| Return Reference | Explanation |
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| FORM 990, PART V, LINE 2A | NATIONAL ASSOCIATION OF PROFESSIONAL EMPLOYER ORGANIZATIONS (NAPEO) LEASES EMPLOYEES FROM A PROFESSIONAL EMPLOYMENT ORGANIZATION, PAYCHEX PEO II LLC. THE EMPLOYEES ARE CONSIDERED COMMON LAW EMPLOYEES OF NAPEO, HOWEVER, PAYCHEX PEO II LLC IS THE EMPLOYER OF RECORD AND EMPLOYEES RECEIVE THEIR W-2S FROM PAYCHEX PEO II LLC. |
| FORM 990, PART VI, SECTION A, LINE 4 | DURING THE FISCAL YEAR THE ORGANIZATION AMENDED THEIR BYLAWS FOR THE FOLLOWING CHANGES: ARTICLE IV: MEMBERSHIP - ALLOWS THE BOARD TO ESTABLISH ADDITIONAL MEMBERSHIP CLASSES. CLARIFIES A MEMBER INCLUDES AFFILIATED ENTITIES PROVIDING PEO SERVICES. CLARIFIES THAT ASSOCIATE MEMBERS UNDER COMMON CONTROL WITH A REGULAR MEMBER LOSE VOTING RIGHTS. RETAINS TWO ASSOCIATE MEMBER BOARD SEATS. ARTICLE VII: OFFICERS - MAINTAINS TWO CONSECUTIVE-TERM LIMIT FOR CHAIR AND VICE CHAIR. ALLOWS SECRETARY/TREASURER TO SERVE UP TO THREE ADDITIONAL CONSECUTIVE TERMS. ARTICLE VIII: DUTIES OF OFFICERS - ALLOWS EITHER A REGULAR OR ASSOCIATE MEMBER REPRESENTATIVE TO SERVE AS SECRETARY/TREASURER. INCREASES ASSOCIATE MEMBER BOARD REPRESENTATION FROM TWO TO THREE SEATS IF AN ASSOCIATE MEMBER HOLDS THE OFFICE OF SECRETARY/TREASURER. ARTICLE IX: BOARD OF DIRECTORS - CLARIFIES TREATMENT OF BOARD VACANCIES AND REPLACEMENT TERMS. EXPANDS PROCEDURES FOR BOARD ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT A MEETING. ARTICLE X: EXECUTIVE COMMITTEE - FORMALIZES EXECUTIVE COMMITTEE RESPONSIBILITY FOR STRATEGIC PLANNING, ANNUAL CEO EVALUATION, BOARD NOMINATIONS. REQUIRES STRATEGIC PLAN REVIEW AT LEAST EVERY THREE YEARS. AUTHORIZES THE EXECUTIVE COMMITTEE TO ACT ON BEHALF OF THE BOARD DURING EMERGENCIES WHEN A QUORUM CANNOT BE ASSEMBLED. ESTABLISHES PROCEDURES FOR INTERIM CEO SELECTION, SEARCH COMMITTEE FORMATION, EXTERNAL SEARCH ASSISTANCE. PROHIBITS AUDIT SUBCOMMITTEE MEMBERS FROM SIMULTANEOUSLY SERVING ON THE EXECUTIVE COMMITTEE. |
| FORM 990, PART VI, SECTION A, LINE 6 | REGULAR MEMBERS ARE BUSINESSES THAT PROVIDE PROFESSIONAL EMPLOYER ORGANIZATION (PEO) SERVICES; ASSOCIATE MEMBERS ARE INDIVIDUALS OR FIRMS WHO PROVIDE A PRODUCT OR SERVICE TO THE PEO INDUSTRY BUT ARE NOT ENGAGED IN PROVIDING PEO SERVICES; AND HONORARY MEMBERS ARE PERSONS WHO HAVE GAINED EMINENCE IN THE INDUSTRY, OR WHO MERIT THE ASSOCIATION'S ESTEEM AND HAVE BEEN ELECTED AN HONORARY MEMBER BY UNANIMOUS VOTE OF THE BOARD OF DIRECTORS. REGULAR MEMBERS AND ASSOCIATE MEMBERS HAVE THE RIGHT TO VOTE. |
| FORM 990, PART VI, SECTION A, LINE 7A | DIRECTORS SHALL BE ELECTED BY THE VOTING MEMBERS OF THE ASSOCIATION AT THE ANNUAL MEETING AND FOR A TWO (2) YEAR TERM. |
