTIVE ACTION. C. EACH MATTER INVOLVING AN ALLEGED CONFLICT OF INTEREST CONSIDERED BY A COMMITTEE SHALL BE PROMPTLY REPORTED TO THE GENERAL COUNSEL OF THE INSTITUTE, WHO SHALL ENSURE THAT APPROPRIATE PROCEDURES ARE FOLLOWED TO RESOLVE EACH SUCH MATTER. THE GENERAL COUNSEL SHALL IN TURN REPORT ON EACH SUCH MATTER TO THE BOARD, WHICH SHALL HAVE THE AUTHORITY TO REVERSE, IN WHOLE OR IN PART, THE FINDINGS AND ACTIONS OF THE PERTINENT COMMITTEE, AND TO ORDER SUCH FURTHER ACTION AS IT MAY DEEM APPROPRIATE. |
| FORM 990, PART VI, SECTION B, LINE 15A | THE AIA COMPENSATION PROCESS FOR THE CEO IS AS FOLLOWS: 1. EACH YEAR THE CEO PREPARES A SELF-EVALUATION AND IT IS SENT TO THE AIA BOARD 2. THE MANAGING DIRECTOR OF HUMAN RESOURCES SENDS A CONFIDENTIAL CEO ASSESSMENT SURVEY TO EACH MEMBER OF THE AIA BOARD. 3. THE MANAGING DIRECTOR OF HUMAN RESOURCES COMPILES THE SURVEY RESULTS AND PROVIDES A REPORT OF THE FINDINGS TO THE PRESIDENT OF THE AMERICAN INSTITUTE OF ARCHITECTS. THE PRESIDENT SHARES THE FINDS WITH THE AIA BOARD COMPENSATION COMMITTEE. 4. THE ANNUAL ASSESSMENT IS CONDUCTED BY THE AIA BOARD. THE COMPENSATION DECISION IS MADE BY THE COMPENSATION COMMITTEE DEFINED AS THE PRESIDENT, FIRST VICE PRESIDENT, TREASURER AND SECRETARY. TO FACILITATE CONTINUITY, THE FIRST VICE PRESIDENT ELECT WILL BE INVITED AS A GUEST. 5. EACH YEAR THE MANAGING DIRECTOR OF HUMAN RESOURCES GIVES A REPORT TO THE AIA BOARD COMPENSATION COMMITTEE WHICH PROVIDES INFORMATION ON COMPARABILITY DATA FOR THE POSITION. 6. THE AIA BOARD COMPENSATION COMMITTEE REVIEWS THE SURVEY RESULTS, REVIEWS THE CEO'S GOALS AND OBJECTIVES AND THE COMPARABILITY DATA AND APPROVES ANY CHANGES TO THE CEO'S COMPENSATION FOR THE UPCOMING YEAR. 7. THE PRESIDENT OF THE AMERICAN INSTITUTE OF ARCHITECTS INFORMS THE CEO ABOUT ANY CHANGES TO COMPENSATION. 8. THE PRESIDENT OF THE AMERICAN INSTITUTE OF ARCHITECTS SENDS A CONFIRMING LETTER TO THE CEO AND A COPY IS SENT TO THE MANAGING DIRECTOR OF HUMAN RESOURCES TO INSERT INTO THE PERSONNEL FILE OF THE CEO. THE AIA COMPENSATION PROCESS FOR ALL OTHER EMPLOYEES, INCLUDING THE KEY EMPLOYEES, IS AS FOLLOWS: 1. AIA USES A PERFORMANCE MANAGEMENT SYSTEM WHEREBY SUPERVISORS REVIEW EMPLOYEE'S PERFORMANCE 2 TIMES A YEAR AT MID-YEAR AND AT THE END OF THE YEAR. A. MID-YEAR REVIEW: I. DISCUSSION BETWEEN SUPERVISOR AND EMPLOYEE ON HOW THE EMPLOYEE IS PROGRESSING ON HIS/HER YEARLY GOALS AND