2014-08-13T15:38:32-05:00 2013-09-30 521855942 TATE AND TRYON 2021 L STREET NW SUITE 400 WASHINGTON DC 20036 990 2012-10-01 361505650 MORTGAGE BANKERS ASSOCIATION MORT 2025572700 1919 M STREET NW NO 5TH FL WASHINGTON DC 20036 DAVID H STEVENS 2025572700 2014-08-13 1 DEBORAH G KOSNETT P00290720 2022932200 2012 2015-11-30 17:44:51Z X DAVID H STEVENS 1919 M STREET NW NO 5TH FL WASHINGTON DC 20036 46941317 0 X WWW.MBA.ORG X 1914 IL MBA'S PRINCIPAL ACTIVITIES ARE INDUSTRY EDUCATION, RESEARCH, AND ADVOCACY. 23 23 137 2000 1908430 0 0 0 37501977 44562211 41909 66293 824305 894481 38368191 45522985 0 0 0 0 20466470 22526830 0 0 0 13585836 14172068 34052306 36698898 4315885 8824087 11885128 25799113 30193626 29595601 -18308498 -3796488 X THE MORTGAGE BANKERS ASSOCIATION (MBA) IS THE NATIONAL ASSOCIATION REPRESENTING THE REAL ESTATE FINANCE INDUSTRY, AN INDUSTRY THAT EMPLOYS MORE THAN 280,000 PEOPLE IN VIRTUALLY EVERY COMMUNITY IN THE COUNTRY. HEADQUARTERED IN WASHINGTON, D.C., MBA INVESTS IN COMMUNITIES ACROSS THE NATION BY ENSURING THE CONTINUED STRENGTH OF THE NATION'S RESIDENTIAL AND COMMERCIAL REAL ESTATE MARKETS; EXPANDING HOMEOWNERSHIP AND EXTENDING ACCESS TO AFFORDABLE HOUSING TO ALL AMERICANS AND SUPPORTING FINANCIAL LITERACY EFFORTS. 0 0 MEETINGS & CONFERENCESMBA'S FISCAL YEAR 2013 (FY2013), ENDING SEPTEMBER 30, 2013, SAW MORE THAN 16,270 INDIVIDUAL ATTENDEES AT 18 CONFERENCES AND MEETINGS THAT PROVIDED ATTENDEES WITH TIMELY INFORMATION ABOUT THE ECONOMY, BUSINESS TRENDS, TECHNOLOGICAL INNOVATION AND LEGISLATIVE AND REGULATORY CHANGES AND PROSPECTS. MBA CONDUCTED A SUCCESSFUL ANNUAL CONVENTION IN OCTOBER 2012 IN CHICAGO WITH 3,600 ATTENDEES. THE CREF/MULTIFAMILY HOUSING CONVENTION & EXPO WAS HELD IN FEBRUARY 2013 IN SAN DIEGO WITH 2,585 ATTENDEES. SPONSORSHIP AND BOOTH SALES REMAINED STRONG AT THE MBA MEETINGS WITH 525 COMPANIES EXHIBITING THEIR PRODUCTS AND SERVICES.IN ADDITION TO THE LARGE ANNUAL CONVENTION EXPECTED FROM A MAJOR ASSOCIATION, MBA HOSTS FIVE MAJOR CONFERENCES EACH YEAR AS WELL AS 13 MORE FINELY FOCUSED SPECIAL INTEREST CONFERENCES. THE FIVE LARGE GATHERINGS ARE THE ANNUAL CONVENTION & EXPO, COMMERCIAL REAL ESTATE FINANCE/MULTIFAMILY HOUSING CONVENTION & EXPO, NATIONAL MORTGAGE SERVICING CONFERENCE & EXPO, NATIONAL TECHNOLOGY IN MORTGAGE BANKING CONFERENCE & EXPO AND NATIONAL SECONDARY MARKET