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 | MEMBERSHIP IS OPEN TO PERSONS NOT ENGAGED IN PUBLIC TAX PRACTICE WHO ARE EMPLOYED BY CORPORATIONS AND OTHER BUSINESSES IN AN EXECUTIVE, ADMINISTRATIVE, OR MANAGERIAL CAPACITY AND WHO MEET THE FOLLOWING QUALIFICATIONS: (1) IN AN ORGANIZATION HAVING AN INTEGRATED SEPARATE TAX DEPARTMENT, THE HEAD OF THAT DEPARTMENT AND ANY OTHER PERSONS THE DEPARTMENT HEAD DESIGNATES, PROVIDING THEIR WORK CONSISTS PRINCIPALLY OF ADMINISTERING TAXES ON AN EXECUTIVE OR MANAGEMENT LEVEL. (2) IN AN ORGANIZATION HAVING A NONINTEGRATED TAX DEPARTMENT WHERE THE TAX FUNCTION MAY BE DIVIDED BETWEEN THE LEGAL, ACCOUNTING, OR OTHER DEPARTMENTS, THOSE PERSONS WHO DEVOTE THEIR PRINCIPAL TIME TO THE TAX FUNCTIONS OR WHOSE PRINCIPAL RESPONSIBILITIES ARE THE HANDLING OF THE TAX FUNCTIONS IN THEIR RESPECTIVE DEPARTMENTS AT AN EXECUTIVE, ADMINISTRATIVE OR MANAGEMENT LEVEL, AND ANY OTHERS WHOM SUCH PERSONS DESIGNATE, PROVIDING THEIR WORK CONSISTS PRINCIPALLY OF ADMINISTERING TAXES ON AN EXECUTIVE OR MANAGEMENT LEVEL. (3) IN AN ORGANIZATION HAVING NEITHER AN INTEGRATED, SEPARATE TAX DEPARTMENT NOR ANY PERSON ON AN EXECUTIVE OR MANAGEMENT LEVEL WHOSE FULL TIME IS DEVOTED TO THE TAX FUNCTION, THOSE PERSONS CHARGED WITH THE RESPONSIBILITY OF ADMINISTERING THE TAX AFFAIRS OF THE ORGANIZATION ON AN EXECUTIVE OR MANAGEMENT LEVEL. |
| FORM 990, PART VI, SECTION A, LINE 7A | ARTICLE II, SECTION 4 OF THE INSTITUTE'S BY-LAWS PROVIDES THAT EACH OF THE TEI CHAPTERS "HAVE THE RIGHT, ONCE EVERY TWO YEARS, TO ELECT A DIRECTOR (CHAPTER REPRESENTATIVE) TO A TWO-YEAR TERM [ON THE INSTITUTE BOARD OF DIRECTORS]. THE TERMS OF OFFICE WITH RESPECT TO DIRECTORS FROM THE CHAPTERS ARE STAGGERED SO THAT THE NUMBER OF DIRECTORS ELECTED FROM THE CHAPTERS EACH YEAR ARE ONE-HALF OF THE NUMBER OF CHAPTERS OF THE INSTITUTE." IN RESPECT OF THE FOUR SENIOR OFFICERS AND ELEVEN REGIONAL VICE PRESIDENTS, ARTICLE V, SECTION 2 OF THE BY-LAWS PROVIDES THAT EACH YEAR, THE INSTITUTE'S NOMINATING COMMITTEE "MAKES NOMINATIONS FOR OFFICERS, EXCEPT THAT THE SENIOR VICE PRESIDENT AUTOMATICALLY SUCCEEDS TO THE OFFICE OF PRESIDENT AT THE NEXT ANNUAL MEETING OF MEMBERS BY OPERATION OF THESE BY-LAWS." UNDER SECTIONS 3 AND 5 OF THAT ARTICLE, IF NO OTHER NOMINATIONS ARE MADE BY 25 OR MORE MEMBERS WITHIN THE PRESCRIBED TIME PERIOD, THE OFFICERS ARE DEEMED ELECTED BY OPERATION OF THE BY-LAWS. IF THERE ARE OTHER NOMINATIONS, THE NAMES ARE PLACED ON THE BALLOT FOR SELECTION BY THE MEMBERSHIP. IN RESPECT OF PAST PRESIDENTS, ARTICLE II, SECTION 5, PROVIDES "PAST PRESIDENTS OF THE INSTITUTE WHO COMPLETE THEIR SERVICE AS PRESIDENT ON OR BEFORE THE 2018 ANNUAL MEETING OF THE MEMBERS, ARE BE NOMINATED TO SERVE ON THE BOARD EACH YEAR AS LONG AS THEY CONTINUE THEIR FULL MEMBERSHIP AND CONSENT TO SERVE AS DIRECTORS. PAST PRESIDENTS OF THE INSTITUTE WHO COMPLETE THEIR SERVICE AS PRESIDENT AFTER THE 2018 ANNUAL MEETING OF THE MEMBERS, ARE NOMINATED TO SERVE ON THE BOARD FOR UP TO SIX CONSECUTIVE ONE-YEAR TERMS FOLLOWING THEIR SERVICE AS PRESIDENT AS LONG AS THEY CONTINUE THEIR FULL MEMBERSHIP AND CONSENT TO SERVE. NOTHING IN THIS SECTION LIMITS THE ELIGIBILITY OF A PAST PRESIDENT TO SERVE ON THE BOARD AS A CHAPTER REPRESENTATIVE OR AN OFFICER." |
