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 | THE EXECUTIVE COMMITTEE IS COMPOSED OF THE OFFICERS AND MAY ACT FOR THE BOARD OF DIRECTORS BETWEEN MEETINGS OF THE BOARD OR AS OTHERWISE AUTHORIZED BY THE BOARD, CONSISTENT WITH APPLICABLE LAW. THE EXECUTIVE COMMITTEE SHALL NOT, HOWEVER, HAVE THE POWER TO: APPROVE A DISSOLUTION OR MERGER; SELL CORPORATE ASSETS; REMOVE A DIRECTOR OR OFFICER; FILL VACANCIES ON THE BOARD OF DIRECTORS OR ON ANY COMMITTEE; FIX COMPENSATION RELATING TO BOARD OR COMMITTEE SERVICE; AMEND, REPEAL, OR ADOPT BYLAWS; OR AMEND OR REPEAL ANY RESOLUTION OF THE BOARD WHICH, BY ITS TERMS, IS NOT SO AMENDABLE OR REPEALABLE. ALL PROCEEDINGS AND ACTIONS OF THE EXECUTIVE COMMITTEE SHALL BE RECORDED AND REPORTED TO THE BOARD OF DIRECTORS AT THE NEXT MEETING OF THE BOARD. |
| FORM 990, PART VI, SECTION A, LINE 6 | THE ISA SHALL BE ORGANIZED AS A MEMBERSHIP ORGANIZATION UNDER THE POLICIES DETERMINED AND ESTABLISHED BY THE BOARD OF DIRECTORS. QUALIFIED PERSONS AND ORGANIZATIONS SEEKING MEMBERSHIP SHALL BE ACCEPTED AS MEMBERS OF THE SOCIETY UPON THE ACCEPTANCE OF THE REQUIRED APPLICATION, DUES, FEES, AND ASSESSMENTS, AND CONSISTENT WITH ALL CORPORATE POLICIES. ISA'S MEMBERSHIP CLASSES ARE PROFESSIONAL, LIFE, SENIOR, STUDENT, HONORARY LIFE, AND ASSOCIATE. |
| FORM 990, PART VI, SECTION A, LINE 7A | UNDER THE RELEVANT TERMS OF BYLAWS, THE NEW STRUCTURE IS COMPOSED OF THE ISA BOARD OF DIRECTORS, COMPRISED OF FIFTEEN (15) DIRECTORS, INCLUDE: EIGHT (8) DIRECTOR POSITIONS FILLED BY DIRECT ISA MEMBERSHIP ELECTIONS; FIVE (5) DIRECTOR POSITIONS FILLED BY ELECTION OF THE COUNCIL OF COMPONENT REPRESENTATIVES; AND, A PRESIDENT/CHAIR OF THE BOARD AND A PRESIDENT/CHAIR-ELECT ELECTED BY THE BOARD OF DIRECTORS FROM THE CURRENT DIRECTORS. DIRECTORS SERVE FOR A THREE YEAR TERM. OTHER THAN THE PRESIDENT/CHAIR OF THE BOARD OF DIRECTORS, AND PRESIDENT/CHAIR ELECT IN LIMITED CIRCUMSTANCES, NO DIRECTOR SHALL BE PERMITTED TO SERVE MORE THAN TWO (2) CONSECUTIVE TERMS OF OFFICE OR SIX (6) CONSECUTIVE YEARS, WHICHEVER PERIOD IS LONGER. THE TERMS OF THE DIRECTOR SHALL BE STAGGERED. |
| FORM 990, PART VI, SECTION B, LINE 11 | INITIAL REVIEW IS COMPLETED BY THE DIRECTOR OF FINANCE AND OPERATIONS AND THE EXECUTIVE DIRECTOR. THE ISA PRESIDENT AND CHAIR OF THE FINANCE COMMITTEE IS FORWARDED A COPY. THESE FOUR HAVE FINAL APPROVAL. THE COMPLETED FORM 990 IS POSTED TO THE BOARD OF DIRECTORS WEBSITE FOR REVIEW AND COMMENT. |