CONFERENCE & EXPO. SPECIALIZED PROGRAMS HELP PARTICIPANTS GAIN KNOWLEDGE AND INFORMATION IN SUCH AREAS AS LEGAL ISSUES AND REGULATORY COMPLIANCE, QUALITY ASSURANCE AND ACCOUNTING AND FINANCIAL MANAGEMENT. EACH OF THESE PROGRAMS HAD STRONG ATTENDANCE AND IS AN IMPORTANT PART OF THE MEMBERSHIP VALUE PROPOSITION FOR MEMBER COMPANIES. SEVERAL PROGRAMS QUALIFY IN WHOLE OR IN PART FOR CONTINUING LEGAL EDUCATION CREDIT AND OTHER CONTINUING EDUCATION CREDITS. ADVOCACY FOR MEMBERS AND THE INDUSTRYMBA SENT NEARLY 60 LETTERS TO REGULATORY POLICYMAKERS IN 2013. MBA INVOLVED OVER ONE THOUSAND INDIVIDUALS FROM ACROSS MBAS RESIDENTIAL AND COMMERCIAL/MULTIFAMILY MEMBERSHIP TO HELP US DEVELOP AND REFINE OUR ADVOCACY POSITIONS AS WE EDUCATED POLICYMAKERS IN CONGRESS, FEDERAL AGENCIES, CONSUMER GROUPS AND HOUSING-RELATED TRADE ASSOCIATIONS. MBA ALSO BROUGHT IN DOZENS OF REPRESENTATIVES FROM MBA MEMBER COMPANIES TO MEET WITH FEDERAL REGULATORS ON MANY OF OUR TOP POLICY ISSUES, INCLUDING DURING OUR NATIONAL ADVOCACY CONFERENCE. THROUGH THESE EFFORTS, MBA MADE IMPORTANT PROGRESS IN AFFECTING QUALIFIED MORTGAGE AND QUALIFIED RESIDENTIAL MORTGAGE RULEMAKINGS, SERVICING STANDARDS, SECONDARY MORTGAGE MARKET REFORM, BASEL III, LICENSING FOR MORTGAGE LOAN OFFICERS, MORTGAGE DISCLOSURES, ESIGNATURES AND OTHER ISSUES. ON THE LEGISLATIVE FRONT IN 2013, MBA TESTIFIED AND SUBMITTED NINE STATEMENTS TO CONGRESSIONAL COMMITTEES, AND TRANSMITTED NEARLY 30 LETTERS TO MEMBERS OF CONGRESS. MBA FOCUSED ON HOUSING FINANCE REFORM, PARTICULARLY IN THE HOUSE OF REPRESENTATIVES WHERE LEGISLATION ADDRESSING FANNIE MAE, FREDDIE MAC AND FHA WAS CONSIDERED. IN THE SENATE, THE BANKING COMMITTEE APPROVED ITS OWN BIPARTISAN BILL TO ADDRESS FHAS FISCAL ISSUES, AND TURNED ITS ATTENTION TO GSE REFORM LATE IN THE YEAR. MBA'S STATE AND LOCAL ADVOCACY PROGRAM WORKED ON SEVERAL KEY ISSUES AND ASSISTED STATE MBAS IN NUMEROUS ADVOCACY ENDEAVORS THIS YEAR. A CONSIDERABLE EFFORT WAS MADE BY MBA TO ADDRESS STATE-REGULATED MORTGAGE LOAN OFFICER (MLO) LICENSING UNDER THE SAFE ACT, WITH EMPHASIS ON CONTINUING A COORDINATED CAMPAIGN WITH STATE MBAS TO SUPPORT THE CONFERENCE OF STATE BANK SUPERVISORS' UNIFORM STATE TEST FOR THESE MLOS. ALSO, WITH SUPPORT FROM MBA AND MBA OF THE CAROLINAS, NORTH CAROLINA ENACTED A TRANSITIONAL LICENSING LAW, BASED ON MBA'S DRAFT MODEL LANGUAGE