Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| FORM 990, PART VI, SECTION A, LINE 6 | THE MEMBERSHIP OF THE SOCIETY CONSISTS OF ALL PERSONS WHO ARE ACCEPTED FOR MEMBERSHIP PURSUANT TO MEMBERSHIP ELIGIBILITY RULES. PERSONS ELIGIBLE TO BECOME MEMBERS IN THE SOCIETY ARE (A) PERSONS WHOSE PRIMARY ROLES ARE AS CORPORATE SECRETARIES AND ASSISTANT SECRETARIES OF LEGAL ENTITIES, (B) OTHER EMPLOYEES OF LEGAL ENTITIES WHO HAVE A SUBSTANTIAL INVOLVEMENT WITH THE CORPORATE SECRETARIAL, GOVERNANCE, ETHICS OR COMPLIANCE FUNCTIONS WITHIN THEIR ENTITY, AND (C) PERSONS WITH FIRMS THAT PROVIDE SERVICES TO THE CORPORATE SECRETARIAL, GOVERNANCE, ETHICS OR COMPLIANCE FUNCTION (SUCH AS ATTORNEYS IN PRIVATE PRACTICE, ACCOUNTANTS, BANK TRUST OFFICERS, FINANCIAL PRINTERS, PROXY SOLICITORS, AND TRANSFER AGENTS). |
| FORM 990, PART VI, SECTION A, LINE 7A | EACH MEMBER, OTHER THAN RETIRED AND HONORARY MEMBERS, SHALL BE ENTITLED TO CAST ONE VOTE, EITHER IN PERSON, VIA EMAIL OR OTHER ELECTRONIC CONVEYANCE, OR BY PROXY (INCLUDING A PROXY TRANSMITTED ELECTRONICALLY), WITH RESPECT TO ALL MATTERS PRESENTED FOR CONSIDERATION AT A MEETING OF MEMBERS. THE VOTE FOR DIRECTORS MAY BE BY BALLOT IF THE BOARD OF DIRECTORS SHALL SO ELECT OR IF REQUESTED BY A MAJORITY OF THE VOTING MEMBERS REPRESENTED AT A MEETING. DIRECTORS SHALL BE ELECTED BY A PLURALITY OF THE VOTES CAST AT A MEETING OF MEMBERS. |
| FORM 990, PART VI, SECTION A, LINE 7B | EACH MEMBER, OTHER THAN RETIRED AND HONORARY MEMBERS, SHALL BE ENTITLED TO CAST ONE VOTE, EITHER IN PERSON, VIA EMAIL OR OTHER ELECTRONIC CONVEYANCE, OR BY PROXY (INCLUDING A PROXY TRANSMITTED ELECTRONICALLY), WITH RESPECT TO ALL MATTERS PRESENTED FOR CONSIDERATION AT A MEETING OF MEMBERS. THE VOTE ON ANY OTHER MATTER MAY BE BY BALLOT IF THE BOARD OF DIRECTORS SHALL SO ELECT OR IF REQUESTED BY A MAJORITY OF THE VOTING MEMBERS REPRESENTED AT A MEETING. ALL OTHER MATTERS, EXCEPT AS MAY BE REQUIRED BY LAW, THE CERTIFICATE OF INCORPORATION OR THE BY-LAWS, SHALL BE AUTHORIZED BY A MAJORITY OF THE VOTES CAST AT A MEETING OF MEMBERS BY THE MEMBERS ENTITLED TO VOTE THEREAT. |
| FORM 990, PART VI, SECTION B, LINE 11B | THE 990 IS REVIEWED BY THE SOCIETY'S PRESIDENT AND CHIEF EXECUTIVE OFFICER, CHIEF OPERATING OFFICER, AND FINANCIAL CONSULTANT. ONCE THAT REVIEW IS COMPLETED IT IS GIVEN TO THE AUDIT AND FINANCE COMMITTEE FOR REVIEW AND APPROVAL. IF ANY CHANGES ARE REQUIRED, THEY ARE MADE. THE 990 IS THEN DISTRIBUTED TO THE FULL BOARD, WHICH IS GIVEN A COMMENT PERIOD BEFORE THE FILING. |
| FORM 990, PART VI, SECTION B, LINE 12C | THE SOCIETY DISTRIBUTES AND COLLECTS ITS CONFLICTS OF INTEREST POLICY ANNUALLY TO ALL EMPLOYEES AND BOARD MEMBERS. THE SOCIETY HAS APPOINTED A VOLUNTEER MEMBER TO SERVE AS ITS COMPLIANCE OFFICER. THE OFFICER REVIEWS THE FORMS AND INFORMS THE BOARD OF ANY POTENTIAL CONFLICTS. NO ACTUAL CONFLICTS WERE DETERMINED. |
| FORM 990, PART VI, SECTION B, LINE 15 | THE BOARD EXECUTIVE STEERING COMMITTEE, AMONG OTHER TASKS SPECIFIED IN ITS CHARTER, SERVES AS THE COMPENSATION COMMITTEE. IT REVIEWS AND APPROVES COMPENSATION LEVELS FOR THE PRESIDENT AND CEO. IT ALSO REVIEWS AND APPROVES THE BONUS POOL FOR KEY EMPLOYEES. ONCE THE COMPENSATION LEVELS HAVE BEEN ADOPTED, THE EXECUTIVE STEERING COMMITTEE INFORMS THE BOARD. THESE DELIBERATIONS ARE GENERALLY DESCRIBED IN THE MINUTES. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE SOCIETY'S FINANCIAL STATEMENTS, FORM 990, CODE OF CONDUCT, AND KEY GOVERNANCE DOCUMENTS ARE AVAILABLE ON THE SOCIETY'S WEBSITE. |
| FORM 990, PART XI, LINE 9: | PENSION RELATED BENEFITS-CHANGES OTHER THAN SERVICE COSTS -62,211. |
| Software ID: | |
| Software Version: |