Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
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| 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 --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 ONLY FROM A NON-U.S. LICENSING AUTHORITY. |
| FORM 990, PART VI, SECTION A, LINE 7A | THE AIA BOARD IS SELECTED AS FOLLOWS: --OFFICERS: PRESIDENT, FIRST VICE PRESIDENT, SECRETARY, AND TREASURER, ALL OF WHOM ARE SELECTED BY THE DELEGATES AT THE ANNUAL MEETING --ONE DIRECTOR FROM THE COUNCIL OF ARCHITECTURAL COMPONENT EXECUTIVES (CACE) --ONE DIRECTOR SELECTED BY THE NATIONAL ASSOCIATES COMMITTEE (NAC), FROM AMONG THE ASSOCIATES --ONE STUDENT DIRECTOR, SELECTED BY THE MEMBERSHIP OF THE AMERICAN INSTITUTE OF ARCHITECTURE STUDENTS --AS MANY AS TWO DIRECTORS, APPOINTED BY THE PRESIDENT --THREE AT-LARGE DIRECTORS, SELECTED BY THE DELEGATES AT THE ANNUAL MEETING --THREE AT-LARGE DIRECTORS, SELECTED BY THE INSTITUTE'S STRATEGIC COUNCIL --EXECUTIVE VICE PRESIDENT/CEO (NON-VOTING UNDER CONTRACT, HIRED BY THE BOARD) |
| 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 VOTE AT MEMBERSHIP MEETINGS OF THE INSTITUTE. |
| FORM 990, PART VI, SECTION B, LINE 11B | THE ASSOCIATION'S INTERNAL PROCESS FOR REVIEW OF TAX FORMS IS EXTENSIVE. FOR THE FORM 990, THE ASSOCIATION'S CONTROLLER (A CPA) COMPILES THE INFORMATION FOR THE RETURN 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 SENIOR VICE PRESIDENT, FINANCE & ADMIN, 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 THEN REVIEWS THE 990 IN DRAFT BEFORE IT IS SUBMITTED. |
| 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 15 | THE AIA COMPENSATION PROCESS FOR THE CEO IS AS FOLLOWS: 1. AT THE BEGINNING OF EACH YEAR, CEO AND PRESIDENT DRAFT AND DISCUSS PERFORMANCE GOALS FOR THE CURRENT YEAR. 2. PRESIDENT AND CEO MEET TO DISCUSS PROGRESS, CHALLENGES, AND CHANGES RELATIVE TO THE ESTABLISHED GOALS. 3. CEO AND VICE PRESIDENT OF HUMAN RESOURCES (VPHR) MEET WITH AN OUTSIDE COMPENSATION EXPERT TO DISCUSS THE CEO PERFORMANCE AND COMPENSATION PROCESS, ACTIVITIES, TIMELINE, PARTICIPANTS, ASSIGNMENTS, MARKET ANALYSIS SOURCES AND METHODOLOGY. 4. THE COMPENSATION CONSULTANT AND VPHR CONDUCT ANNUAL UPDATED MARKET ANALYSIS FOR THE CEO. 5. CEO SENDS COMPLETED SELF-ASSESSMENT WITH DRAFT LETTER FOR THE PAST PRESIDENT, TO THE COMPENSATION COMMITTEE FOR FEEDBACK. CEO ENSURES THAT LETTER IS UPDATED/FINALIZED. 6. PAST PRESIDENT SENDS SELF-ASSESSMENT TO THE BOARD AND SLT ALONG WITH A LINK TO AN ONLINE SURVEY. 7. THE COMPENSATION CONSULTANT REVIEWS AND SHARES SUMMARY OF SURVEY AND MARKET ANALYSIS WITH PAST PRESIDENT. 8. THE PAST PRESIDENT SHARES HIS/HER THOUGHTS ABOUT THE CEO'S PERFORMANCE WITH THE COMPENSATION COMMITTEE, ALONG WITH INFORMATION COMPILED BY THE COMPENSATION CONSULTANT. THE COMPENSATION COMMITTEE DISCUSSES BASE SALARY COMPENSATION AND BONUS FOR THE CEO. 9. THE PAST PRESIDENT SHARES INFORMATION REGARDING CEO PERFORMANCE AND COMPENSATION WITH THE BOARD. 10. THE PAST PRESIDENT (AND OTHER MEMBERS OF THE COMPENSATION COMMITTEE AS DEEMED NECESSARY BY THE PAST PRESIDENT) MEET WITH CEO TO DISCUSS PERFORMANCE AND COMMUNICATE THE COMMITTEE'S DECISION ON COMPENSATION. 11. THE PRESIDENT INFORMS THE VPHR (IN WRITING) OF THE DECISION ON COMPENSATION. NEW COMPENSATION IS RETROACTIVE TO JANUARY 1ST. 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 QUARTERLY, 4 TIMES A YEAR. IN 2021, AIA CONDUCTED 3 PERFORMANCE EVALUATIONS DURING THE YEAR. A. QUARTERLY 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 EVALUATED FOR HIS/HER PERFORMANCE ON: (A) GOALS AND OBJECTIVES. (B) COMPETENCIES FOR THE POSITION. (C) COMPENSATION IS DISCUSSED DURING THE ANNUAL REVIEW PROCESS. 2. AS PART OF THE AIA PERFORMANCE MANAGEMENT, THE COMPENSATION 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. H. EVERY EMPLOYEE IS GIVEN A SALARY STATEMENT EACH YEAR WHICH PROVIDES INFORMATION ON THEIR (1) PERCENTAGE MERIT INCREASE, (2) NEW SALARY FOR THE UPCOMING YEAR, (3) INCENTIVE COMPENSATION AMOUNT (IF APPLICABLE), AND (4) 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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