Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at| Return Reference | Explanation |
|---|---|
| FORM 990, PART VI, SECTION A, LINE 6 | NACHA IS A TRADE ASSOCIATION. ITS BYLAWS INCLUDE THREE DISTINCT MEMBERSHIP CLASSES INCLUDING DIRECT FINANCIAL INSTITUTION MEMBER, REGIONAL PAYMENTS ASSOCIATION MEMBER AND COUNCIL MEMBERSHIPS. |
| FORM 990, PART VI, SECTION A, LINE 7A | THE MEMBERS ELECT THE BOARD OF DIRECTORS. |
| FORM 990, PART VI, SECTION B, LINE 11 | THE CEO REVIEWS FORM 990 BEFORE IT'S FILED. |
| FORM 990, PART VI, SECTION B, LINE 12C | NEW DIRECTORS ARE PROVIDED A COPY OF THE COI POLICY DURING BOARD ORIENTATION AND ARE REQUESTED TO COMPLETE A DISCLOSURE FORM OF ACTUAL OR POTENTIAL CONFLICTS. EACH DIRECTOR IS RESPONSIBLE FOR PROVIDING NOTICE TO THE CHAIRPERSON IF A CONFLICT OF INTEREST ARISES. THE CHAIRPERSON, IN CONSULTATION WITH THE EXECUTIVE COMMITTEE CONSIDERS ALL DISCLOSURES OF OTHER INTERESTS TO DETERMINE WHETHER A DIRECTOR CAN BE UNBIASED AND OBJECTIVE WHEN PARTICIPATING IN THE NACHA DECISION MAKING PROGRESS PRIOR TO EACH BOARD MEETING. A COMPLETE DISCLOSURE IS MADE OF ALL BOARD MEMBERS' COI FILINGS, INCLUDING THE DATE OF THE LAST FILING AND ALL POTENTIAL AND ACTUAL CONFLICTS, BUSINESS AND OTHER. |
| FORM 990, PART VI, SECTION B, LINE 15 | AN INDEPENDENT COMPENSATION COMMITTEE ANNUALLY REVIEWS AND APPROVES THE COMPENSATION OF THE CEO BASED ON PERFORMANCE AND INDEPENDENT COMPENSATION RESEARCH OF SIMILAR INDUSTRY, SIZE, SCOPE, AND GEOGRAPHIC LOCATION. TOP MANAGEMENT AND KEY EMPLOYEE COMPENSATION IS APPROVED BY THE CEO BASED ON PERFORMANCE AND INDEPENDENT RESEARCH RELATIVE TO BOTH BANKING AND ASSOCIATION INDUSTRIES. COMPENSATION WAS LAST REVIEWED IN 2014. |
| FORM 990, PART VI, SECTION C, LINE 19 | UPON REQUEST. |
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