| FORM 990, PART VI, SECTION A, LINE 7B | THESE BYLAWS MAY BE AMENDED OR REPEALED BY A MAJORITY VOTE OF A QUORUM OF THE VOTING MEMBERS PRESENT AT ANY ANNUAL OR SPECIAL MEETING OF THE ASSOCIATION DULY CALLED AND REGULARLY HELD, NOTICE OF SUCH PROPOSED CHANGES HAVING BEEN MAILED IN WRITING, INCLUDING ELECTRONIC MAIL, TO THE VOTING MEMBERS AT LEAST THIRTY (30) DAYS BEFORE SUCH MEETING, AND SUCH CHANGES HAVING BEEN PREVIOUSLY PRESENTED TO THE BOARD OF DIRECTORS, NOT LATER THAN FORTY-FIVE (45) DAYS PRIOR TO SUCH ANNUAL OR SPECIAL MEETING OF THE ASSOCIATION, AND APPROVED BY THE BOARD OF DIRECTORS. IN THE EVENT THAT THE BOARD OF DIRECTORS FAILS TO APPROVE A PROPOSED AMENDMENT SO PRESENTED, THEN SUCH PROPOSAL SHALL NOT BE PRESENTED TO VOTING MEMBERS UNLESS, EITHER CONTEMPORANEOUSLY WITH PRESENTATION TO THE BOARD OF DIRECTORS OF SUCH PROPOSED CHANGES OR AT ANY TIME THEREAFTER, NOT LESS THAN TWENTY-FIVE VOTING MEMBERS OR TEN PERCENT (10%) OF THE VOTING MEMBERS, WHICHEVER IS A GREATER NUMBER OF MEMBERS, PRESENT AN APPLICATION TO THE BOARD OF DIRECTORS NOT LATER THAN FORTY-FIVE (45) DAYS PRIOR TO ANY ANNUAL OR SPECIAL MEETING OF THE ASSOCIATION MEMBERSHIP THAT SUCH PROPOSAL BE PRESENTED TO THE VOTING MEMBERS AT LEAST THIRTY (30) DAYS BEFORE SUCH MEETING, AND A VOTE ON SUCH PROPOSED AMENDMENTS SHALL BE TAKEN AT SAID MEETING. THE COST OF GIVING NOTICE OF THE PROPOSED CHANGES TO MEMBERS SHALL BE AT THE EXPENSE OF THE APPLICANT(S) AND SHALL BE PREPAID TO NATIONAL HEADQUARTERS. ANY SUCH APPROVED CHANGES WILL AUTOMATICALLY TAKE EFFECT NO LATER THAN SIXTY (60) DAYS AFTER FAVORABLE MEMBERSHIP VOTE, UNLESS OTHERWISE SPECIFIED IN THE PARLIAMENTARY ACTION WHICH BRINGS THE MATTER TO A VOTE. |
| FORM 990, PART VI, SECTION B, LINE 11B | THE BOARD OF DIRECTORS DOES NOT REVIEW THE FORM 990 PRIOR TO FILING. THE FORM 990 IS PREPARED BY THE ASSOCIATION'S OUTSIDE PUBLIC ACCOUNTING FIRM BASED ON INFORMATION AND FEEDBACK PROVIDED BY MANAGEMENT. |
| FORM 990, PART VI, SECTION B, LINE 12C | DIRECTORS AND KEY EMPLOYEES ARE REQUIRED TO DISCLOSE ANNUALLY INTEREST THAT COULD GIVE RISE TO CONFLICTS. THE ASSOCIATION'S CONFLICT OF INTEREST POLICY IS CIRCULATED TO ALL BOARD MEMBERS AND KEY EMPLOYEES DURING THE FIRST MEETING OF THE BOARD FOLLOWING THE ANNUAL ELECTION OF OFFICERS AND DIRECTORS. ALL ARE ASKED TO READ THE POLICY AND COMPLETE A RELATED PARTY QUESTIONNAIRE AND CONFLICT OF INTEREST POLICY ACKNOWLEDGEMENT. WITH RESPECT TO ALL EMPLOYEES BUT THE CEO/ PRESIDENT, THE CEO/ PRESIDENT OF NAPEO HAS THE ULTIMATE AUTHORITY TO DETERMINE WHAT REMEDIAL STEPS SHOULD BE TAKEN IN SITUATIONS INVOLVING AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST. WITH RESPECT