2023-11-03T10:29:21-05:00 2023-06-30 410746749 CLIFTONLARSONALLEN LLP 901 NORTH GLEBE ROAD SUITE 200 ARLINGTON VA 22203 990 2022-07-01 840502574 ASSOCIATION OF GOVERNING BOARDS OF UNIVERSITIES ASSO 2022968400 1666 K STREET NW SUITE 1200 WASHINGTON DC 20006 ELLEN CHAFFEE INTERIM PRESIDENT AND CEO 2022968400 2023-11-02 1 ELLEN CHAFFEE XXX-XX-XXXX 0 ROBERT WILLIAMS P01345960 5712279500 2023-11-02 2 AAL1 IAL1 2022 2023-04-26 12:10:37Z X ELLEN CHAFFEE 1666 K STREET NW SUITE 1200 WASHINGTON DC 20006 16734029 0 X AGB.ORG X 1974 DC THE ASSOCIATION OF GOVERNING BOARDS OF UNIVERSITIES AND COLLEGES EMPOWERS COLLEGE, UNIVERSITY, AND FOUNDATION BOARDS AND BOARD MEMBERS TO GOVERN WITH KNOWLEDGE AND CONFIDENCE, PROVIDING GUIDANCE AND THOUGHT LEADERSHIP THROUGH EXPERT SERVICES AND RESOURCES. 15 15 58 493 241316 0 2467748 1823033 12259521 12879630 2695314 936220 856645 653998 18279228 16292881 0 0 0 0 6548483 7600875 0 0 410250 8388013 8237502 14936496 15838377 3342732 454504 17317397 23591470 5866480 10998993 11450917 12592477 X THE ASSOCIATION OF GOVERNING BOARDS OF UNIVERSITIES AND COLLEGES EMPOWERS COLLEGE, UNIVERSITY, AND FOUNDATION BOARDS AND BOARD MEMBERS TO GOVERN WITH KNOWLEDGE AND CONFIDENCE, PROVIDING GUIDANCE AND THOUGHT LEADERSHIP THROUGH EXPERT SERVICES AND RESOURCES. 0 0 6480147 9765920 CONFERENCES, INSTITUTES, CONVENINGS, WORKSHOPS, AND AGB CONSULTING: AGB PROVIDES VARIOUS WEBINARS, WORKSHOPS, CONVENINGS, AND INSTITUTES FOR MEMBER PRESIDENTS, BOARD CHAIRS, AND BOARD MEMBERS OF PUBLIC AND PRIVATE INSTITUTIONS AND INSTITUTIONALLY RELATED FOUNDATIONS. IN ADDITION TO THE ANNUAL NATIONAL CONFERENCE ON TRUSTEESHIP IN MAJOR CITIES AROUND THE NATION, AGB OFFERS THE ANNUAL BOARD PROFESSIONALS CONFERENCE AND FOUNDATION LEADERSHIP FORUM. AGB ALSO OFFERS A WIDE RANGE OF CONTINUING EDUCATION OPPORTUNITIES FOR THE BOARDS OF MEMBER INSTITUTIONS AT SITES OF THEIR OWN CHOOSING. AGB CONSULTING'S GOVERNANCE PRACTICE AREA PROVIDES CUSTOMIZED ASSESSMENTS FOR INSTITUTIONAL BOARDS, CAMPUS LEADERS, ANDAFFILIATED FOUNDATIONS: HELPS BOARDS DEEPEN THEIR UNDERSTANDING OF BEST PRACTICES AND PUTTING KNOWLEDGE INTO ACTION; AND PROVIDES CRITICAL SUPPORT AND GUIDANCE FOR NEW LEADERSHIP. THE STRATEGY AND TRANSFORMATION PRACTICE AREA HELPS INSTITUTIONS PLAN FOR AND LEAD THROUGH CONSEQUENTIAL CHANGE INCLUDING COST MANAGEMENT INITIATIVES, PROGRAM DEVELOPMENT, AND REFINEMENTS TO