OBJECTIVES. II. COMPENSATION IS NOT PART OF THIS CONVERSATION. B. ANNUAL REVIEW: I. DISCUSSION BETWEEN SUPERVISOR AND EMPLOYEE ON HOW THE EMPLOYEE PERFORMED DURING THE YEAR. II. EMPLOYEE IS RATED FOR HIS/HER PERFORMANCE ON: (A) GOALS AND OBJECTIVES. (B) COMPETENCIES FOR THE POSITION. (C) WEIGHING FACTOR DIFFERS DEPENDING ON THE EMPLOYEE'S LEVEL OF RESPONSIBILITY WITHIN THE INSTITUTE. (D) COMPENSATION IS DISCUSSED DURING THE ANNUAL REVIEW PROCESS. 2. THE AIA PERFORMANCE MANAGEMENT PROGRAM: A. DEVELOPED BY AN OUTSIDE INDEPENDENT COMPENSATION CONSULTANT. B. POSITIONS REVIEWED AND PRICED BY THE INDEPENDENT COMPENSATION CONSULTANT. UPDATES ARE MADE BY THE VP OF HUMAN RESOURCES. C. TARGET PAY FOR EACH POSITION BASED ON THE 50TH PERCENTILE. D. SALARY RANGES CREATED FROM THE TARGET PAY IN THE 50TH PERCENTILE. E. SALARY PROGRAM SETS COMPETITIVE RATES OF PAY (RANGES) FOR EACH POSITION AT AIA: -- THE PERFORMANCE MANAGEMENT PROGRAM HELPS US DETERMINE WHERE WITHIN THAT RANGE EACH PERSON SHOULD BE PAID. F. PAY IS RELATIVE TO THE MARKET AIA IS LOCATED (NON-PROFITS AND ASSOCIATIONS IN THE WASHINGTON, DC METRO AREA). G. COMPENSATION IS BASED ON PERFORMANCE AND CAN BE PAID IN SEVERAL WAYS: I. ANNUAL MERIT INCREASES. II. INCENTIVE COMPENSATION. III. MARKET ADJUSTMENT. IV. LENGTH OF SERVICE WITHIN A POSITION. H. EVERY EMPLOYEE IS GIVEN A REPORT EACH YEAR WHICH PROVIDES INFORMATION ON THEIR (1) PERFORMANCE MANAGEMENT RATING, (2) PERCENTAGE MERIT INCREASE, (3) NEW SALARY FOR THE UPCOMING YEAR, (4) INCENTIVE COMPENSATION AMOUNT (IF APPLICABLE), AND (5) MARKET INCREASE (IF APPLICABLE). 3. IMPACT ON THE ORGANIZATION: A. SUCCESS OF ANY COMPENSATION PROGRAM IS RELATIVE AND LINKED TO THE PROGRAM'S ABILITY TO SUPPORT AIA'S ORGANIZATION'S CULTURE. B. SERVES AS A TOOL IN ATTAINING THE INSTITUTE'S ORGANIZATIONAL GOALS AND OBJECTIVES GOALS SET AND APPROVED BY THE BOARD OF DIRECTORS. |
| FORM 990, PART VI, SECTION C, LINE 19 | AIA'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE NOT MADE AVAILABLE TO THE PUBLIC. |
| FORM 990, PART VI, LINE 10: | EXPLANATION REGARDING AIA COMPONENTS: AIA DOES NOT HAVE LOCAL CHAPTERS OVER WHICH IT EXERCISES LEGAL AUTHORITY. ITS COMPONENTS ARE CHARTERED BY AIA BUT ARE SEPARATE LEGAL ENTITIES THAT ARE SELF-MANAGED. |
| FORM 990, PART XII, LINE 2C: | THE AUDIT OVERSIGHT PROCESS HAS REMAINED UNCHANGED FROM THE PRIOR YEAR. |
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