TO THE CEO/ PRESIDENT AND THE VOLUNTEER ELECTED DIRECTOR AND OFFICERS OTHER THAN THE CHAIRMAN, THE CHAIRMAN HAS THE ULTIMATE AUTHORITY TO DETERMINE WHAT REMEDIAL STEPS SHOULD BE TAKEN IN SITUATIONS INVOLVING AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST. WITH RESPECT TO THE CHAIRMAN, THE EXECUTIVE COMMITTEE OF THE ORGANIZATION HAS THE ULTIMATE AUTHORITY TO DETERMINE WHAT REMEDIAL STEPS SHOULD BE TAKEN IN SITUATIONS INVOLVING AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST. |
| FORM 990, PART VI, SECTION B, LINE 15 | THE EXECUTIVE COMPENSATION COMMITTEE IS RESPONSIBLE FOR NEGOTIATING AND ESTABLISHING THE EMPLOYMENT CONTRACT OF THE ASSOCIATION'S CHIEF EXECUTIVE OFFICER. THE COMPENSATION COMMITTEE SHALL SET THE CEO'S COMPENSATION UNDER THE FOLLOWING PROCEDURES: COMPENSATION MUST BE COMPETITIVE WITHIN THE ASSOCIATION MARKETPLACE BASED UPON RECENT COMPENSATION SURVEY DATA OF SIMILAR ASSOCIATION MEMBERSHIP TYPES (TRADE ASSOCIATION), BUDGET SIZE, STAFF SIZE, AND GEOGRAPHIC SCOPE. (ASAE AND CEO UPDATE SURVEYS WERE USED). THE COMPENSATION COMMITTEE SHALL KEEP DOCUMENTATION AND RECORDS WITH RESPECT TO THE DELIBERATIONS AND DECISIONS REGARDING THE COMPENSATION AGREEMENT. THE CHAIRMAN COMMUNICATES THE DECISIONS RELATIVE TO THE CEO'S COMPENSATION IN WRITING TO THE VP OF FINANCE FOR IMPLEMENTATION. THE PROCESS WAS MOST RECENTLY REVIEWED IN 2025. THE CEO IS RESPONSIBLE FOR SETTING COMPENSATION FOR THE ASSOCIATION STAFF, INCLUDING THE SENIOR MANAGEMENT TEAM. ANNUALLY, THE EXECUTIVE COMPENSATION COMMITTEE REVIEWS THE COMPENSATION OF THE SENIOR MANAGEMENT TEAM AND DETERMINES THAT NO PERSON WITH CONFLICTS OF INTEREST SHALL REVIEW, SET OR APPROVE COMPENSATION ARRANGEMENTS. IT IS THE POLICY OF THE ASSOCIATION THE COMPENSATION OF THE SENIOR MANAGEMENT TEAM SHOULD BE ESTABLISHED TO ATTRACT AND RETAIN THE MOST PROFESSIONAL STAFF WITH EXPERTISE IN THEIR AREA OF COMPETENCE AND EXCELLENCE IN MANAGEMENT, GOVERNANCE, AND SERVICE TO THE MEMBERSHIP. THE COMPENSATION FOR THE SENIOR MANAGEMENT TEAM SHALL BE WITHIN THE BUDGET ESTABLISHED BY THE BOARD OF THE DIRECTORS AND SHALL BE SET USING INDEPENDENT DATA AS TO COMPARABLE COMPENSATION FOR QUALIFIED PERSONS IN COMPARABLE POSITIONS AT SIMILAR ORGANIZATIONS. THE PROCESS WAS MOST RECENTLY REVIEWED IN 2025. |
| FORM 990, PART VI, SECTION C, LINE 19 | NAPEO'S BYLAWS ARE POSTED ON OUR WEBSITE. OUR FINANCIAL STATEMENTS AND CONFLICT OF INTEREST POLICY ARE MADE AVAILABLE UPON REQUEST. |
| FORM 990, PART IX, LINE 11G | RESEARCH SERVICES 199,200. COMPLIANCE CONSULTING 23,504. REGULATORY CONSULTING 510,090. RECRUITING SERVICES 26,250. OTHER CONSULTING 485,093. |
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