THE BUSINESS MODEL AND STRATEGIC PLAN. 1770070 1475858 INSIGHTS, RESEARCH, TOOLS AND OTHER RESOURCES: IN ADDITION TO TRUSTEESHIP MAGAZINE PUBLISHED SIX TIMES PER YEAR FOR MEMBERS, AGB PUBLISHES BOOKS, REPORTS, BOARD STATEMENTS, BLOGS, SURVEY FINDINGS, WEBINARS, PODCASTS, AND BRIEFINGS, AND OFFERS A KNOWLEDGE CENTER FULL OF THESE RESOURCES ORGANIZED BY TRENDING TOPICS, BOARD FUNDAMENTALS, INSTITUTION TYPE, BOARD ROLES AND RESPONSIBILITIES, AND RESOURCE FORMAT TYPE. ADDITIONALLY, AGB OFFERS NEW BOARD MEMBER ORIENTATION FOR INTRODUCING BOARD MEMBERS TO HIGHER EDUCATION GOVERNANCE, ESSENTIAL BOARD RESPONSIBILITIES, BOARD COMPOSITION, AND BOARDROOM CULTURE. THERE ARE THREE DISCRETE VERSIONS OF THIS ONLINE PROGRAM DESIGNED FOR BOARD MEMBERS FROM PRIVATE INSTITUTIONS, PUBLIC INSTITUTIONS OR INSTITUTIONALLY RELATED FOUNDATIONS. ALL THREE VERSIONS PROVIDE NEW AND CONTINUING BOARD MEMBERS WITH A THOROUGH OVERVIEW OF GOVERNANCE FUNDAMENTALS. 2262422 1637852 ADVOCACY AND PUBLIC POLICY: AGB WORKS TO ENSURE THE VIEWS OF OUR MEMBERS ARE AT THE FOREFRONT OF STATE AND FEDERAL POLICY DISCUSSIONS REGARDING BOARD GOVERNANCE, INSTITUTIONAL LEADERSHIP, STUDENT SUCCESS, AND INSTITUTIONAL VITALITY. WE WORK TO IMPROVE SOCIETY'S UNDERSTANDING AND PERCEPTION OF THE VALUE OF HIGHER EDUCATION, AND WE SPONSOR A NUMBER OF OTHER ADVOCACY PROJECTS THAT ADDRESS PRESSING ISSUES IN HIGHER EDUCATION. 10512639 1 1 0 1 0 0 0 0 0 1 1 0 0 1 1 1 1 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0 1 101 0 1 58 1 1 1 0 0 0 0 0 0 0 0 0 0 0 X 15 15 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 NY X MARIA NAZARETH VICE PRESIDENT AND 2027760814 1666 K STREET NW SUITE 1200 WASHINGTON DC 20006 HENRY STOEVER PRESIDENT AND CEO 39.00 1.00 X 566352 0 83414 RODERICK MCDAVIS PRINCIPAL 1.00 39.00 X 0 466965 55044 MARIA NAZARETH VICE PRESIDENT AND TREASURER 40.00 0.00 X 336777 0 67604 MERRILL SCHWARTZ SENIOR VICE PRESIDENT -UNTIL 05/2023 40.00 0.00 X 275281 0 69263 HELEN LEITH VICE PRESIDENT -UNTIL 07/2022 40.00 0.00 X 291628 0 43682 CHRISTINA JACOBS VICE PRESIDENT 40.00 0.00 X 296071 0 36433 ROSE GITENSTEIN MANAGING DIRECTOR 40.00 0.00 X 266085 0 26699 PATRICIA KUNKLE VICE PRESIDENT 40.00 0.00 X 215385 0 32289 DAVID BASS ED, PHILANTHROPIC GOVERNANCE 40.00 0.00 X 177167 0 27447 CRISTIN J TOUTSI GRIGOS VICE PRESIDENT 40.00 0.00 X 160884 0 43701 ANDREW LOUNDER ASSOCIATE VP OF PROGRAMS 