| FORM 990, PART VI, SECTION B, LINE 12C | EACH BOARD MEMBER IS REQUIRED TO COMPLETE A CONFLICT OF INTEREST DISCLOSURE FORM AND REVIEW ON AN ANNUAL BASIS. A POTENTIAL CONFLICT OF INTEREST MAY EXIST ANY TIME A BOARD MEMBER'S ACTIONS MAY BE REASONABLY BELIEVED TO BE MOTIVATED BY THE POTENTIAL FOR PERSONAL GAIN, OR POTENTIAL GAIN OF THIRD PARTIES IN WHICH THE BOARD MEMBER HAS A MATERIAL INTEREST. IN THE EVENT OF SUCH A CONFLICT THE BOARD MEMBER SHOULD DISCLOSE THE CONFLICT AND ABSTAIN FROM DISCUSSION AND VOTING ON ANY ACTION RELATED TO THE CONFLICT. IF THE BOARD MEMBER DOES NOT VOLUNTARILY ABSTAIN, THE BOARD MAY VOTE TO DETERMINE WHETHER OR NOT TO REQUIRE AN ABSTENTION. |
| FORM 990, PART VI, SECTION B, LINE 15 | PERFORMANCE WILL BE DETERMINED UTILIZING A FORMAL EVALUATION FORM AND WILL INCORPORATE THE INPUT OF MEMBERS OF THE BOARD OF DIRECTORS AT A MINIMUM. THE ISA PRESIDENT WILL INITIATE AN ANNUAL REVIEW OF THE WORK PERFORMANCE OF THE ISA EXECUTIVE DIRECTOR IN ACCORDANCE WITH THIS POLICY. A SALARY RANGE WILL BE DETERMINED FOR THE POSITION OF EXECUTIVE DIRECTOR. ADJUSTMENTS TO SALARY ARE DETERMINED BASED ON EVALUATION OF THE EXECUTIVE DIRECTOR'S PERFORMANCE DURING THE PAST YEAR. THE PRESIDENT ALONG WITH THE EXECUTIVE COMMITTEE WILL DETERMINE PAY ADJUSTMENTS BASED ON THE RESULTS OF THE EXECUTIVE DIRECTOR'S PERFORMANCE REVIEW. IT IS THE RESPONSIBILITY OF THE PRESIDENT AND PRESIDENT-ELECT TO COMMUNICATE THE RESULTS OF THE PERFORMANCE EVALUATION AND ANY ADJUSTMENTS TO THE SALARY. RESPONSIBILITY FOR EXECUTION OF SALARY CHANGES LIES WITH THE DIRECTOR OF OPERATIONS AS DIRECTED BY THE PRESIDENT. THE RANGE WILL BE BASED ON BENCHMARKING OF SIMILAR POSITIONS IN TERMS OF GEOGRAPHIC LOCATION, BUDGET, PERSONNEL AND JOB RESPONSIBILITIES. THE RANGE OF SALARY FOR THE EXECUTIVE DIRECTOR WILL BE SET BY BENCHMARKING AGAINST NON-PROFITS SIMILAR IN SIZE, GEOGRAPHIC AREA, BUDGET AND RESPONSIBILITIES OF THE EXECUTIVE DIRECTOR. SALARY BENCHMARKING WILL BE CONDUCTED BY A PROFESSIONAL EXECUTIVE COMPENSATION RESEARCH SERVICE EVERY FIVE YEARS OR NO SOONER THEN THREE YEARS IF NECESSARY. THE DIRECTOR OF OPERATIONS WILL ASSIST THE PRESIDENT TO ACQUIRE DATA AND SELECT AND RETAIN THE BENCHMARKING CONSULTANT IF NEEDED. PAY IS GENERALLY CENTERED ON THE MID-POINT OF THE RANGE. PAY ABOVE THE MID-POINT IS FOR CONSISTENT EXEMPLARY PERFORMANCE. SOURCES USED INCLUDE: 2008 NATIONAL EXECUTIVE COMPENSATION SURVEY FROM EMPLOYERS ASSOCIATION, 2008 ASAE ASSOCIATION COMPENSATION, AMERICAN RESEARCH COMPANY NATIONAL COMPENSATION STUDY, AND A THIRD PARTY (EMPLOYERS' ASSN) REVIEW LETTER. |
| FORM 990, PART VI, SECTION C, LINE 19 | ISA PUTS THE GOVERNING DOCUMENTS AND FINANCIAL STATEMENTS ON THE ISA WEBSITE, BEHIND A MEMBER LOGIN SO ONLY MEMBERS HAVE ACCESS. CONFLICT OF INTEREST POLICY IS LISTED ON ISA INTRANET AND BOARD WEBSITE. ISA WILL MAKE COPIES OF EACH AVAILABLE TO THE PUBLIC UPON REQUEST. |
| FORM 990, PART XII, LINE 2C: | ISA HAS NOT CHANGED THE OVERSIGHT PROCESS OR THE SELECTION PROCESS DURING THE CURRENT YEAR. |
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