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TIN:
SCHEDULE O
(Form 990 or 990-EZ)
Department of the Treasury
Internal Revenue Service
(Form 990 or 990-EZ)
Department of the Treasury
Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ
Complete to provide information for responses to specific questions on
Form 990 or 990-EZ or to provide any additional information.
Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is atwww.irs.gov/form990.
OMB No. 1545-0047
2015
Open to Public
Inspection
Inspection
Name of the organization
The New England Automated Clearing House
Association
Association
Employer identification number
04-2514013
04-2514013
| Return Reference | Explanation |
|---|---|
| 990, PART VI, SECTION A, LINES 6, 7A & 7B - Memberships | Question 6 - The New England Automated Clearing House Association is a members only organization whose membership consists of 468 financial institutions and 80 Associate members from the six state New England region. Question 7a & 7b - Question 7a & 7b - At the annual meeting of the membership, the governing board is elected and all business of the association that may properly come before the meeting is voted on by the members |
| 990, PART VI, SECTION A, LINE 11 - Board Approval of Form 990 | The board of directors has delegated the authority to review and sign the form 990 to the President of the Association. Any board member can upon request obtain a copy of and discuss the contents of the Form 990. |
| 990, PART VI, SECTION B, LINE 12 - Conflict of Interest Policy | The conflict of interest policy adopted by the Board of Directors January 25, 2007 requires each officer or director to examine any potental activities that may give rise to a conflict & abstain from voting on an issue if the director believes it will conflict with their duties as a board member or as an employee of a member. Annually this policy is reviewed with the board of directors and disclosure of any conflicts is requested. |
| 990, PART VI, SECTION B, LINES 15A & 15B - Compensation | The board of directors approves the compensation and employment contract of the Chief Executive Officer. The board employs use of comparability data and independent compensation specialists in order to evaluate and vote on the compensation package. The board approves a salary pool for all other officers and key decision making employees. The board delegates the process of allocation of that pool to the Chief Executive Officer. |
| 990, PART VI, SECTION C, LINE 19 - DISCLOSURE OF PUBLIC INFORMATION | NEACH has made available its by-laws, and other organizational papers, its prior filed Form 990s, conflict of interest policy and all related documents to anyone who has requested them. |
| 990, Part XI, Line 9 - Other Adjustments to Net Assets | Unrealized Investment Gain $2,278 Share of net loss of Payments Space Advisors, Inc., equity method investment ($90,859) --------- ($88,581) |
| 990, Part VI, Section A, Line 4 - significant changes to Bylaws | NEACH's amended bylaws as of 5/12/2016. BY-LAWS of THE NEW ENGLAND AUTOMATED CLEARING HOUSE ASSOCIATION (A Delaware Non-Stock Corporation) ARTICLE I Membership Section 1. Eligibility for Membership. Any depository institution may become a member of the Association, provided (a) its application for membership in the Association has been approved by the Board of Directors of the Association; (b) it has agreed to be bound by the By-Laws and Operating Rules of the Association as in effect from time to time; and (c) it has paid such initiation or start-up fees, contributions to capital, dues and assessments, if any, as shall have been prescribed by the Board of Directors of the Association. As used in these By-Laws, the term "depository institution" shall mean a financial institution that (i) is authorized by law to accept deposits, and (ii) has been assigned a Transit Routing Number by Thompson Financial Publishing or other agent appointed for that purpose by the American Bankers Association. Section 2. Application for Membership. Applications for membership in the Association shall be made in such form and shall contain or be accompanied by such financial information regarding the applicant as the Board of Directors of the Association may from time to time prescribe. A completed application for membership shall, if practicable, be submitted to the next meeting of the Board of Directors following its receipt, and the Board shall act upon such application at such meeting unless, for a stated reason, action thereon shall be deferred to a succeeding meeting. The Board of Directors shall not unreasonably withhold approval of any application for membership. Section 3. Merger or Consolidation of Members. In the event of the merger or consolidation of two or more members, the surviving or resulting institution may continue to be or become a member of the Association without the payment of any additional initiation or start-up fees, contributions to capital, dues or assessments occasioned by such merger or consolidation. Section 4. Merger or Consolidation of Members and Nonmembers. In the event of the merger of one or more members and one or more nonmembers under circumstances where a member is to be the surviving institution, the latter may continue to be a member of the Association upon the payment of an additional initiation or start-up fee and/or contribution to capital in an amount equal to the amount of the payment(s) which would have been made by each such nonmember if it had become a member of the Association immediately prior to the effective date of such merger. In the event of any other merger or consolidation involving a member and one or more nonmembers, the surviving or resulting institution may, if it desires to become a member of the Association and is eligible for such membership, make application for such membership in accordance with the provisions of Sections 1 and 2 of this Article and, if such application is approved, shall pay an initiation or start-up fee and/or contribution to capital in an amount equal to the amount