40.00 0.00 X 167867 0 25240 MEGANN CLARKE SENIOR DIR, WEB & DIGITAL STRATEGIES 40.00 0.00 X 159099 0 13949 STEPHEN ABBOTT SENIOR DIR, OF PARTNERSHIPS 40.00 0.00 X 149513 0 16454 CHRISTOPHER MOLONEY ASSOCIATE VP, AGB CONSULTING 40.00 0.00 X 134033 0 24769 LARRY ROBERTSON VICE PRESIDENT 40.00 0.00 X 44001 0 1760 BEN DAVID ROWE MANAGING DIRECTOR 40.00 0.00 X 0 0 0 BEVERLY SEAY CHAIR 5.00 0.00 X X 0 0 0 LAURENE SPERLING DIRECTOR - UNTIL 08/2022 1.00 0.00 X 0 0 0 ROSS A MUGLER VICE CHAIR 5.00 0.00 X X 0 0 0 ELEANOR HORNE VICE CHAIR 5.00 5.00 X X 0 0 0 SHAUNA RYDER DIGGS SECRETARY 5.00 0.00 X X 0 0 0 RONALD C PARKER DIRECTOR 1.00 1.00 X 0 0 0 ROBERT KING DIRECTOR 1.00 1.00 X 0 0 0 LEO LAMBERT DIRECTOR - UNTIL 11/2022 1.00 5.00 X 0 0 0 ERIC P BLACKHURST DIRECTOR 3.00 5.00 X 0 0 0 KATHLEEN DORE DIRECTOR - UNTIL 02/2023 1.00 1.00 X 0 0 0 CATHY HAVENER GREER DIRECTOR 3.00 0.00 X 0 0 0 PAUL BRAJICH DIRECTOR 1.00 0.00 X 0 0 0 SHANE JACOBSON DIRECTOR 1.00 0.00 X 0 0 0 KATHERINE SAWYER DIRECTOR 1.00 0.00 X 0 0 0 CYNTHIA SHAPIRA DIRECTOR 1.00 0.00 X 0 0 0 WILLIAM THOMPSON JR DIRECTOR 1.00 0.00 X 0 0 0 NICOLE WASHINGTON DIRECTOR 1.00 0.00 X 0 0 0 DAVID WILSON DIRECTOR 1.00 0.00 X 0 0 0 3240143 466965 567748 23 0 1 0 NEWPORT ADVISORY PARTNERS LLC 22160 S PRESERVATION DR MILLSBORO DE 19966 CONSULTING 441217 THE WINDERMERE GROUP LLC 13790 BRIGEWATER CROSSINGS BLVD 10 WINDERMERE FL 34786 CONSULTING 267230 DENTONS US LLP 1900 K ST NW WASHINGTON DC 20006 LEGAL 254442 PAUL FRIGA 126 CRIMSON OAK DR DURHAM NC 27713 CONSULTING 253685 DELCOR TECHNOLOGY SOLUTIONS INC 8380 COLESVILLE RD 550 SILVER SPRING MD 20910 CONSULTING 206883 11 51150 1771883 1823033 MEMBERSHIP DUES 900099 7616977 7616977 AGB CONSULTING 900099 2731525 2731525 SEMINARS AND WORKSHOPS 900099 2336690 2336690 PUBLICATION SALES 900099 194438 104438 90000 12879630 987368 987368 500914 500914 151316 0 151316 151316 151316 390000 441148 -51148 -51148 -51148 OTHER REVENUE 900099 1768 1768 1768 16292881 12789630 241316 1438902 X 2857892 1195521 1594131 68240 3620104 2455824 953737 210543 314077 216383 79294 18400 387312 230528 138592 18192 421490 247418 157266 16806 251571 165162 74377 12032 41815 20543 19916 1356 30000 30000 3497056 2864056 632965 35 251142 231909 11427 7806 123392 24854 98422 116 676885 424695 222794 29396 497870 336734 147366 13770 1391743 1391738 5 139198 48103 87591 3504 56337 44814 9457 