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 1a | The number of voting members includes Past Chairs with voting rights. |
| Form 990, Part VI, Section A, line 2 | The National Restaurant Association has 58 board members. For operating purposes, the Organization presumes that some of those board members, from time to time, may have family or business relationships with other board members. Officers, key employees, and voting board members of the Organization are required to submit conflict of interest disclosure statements on an annual basis. Where a board member has disclosed a family or business relationship with another board member, that information is reported. |
| Form 990, Part VI, Section A, line 4 | The Association updated its bylaws on January 28, 2021. The following significant changes were made: a) The Executive Committee was enlarged and further empowered to enhance efficiency, effectiveness and nimbleness in overseeing the business of the Association through more frequent dialogue and structured category representation. b) The board will ratify the annual budget and slate of new directors. c) Board approval is required for material off-budget transactions. d) The Executive Committee will expand to 24 members and include representation from all Board e) industry categories f) Committees will be selected from both the Executive Committee and Board based upon leadership, experience, skill sets, and industry reputation. g) The Board of Directors has been expanded to include about 75 individuals. h) The full Board meets two times per year; written updates will be provided on a regular basis to the Board by the Executive Committee and additional opportunities for Board engagement will be led by the CEO. i) The full Board will meet to obtain industry updates, advocacy briefings and consider matters requiring full Board attention. j) The Executive Committee would have the full authority and fiduciary responsibility to exercise all of the powers of the Board, except the following which would require action by the full Board : a. To ratify the annual budget and to ratify material transactions outside of the annual budget b. To ratify the slate of new Directors and the Treasurer after recommendation and approval c. To amend the bylaws, articles of incorporation d. To amend or change the Association tax status e. To ratify any merger f. As otherwise limited by applicable law k) Executive Committee members shall serve two-year terms, staggered to ensure continuity l) The Executive Committee will be selected by the Governance Committee, with input from the incoming Chair and incoming Vice Chair. |
| Form 990, Part VI, Section A, line 6 | The National Restaurant Association is organized as a corporation with members who have the right to participate in the Organization's governance. Members include voting and non-voting members. Voting membership is available to an organization directly engaged in the restaurant and foodservice industry meeting eligibility criteria established by the Board of Directors. Non-voting membership is available to an organization or individual in categories, and meeting eligibility criteria, established by the Board of Directors. |
| Form 990, Part VI, Section A, line 7a | The Board elects the officers of the governing body of the National Restaurant Association nominated by the Board Governance Committee. Members have the right to approve decisions of the governing body's election of directors and officers. |
| Form 990, Part VI, Section B, line 11b | The Form 990 is reviewed by the governing body's leadership which includes the following positions: Officers of the Association including the Chairman, Vice Chairman and the Treasurer/Chairman of the Finance Committee of the Board. Form 990 is distributed to and reviewed by this leadership group prior to filing. |
| Form 990, Part VI, Section B, line 12c | Officers and Directors are required to disclose conflicts of interest annually to the Chair of the Board of Directors. For each interest disclosed to the Chair, the Chair will determine whether to: (a) take no action; (b) assure full disclosure to the Board of Directors and other individuals covered by this policy; (c) ask the person to recuse from participation in related Association discussion or decisions; (d) ask the person to resign from the Association position, or, if the person refuses to resign; become subject to possible removal in accordance with removal procedures in the Association bylaws. The President and CEO and CFO monitor proposed or ongoing transactions for conflicts of interest and disclose them to the Chair in order to deal with potential or actual conflicts, whether discovered before or after the transaction has occurred. |
| Form 990, Part VI, Section B, line 15a | The National Restaurant Association Compensation Committee reviews and approves the compensation of the Chief Executive Officer, and direct reports. An outside consultant is used to provide comparable data for similarly qualified person in functionally situated organizations for consideration. Contemporaneous documentation of these decisions regarding the compensation are prepared and maintained. |
| Form 990, Part VI, Section C, line 19 | The Organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request for the same period of disclosure set forth in IRC Section 6104(d). |
| Form 990, Part XI, line 9: | Loss on Foreign Currency Transactions -5,329. Winsight Note and Investment Write-Off 90,000,000. Change in Fair Market Value of Interst Rate Swap 145,141. |
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