of the payment(s) which would have been made by each such nonmember if it had become a member of the Association immediately prior to the effective date of such merger or consolidation. Where the surviving or resulting institution was not itself a member of the Association, such application for membership may be made on behalf of such institution in advance of the effective date of the merger or consolidation by a member of the Association which is to be a party to such merger or consolidation and, in such event, such application may be approved to become effective upon the effective date of the merger or consolidation subject to compliance by the surviving or resulting institution with clauses (b) and (c) of Section 1 of this Article. Section 5. Resignation of Membership. Any member may resign its membership in the Association upon not less than ninety days prior written notice to the Association addressed to it at its principal office or to its President or Secretary. Such notice shall specify the date such resignation is to become effective. Shorter notice of such resignation shall be effective if accepted by the Board of Directors. Section 6. Termination of Membership. Any Member which for any reason ceases to be a depository institution shall thereupon cease to be a member of the Association. In addition, any member of the Association may be expelled from the Association for cause by vote of not less than two-thirds of the directors then in office. Such cause shall include, by way of example but not by way or limiting the discretion vested in the Board of Directors: (a) repeated or willful violations of the provisions of the By-Laws or Operating Rules of the Association, including repeated or willful failure to pay to the Association when due any contributions to capital, dues, fees, operating charges or assessments owing to the Association; (b) the occurrence or existence of any act, event or condition which reasonably leads the Board of Directors of the Association to believe that a member is or is about to become insolvent or unable to meet its obligations under the By-Laws or Operating Rules of the Association or is being operated in an unsound or unsafe manner; and (c) the commencement of any proceedings by or before any regulatory body to terminate deposit insurance with respect to a member or to cause it or any of its officers or directors to desist from any alleged unsound or unsafe practice. A member may be expelled for cause only after a reasonable notice and opportunity to be heard by the Board of Directors. Upon voting to expel any member from the Association the Board of Directors shall promptly give written notice to the expelled member setting forth the date on which the expelled member's membership shall terminate and the reasons for such termination. Section 7. Obligations of Members on Resignation or Other Termination of Membership. A member which resigns or is expelled from the Association or whose membership in the Association shall have otherwise been terminated for any reason shall be and will remain liable to the Association and its members, as the case may be, for or on account of any obligations which have accrued, or which have arisen out of any transaction which has taken place, prior to the effective date of such resignation, expulsion or termination of membership, including without limitation, in the case of a member which was acting as an Originating Bank or Originating Correspondent Bank (as those terms are defined in the Operating Rules), any obligations to accept returned entries or adjustment memoranda relating to entries previously transmitted to the Automated Clearing House by such member. Section 8. Submission of Financial Information and Reports. Each member shall furnish to the Association such financial information and reports regarding itself as the Board of Directors of the Association may from time to time reasonably request. Each member shall, if the Board of Directors of the Association by vote of not less than two-thirds of the directors then in office so requests, submit itself to examination and audit by independent public accountants satisfactory to the Association and shall furnish to the Association copies of the results of any such examination and audit, which shall be in such detail as the Board of Directors may reasonably prescribe. The expense of any such examination and audit shall be borne by the member. Section 9. Security for Obligations of Members. The Board of Directors of the Association may at any time: (a) in its reasonable discretion by vote of not less than two-thirds of the directors then in office require from any member the deposit of collateral security, or an appropriate bond, guaranty or other similar security arrangement, in kind and amount satisfactory to the Board of Directors, as security for any and all obligations of such member under the By-Laws and Operating Rules of the Association and (b) by vote of not less than a majority of the directors then in office terminate any such security agreement, bond, guaranty or other such arrangement without incurring any liability or responsibility to any member of the Association. Section 10. Nontransferability of Membership. Membership in the Association shall not be transferable or assignable, whether by sale, merger, consolidation or otherwise, except as expressly provided in these By-Laws. Section 11. Nonliability of Members for Liabilities of the Association. No member of the Association shall be individually or personally liable to creditors of the Association for any indebtedness or liabilities of the Association, and any and all creditors of the Association shall look only to the assets of the Association for payment of any such indebtedness or liabilities. ARTICLE II Meetings of Members Section 1. Annual Meeting. The annual meeting of the members for the election of directo |
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.
Cat. No. 51056K
Schedule O (Form 990 or 990-EZ) 2015
Additional Data
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