2066 DUES AND SUBSCRIPTIONS 443577 61102 377225 5250 SPECIAL PROJECT/CONTING 375573 145894 229679 PRINTING/DESIGN 209784 209130 516 138 POSTAGE 166260 161102 5108 50 85299 37129 45620 2550 15838377 10512639 4915488 410250 1116282 1121925 3774523 3909289 38257 431917 633186 643223 18934 22570 328892 354664 1986941 324046 137776 1662895 10223378 10773643 50000 50000 996169 4621344 17317397 23591470 848766 593847 4089522 4182810 928192 6222336 5866480 10998993 X 11415420 12117313 35497 475164 11450917 12592477 17317397 23591470 454504 687056 0 X 0 1 X 1 0 X 871924 837200 952404 2467748 1823033 6952309 11228880 10786841 11625747 12224521 12789630 58655619 12100804 11624041 12578151 14692269 14612663 65607928 48750 37500 44250 24500 3500 158500 0 48750 37500 44250 24500 3500 158500 65449428 1332403 1498735 2078969 1114519 1488282 7512908 1332403 1498735 2078969 1114519 1488282 7512908 184487 1769 186256 13433207 13122776 14657120 15991275 16102714 73307092 0.89280 0.89830 0.10250 0.09400 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 1 0 0 0 0 1 25646 0 1 18000 43646 0 FORM 990, SCHEDULE C, PART 1-A, LINE 1: AGB TRACKED A NUMBER OF ISSUES DURING THE FISCAL YEAR - PARTICULARLY THOSE AFFECTING THE FIDUCIARY INTEREST OF TRUSTEES AND BOARDS. AGB LEVERAGED ITS POLICY EFFORTS WORKING WITH THE HIGHER EDUCATION COMMUNITY ON ISSUES RELATED TO RACE-BASED ADMISSIONS POLICIES, TITLE IX, PERSONAL LIABILITY OF BOARD MEMBERS, THIRD-PARTY SERVICER GUIDANCE, THE OMNIBUS BUDGET BILL, THE INFLATION REDUCTION ACT, PELL GRANTS, AND MORE. AGB ALSO PARTICIPATED IN CONVERSATIONS WITH CONGRESSIONAL STAFF OVER TAX ISSUES RELATED TO STUDENTS AND HIGHER EDUCATION INSTITUTIONS. 0 8397769 936910 390000 8944679 10512731 -1739962 375000 8397769 8244932 2632799 365000 10512731 9024351 200581 980000 8244932 9582388 456963 1015000 9024351 1.00000 0.00000 0.00000 0 0 1582940 66890 1516050 210596 82856 127740 193405 174300 19105 1662895 DEFERRED COMP. INVEST. ACCT 983432 GUARANTY AND SECURITY DEPOSITS 144885 RIGHT OF USE ASSET 3493027 4621344 DEFERRED COMP. LIABILITY ACCT 983432 RIGHT OF USE LIABILITY 5238904 6222336 X 17002096 687056 52159 739215 16262881 30000 30000 16292881 15860536 52159 52159 15808377 30000 30000 15838377 PART X, LINE 2: THE ASSOCIATION DOES NOT BELIEVE THERE ARE ANY MATERIAL UNCERTAIN TAX POSITIONS AND, ACCORDINGLY, WILL NOT RECOGNIZE ANY LIABILITY FOR