| FORM 990, PART VI, SECTION A, LINE 7B | ARTICLE X OF THE INSTITUTE'S BY-LAWS PROVIDES THAT AMENDMENTS TO THE BY-LAWS MUST BE APPROVED BY THE MEMBERSHIP. IN ADDITION, UNDER NEW YORK LAW, DIRECTORS ELECTED BY THE MEMBERSHIP (OR BY A CLASS OF MEMBERS) MAY ONLY BE REMOVED BY VOTE OF THOSE MEMBERS OR CLASS OF MEMBERS. NEW YORK LAW ALSO REQUIRES THE MEMBERSHIP TO APPROVE MERGERS OR CONSOLIDATIONS AND DISSOLUTION OF THE CORPORATION. |
| FORM 990, PART VI, SECTION B, LINE 11B | THE FORM 990 WAS PREPARED BY OUTSIDE ACCOUNTANTS AND ONE OF THE INSTITUTE'S FOUR SENIOR OFFICERS REVIEWS THE RETURN AFTER MANAGEMENT HAS APPROVED IT. THE RETURN WAS THEN PROVIDED TO THE BOARD PRIOR TO FILING. |
| FORM 990, PART VI, SECTION B, LINE 12C | THE GOVERNING BOARD IS ASKED TO SIGN THE CONFLICT OF INTEREST FORMS EACH YEAR AND TEI FOLLOWS UP SEVERAL TIMES TO ENSURE THAT THE FORMS ARE RECEIVED. TEI EMPLOYEES ARE ALSO REQUIRED TO DISCLOSE ANNUALLY INTERESTS THAT COULD GIVE RISE TO CONFLICTS. |
| FORM 990, PART VI, SECTION B, LINE 15 | THE PROCESS INCLUDES ALL OF THESE ELEMENTS: - REVIEW AND APPROVAL BY THE INSTITUTE'S EXECUTIVE COMMITTEE; - USE OF DATA AS TO COMPARABLE COMPENSATION; AND - CONTEMPORANEOUS DOCUMENTATION AND RECORDKEEPING 1. DEVELOPMENT OF RECOMMENDATIONS - THE EXECUTIVE DIRECTOR DEVELOPS RECOMMENDATIONS WITH RESPECT TO ALL MEMBERS OF THE STAFF OTHER THAN HIMSELF OR HERSELF, AND FORWARDS THEM TO THE INSTITUTE'S CURRENT AND INCOMING PRESIDENTS FOR REVIEW AND DISCUSSION. THOSE RECOMMENDATIONS ARE THEN REFERRED TO THE INSTITUTE'S EXECUTIVE COMMITTEE FOR REVIEW AND APPROVAL. THE CURRENT AND INCOMING PRESIDENTS DEVELOP A RECOMMENDATION WITH RESPECT TO THE EXECUTIVE DIRECTOR. 2. REVIEW AND APPROVAL - THE RECOMMENDATIONS REFERRED TO IN ITEM 1 ARE REVIEWED, ADJUSTED, AND APPROVED BY THE EXECUTIVE COMMITTEE, WITH THE EXECUTIVE DIRECTOR NOT BEING INVOLVED IN A DISCUSSION OF HIS OR HER OWN COMPENSATION; THE RECOMMENDATION IN RESPECT OF THE EXECUTIVE DIRECTOR IS REVIEWED AND APPROVED BY THE FULL BOARD OF DIRECTORS. HENCE, PERSONS WITH CONFLICTS OF INTEREST WITH RESPECT TO THE COMPENSATION ARRANGEMENTS AT ISSUE ARE NOT INVOLVED IN THIS REVIEW AND APPROVAL. 3. USE OF DATA AS TO COMPARABLE COMPENSATION - THE COMPENSATION OF ALL STAFF MEMBERS ARE REVIEWED AND APPROVED USING DATA ON COMPARABLE COMPENSATION FOR SIMILARLY QUALIFIED PERSONS IN FUNCTIONALLY COMPARABLE POSITIONS AT SIMILARLY SITUATED ORGANIZATIONS. AMONG THE SOURCES OF SUCH COMPARABLE INFORMATION IS THE ASAE'S ASSOCIATION COMPENSATION AND BENEFITS SURVEY. 4. CONTEMPORANEOUS DOCUMENTATION AND RECORD KEEPING - THERE IS CONTEMPORANEOUS DOCUMENTATION AND RECORDKEEPING WITH RESPECT TO THE DELIBERATIONS AND DECISIONS REGARDING THE COMPENSATION ARRANGEMENT. THE LAST TOP MANAGEMENT OFFICIAL COMPENSATION REVIEW TOOK PLACE IN JUNE 2023. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. |
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