UNRECOGNIZED TAX BENEFITS. AGB AND AGBIS HAVE FILED FOR INCOME TAX EXEMPTIONS IN THE JURISDICTIONS WHERE IT IS REQUIRED TO DO SO. ADDITIONALLY, AGB FILES INTERNAL REVENUE FORM 990 TAX RETURNS AS REQUIRED AND ALL APPLICABLE RETURNS IN THOSE JURISDICTIONS WHERE IT IS REQUIRED. X X 1 1 X X X X 1 0 0 0 0 0 0 0 0 HENRY STOEVER PRESIDENT AND CEO 488990 0 69525 0 7837 0 58900 0 24514 0 649766 0 0 0 RODERICK MCDAVIS PRINCIPAL 0 343766 0 120500 0 2699 0 33068 0 21976 0 522009 0 0 MARIA NAZARETH VICE PRESIDENT AND TREASURER 276088 0 60000 0 689 0 52031 0 15573 0 404381 0 0 0 MERRILL SCHWARTZ SENIOR VICE PRESIDENT -UNTIL 05/2023 249890 0 25000 0 391 0 48840 0 20423 0 344544 0 0 0 HELEN LEITH VICE PRESIDENT -UNTIL 07/2022 131728 0 0 0 159900 0 30423 0 13259 0 335310 0 0 0 CHRISTINA JACOBS VICE PRESIDENT 270420 0 25000 0 651 0 33438 0 2995 0 332504 0 0 0 ROSE GITENSTEIN MANAGING DIRECTOR 265647 0 0 0 438 0 23958 0 2741 0 292784 0 0 0 PATRICIA KUNKLE VICE PRESIDENT 179780 0 35000 0 605 0 19751 0 12538 0 247674 0 0 0 DAVID BASS ED, PHILANTHROPIC GOVERNANCE 176596 0 0 0 571 0 17675 0 9772 0 204614 0 0 0 CRISTIN J TOUTSI GRIGOS VICE PRESIDENT 150337 0 10000 0 547 0 17383 0 26318 0 204585 0 0 0 ANDREW LOUNDER ASSOCIATE VP OF PROGRAMS 157346 0 10000 0 521 0 15750 0 9490 0 193107 0 0 0 MEGANN CLARKE SENIOR DIR, WEB & DIGITAL STRATEGIES 148625 0 10000 0 474 0 13654 0 295 0 173048 0 0 0 STEPHEN ABBOTT SENIOR DIR, OF PARTNERSHIPS 139342 0 10000 0 171 0 14032 0 2422 0 165967 0 0 0 CHRISTOPHER MOLONEY ASSOCIATE VP, AGB CONSULTING 123639 0 10000 0 394 0 12453 0 12316 0 158802 0 0 0 PART I, LINE 1A TRAVEL FOR COMPANIONS - TRAVEL FOR COMPANIONS - AGB'S PRESIDENT, HENRY STOEVER, HAS A CONTRACT WITH AGB. THE TERMS OF THE CONTRACT STATE THAT REASONABLE AND DOCUMENTED SPOUSAL TRAVEL EXPENSES FOR ATTENDANCE AT MEETINGS AND EVENTS WHERE THE SPOUSE'S PARTICIPATION IS DIRECTLY RELATED TO THE BUSINESS OF AGB AND IN SUPPORT OF THE PRESIDENT'S DUTIES MAY ALSO BE REIMBURSED. PERSONAL SPOUSAL TRAVEL WILL NOT BE REIMBURSED. HEALTH OR SOCIAL CLUB DUES OR INITIATION FEES - AGB PAID THE ANNUAL DUES OF A SOCIAL CLUB MEMBERSHIP FOR THE PRESIDENT. THEY WERE NOT CONSIDERED TAXABLE WAGES. PART I, LINE 4A HELEN LEITH RECEIVED SEVERANCE OF $159,592 AS A RESULT OF A SEPARATION OF SERVICE. FORM 990, PART VI, SECTION A, LINE 1A COMMITTEES. THE BOARD OF DIRECTORS, BY RESOLUTION ADOPTED BY A MAJORITY OF THE ENTIRE BOARD OF DIRECTORS, MAY DESIGNATE FROM AMONG ITS MEMBERS ONE OR MORE COMMITTEES, EACH COMMITTEE TO CONSIST OF NO FEWER THAN THREE (3) NOR MORE THAN EIGHT (8) DIRECTORS, UNLESS OTHERWISE SPECIFIED HEREIN. COMMITTEES MAY BE STANDING OR MAY BE FORMED ON AN AD HOC BASIS FOR A DEFINED PERIOD OF TIME OR EFFORT AS PROVIDED FOR IN THE RESOLUTION. THE BOARD MAY ALSO ESTABLISH SUCH PROJECT TEAMS, WORKING GROUPS, AND SIMILAR BODIES AS IT DEEMS USEFUL, AND SHALL PROVIDE FOR THE DUTIES AND RESPONSIBILITIES OF SUCH BODIES IN A RESOLUTION OR POLICY. THE BOARD CHAIR SHALL SELECT AND APPOINT THE MEMBERS AND THE CHAIR OF ALL COMMITTEES, UNLESS OTHERWISE SPECIFIED HEREIN. THE BOARD CHAIR SHALL SERVE AS AN EX OFFICIO MEMBER OF ALL COMMITTEES BUT SHALL NOT BE COUNTED FOR PURPOSES OF A QUORUM UNLESS THE BOARD CHAIR ATTENDS THE COMMITTEE MEETING. THE BOARD CHAIR MAY ALSO FROM TIME TO TIME APPOINT ONE OR MORE PERSONS AS CONSULTING, NON-VOTING MEMBERS OF A BOARD COMMITTEE TO SERVE AT THE PLEASURE OF THE BOARD AND SUCH PERSONS NEED NOT BE DIRECTORS AND SHALL NOT COUNT TOWARDS THE COMMITTEE SIZE PERMITTED BY THIS SECTION. DIRECTORS WHO ARE NOT MEMBERS OF A COMMITTEE MAY ATTEND AND PARTICIPATE IN SUCH COMMITTEE'S MEETINGS AT THE PREROGATIVE OF THE COMMITTEE CHAIR BUT SHALL NOT HAVE A VOTE ON SUCH COMMITTEE. THE PROVISIONS OF THESE BYLAWS REGARDING MEETINGS, ACTION WITHOUT MEETINGS, NOTICE AND WAIVER OF NOTICE, AND QUORUM AND VOTING REQUIREMENTS OF THE BOARD OF DIRECTORS, SHALL APPLY TO COMMITTEES AND THEIR MEMBERS AS WELL. THE PRESIDENT SHALL ARRANGE FOR THE STAFF OF THE ASSOCIATION TO PROVIDE SUFFICIENT SUPPORT FOR EACH COMMITTEE TO ENABLE IT TO DISCHARGE ITS DUTIES. EACH COMMITTEE SHALL EXERCISE THE AUTHORITY OF THE BOARD OF DIRECTORS TO THE EXTENT AUTHORIZED BY THE BOARD OF DIRECTORS. STANDING COMMITTEES SHALL INCLUDE AN AUDIT COMMITTEE; A FINANCE COMMITTEE; A COMPENSATION COMMITTEE; A POLICY INITIATIVES COMMITTEE; A GOVERNANCE COMMITTEE; AND AN EXECUTIVE COMMITTEE. THE DUTIES AND RESPONSIBILITIES OF THESE AND ANY COMMITTEES OF THE BOARD SHALL BE SET FORTH IN A CHARTER, SUBJECT TO THE APPROVAL OF THE BOARD. FORM 990, PART VI, SECTION B, LINE 11B THE FINANCE OFFICE TRANSMITS SCHEDULES AND CHECKLISTS TO THE RETURN PREPARER BY SEPTEMBER 15, 2023, TWO MONTHS BEFORE THE DUE DATE. THE PRESIDENT, AND VICE PRESIDENT FOR FINANCE, CONDUCT AN INTERNAL REVIEW OF DRAFT FORMS 990 ON OCTOBER 16, 2023. THE VICE PRESIDENT FOR FINANCE TRANSMITS THE DRAFT FORMS 990 TO AGB'S AUDIT AND ERM COMMITTEE AND BOARD OF DIRECTORS BY OCTOBER 23, 2023. THE MEMBERS OF THE AUDIT AND ERM COMMITTEE HAVE A WEEK FOR REVIEW, COMMENTS AND QUESTIONS AFTER WHICH THE COMMITTEE MEETS ON A CONFERENCE CALL. ALL MEMBERS OF THE BOARD ARE INVITED TO JOIN THE CALL SCHEDULED FOR NOVEMBER 1 AT 4 P.M. (ET). THE REVIEW OF FORM 990 IS CONDUCTED BY THE AUDIT AND ERM COMMITTEE. PARTICIPATION OF ALL DIRECTORS IS WELCOME AND ENCOURAGED. THE REVIEW BEGINS WITH THE PRESENTATION OF DATA TO THE COMMITTEE BY THE VICE PRESIDENT FOR FINANCE. UNDERLYING DATA THAT SUPPORTS THE RETURNS MAY BE REQUESTED BY THE COMMITTEE. THE COMMITTEE REVIEWS THE RETURNS TO ENSURE THEY ARE CONSISTENT WITH THE FINANCIAL STATEMENTS, THE GOVERNANCE QUESTIONS ARE ANSWERED CORRECTLY, THE DESCRIPTIVE INFORMATION REFLECTS THE POSITION OF AGB, DESCRIPTION OF THE PROGRAMS ARE ACCURATE, AND THE RETURN IS COMPLETE. THE RETURN IS FINALIZED (ON NOVEMBER 5, 2023) NO LATER THAN 10 DAYS BEFORE THE TAX DEADLINE, AND INCLUDES ANY CHANGES SUGGESTED BY THE AUDIT AND ERM COMMITTEE. DIRECTORS RECEIVE AN EXECUTIVE SUMMARY OF CHANGES (IF ANY) ELECTRONICALLY PRIOR TO FILING OF THE FINAL FORM 990. THE CHAIR OF THE AUDIT AND ERM COMMITTEE PROVIDES A REPORT ON THE REVIEW OF THE COMPLETED FORM 990 TO THE AGB BOARD AT ITS NEXT SCHEDULED MEETING ON NOVEMBER 10. FORM 990, PART VI, SECTION B, LINE 12C STAFF: AGB REQUIRES THAT OFFICERS AND EMPLOYEES WILL PERFORM THEIR DUTIES CONSCIENTIOUSLY, HONESTLY, AND IN ACCORDANCE WITH THE BEST INTERESTS OF THE ASSOCIATION. AGB OFFICERS AND EMPLOYEES MUST NOT USE THEIR POSITION OR THE KNOWLEDGE GAINED AS A RESULT OF THEIR POSITION FOR PRIVATE OR PERSONAL ADVANTAGE. REGARDLESS OF THE CIRCUMSTANCES, IF OFFICERS OR EMPLOYEES SENSE THAT A COURSE OF ACTION THEY HAVE PURSUED, ARE CURRENTLY PURSUING, OR ARE CONTEMPLATING PURSUING MAY INVOLVE THEM IN A CONFLICT OF INTEREST WITH AGB, THEY SHOULD IMMEDIATELY COMMUNICATE ALL THE FACTS TO HIS OR HER SUPERVISOR. ALL STAFF MEMBERS WILL BE ASKED TO COMPLETE AND SIGN THE ATTACHED DISCLOSURE FORM ON AN ANNUAL BASIS. BOARD OF DIRECTORS: THE DIRECTOR HAVING SUCH CONFLICT SHALL NOT PARTICIPATE OR USE ANY PERSONAL INFLUENCE IN THE DISCUSSION OF THE SUBJECT ORMAKE ANY RECOMMENDATIONS REGARDING THE SUBJECT. HOWEVER, THE DIRECTOR WILL BRIEFLY STATE THE NATURE OF THE CONFLICT AND WILL BE EXPECTED TO ANSWER PERTINENT QUESTIONS FROM THE OTHER DIRECTORS WHEN THE DIRECTOR'S KNOWLEDGE OF THE SUBJECT WILL ASSIST THE BOARD. THE MINUTES OF ANY MEETING AT WHICH THE SUBJECT INVOLVING THE CONFLICT IS DISCUSSED SHALL REFLECT THAT A DISCLOSURE WAS MADE AND THAT THE CONFLICTED DIRECTOR REFRAINED FROM DISCUSSION, EXCEPT TO THE EXTENT PROVIDED ABOVE, AND DID NOT VOTE ON THE SUBJECT. THE SECRETARY ANNUALLY, AND AT OTHER TIMES ON REQUEST FROM ANY MEMBER OF THE BOARD, SHALL MAKE AVAILABLE TO THE MEMBERS OF THE BOARD COPIES OF THIS POLICY AND THE STATEMENT FOR DISCLOSING CONFLICTS. ANY BOARD MEMBER MAY REQUEST A DETERMINATION FROM THE BOARD AS TO THE EXISTENCE OF A CONFLICT OF INTEREST. THE BOARD'S DECISION, BY MAJORITY VOTE, SHALL BIND THE BOARD MEMBER AND THE BOARD. FORM 990, PART VI, SECTION B, LINE 15 PROCESS TO DETERMINE COMPENSATION OF THE PRESIDENT: PRESIDENTIAL COMPENSATION IS DETERMINED WITH THE USE OF COMPARABILITY DATA RESEARCHED BY A MANAGEMENT/HR CONSULTING FIRM AND DISCUSSED BY AGB'S COMPENSATION COMMITTEE AND GENERAL COUNSEL. DURING THE PROCESS, THE PRESIDENT PRESENTS A DOCUMENT TO THE COMMITTEE OUTLINING HIS GOALS AND ACCOMPLISHMENTS FOR THE PAST YEAR. AFTER REVIEW OF DATA AND THE PRESIDENT'S SELF-ASSESSMENT, THE COMMITTEE DETERMINES WHETHER TO APPROVE THE COMPENSATION. PROCESS TO DETERMINE COMPENSATION OF OFFICERS: COMPENSATION IS DETERMINED WITH THE USE OF COMPARABILITY DATA RESEARCHED BY A MANAGEMENT. AGB'S PRESIDENT & CEO UPDATES THE COMPENSATION COMMITTEE ON SALARY INCREASES TO THE LEADERSHIP TEAM. THE PROCESS DESCRIBED HERE WAS LAST COMPLETED IN 2023 FORM 990, PART VI, SECTION C, LINE 19 GOVERNING DOCUMENTS: OWN WEBSITE AND ALSO PROVIDED UPON REQUEST CONFLICT OF INTEREST POLICY: OWN WEBSITE AND ALSO PROVIDED UPON REQUEST FINANCIAL STATEMENTS: PROVIDED UPON REQUEST. FORM 990, PART IX, LINE 11G CONSULTANT FEES: PROGRAM SERVICE EXPENSES 2,864,056. MANAGEMENT AND GENERAL EXPENSES 632,965. FUNDRAISING EXPENSES 35. TOTAL EXPENSES 3,497,056. AGB SEARCH LLC 1666 K STREET NW SUITE 1200 WASHINGTON DC 20006 271963417 CONDUCT EXECUTIVE LEVEL SEARCHES FOR UNIVERSITIES/COLLEGES DC AGB C 9400364 3976916 1.00000 1 1 0 1 0 0 1 1 0 0 0 0 0 0 1 0 1 1 0 0 AGB SEARCH LLC A 151316 FMV AGB SEARCH LLC C 51150 FMV AGB SEARCH LLC F 513152 FMV AGB SEARCH LLC P 138231 FMV AGB SEARCH LLC Q 126918 FMV