PREVIOUSLY ENACTED IN OHIO. ADDITIONALLY IN SUPPORT OF UNIFORM STANDARDS, THROUGH LETTERS AND DISCUSSIONS WITH KEY STATE POLICYMAKERS, MBA AND STATE MBAS PARTNERED TO PREVENT THE PASSAGE OF STATE-SPECIFIC MORTGAGE SERVICING LAWS IN COLORADO, FLORIDA, NEW MEXICO, AND WEST VIRGINIA, WHICH WOULD HAVE BEEN DUPLICATIVE AND CONFLICTING WITH THE NEW FEDERAL CONSUMER PROTECTION REGULATIONS ESTABLISHED BY THE CFPB.IN 2013, MBA'S POLITICAL ACTION COMMITTEE, MORPAC, RAISED AND RECEIVED CONTRIBUTIONS IN EXCESS OF $720,000 FROM MORE THAN 1,000 INDIVIDUALS. DURING 2013, MORE THAN 7,000 COMMUNICATIONS WERE SENT BY MORTGAGE ACTION ALLIANCE (MAA) MEMBERS TO THEIR ELECTED OFFICIALS AND REGULATORS. OF THE THIRTEEN "CALLS TO ACTION" EMAILS MBA PROMPTED MAA MEMBERS TO ACT UPON, ONE WAS TARGETED AT THE STATE LEVEL, ONE AT THE REGULATORY LEVEL AND ELEVEN WERE FOCUSED ON FEDERAL ISSUES PERTAINING TO BOTH RESIDENTIAL AND COMMERCIAL/MULTIFAMILY MEMBERS. WE ENDED 2013 WITH A RECORD NUMBER OF ACTIVE MAA MEMBERS, WITH A TOTAL OF 6,599. MEMBERSHIPMBA'S GROWING MEMBERSHIP INCLUDES BUSINESSES FROM ALL SEGMENTS OF THE REAL ESTATE FINANCE INDUSTRY. WE ENDED 2013 WITH 2,050 TOTAL MEMBERS, REPRESENTING AN INCREASE OF SIX PERCENT YEAR OVER YEAR. WE WELCOMED 430 NEW MEMBERS AND REALIZED AN 85 PERCENT RENEWAL RATE. TOTAL MEMBERSHIP DUES FOR 2013 BROUGHT IN $15.5 MILLION IN REVENUE FOR THE ASSOCIATION. 0 0 1 1 0 0 0 0 0 1 0 0 0 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 1 125 0 1 137 1 1 1 0 0 0 1 1 0 X 23 23 0 0 0 0 1 1 1 1 1 1 0 0 1 1 1 1 1 1 1 0 X HEATHER MESSAM 2025572717 1919 M STREET NW NO 5TH FL WASHINGTON DC 20036 DEBRA W STILL CMB 4.00 1.00 X X 5439 0 0 E J BURKE 1.00 0.00 X X 551 0 0 WILLIAM COSGROVE CMB 1.00 0.00 X X 0 0 0 MICHAEL W YOUNG 1.00 0.00 X X 16684 0 0 DAN ARRIGIONI 0.50 0.30 X 0 0 0 DALE DYKEMA 0.50 0.00 X 0 0 0 WILLIAM C EMERSON 0.50 0.00 X 0 0 0 CHRISTOPHER GEORGE 0.50 0.00 X 0 0 0 MICHAEL J HEID 0.50 0.00 X 0 0 0 ELLIOT JACOBS 0.50 0.00 X 0 0 0 BRIAN LANCASTER 0.50 0.00 X 0 0 0 RODRIGO LOPEZ CMB 0.50 0.00 X 0 0 0 MICHAEL S MALLOY 0.50 0.00 X 0 0 0 WILLIAM J MCCUE 0.50 0.00 X 0 0 0 WILLIAM G MCPADDEN CPA 0.50 0.00 X 0 0 0 J DAVID MOTLEY CMB 0.50 0.00 X 0 0 0 SAIYID T NAQVI 0.50 0.00 X 0 0 0 KURT PFOTENHAUER 0.50 0.00 X 0 0 0 JOSEPH R REPPERT 0.50 0.00 X 0 0 0 DAVID A ROBERTS CMB 0.50 0.00 X 0 0 0 BRIAN F STOFFERS CMB 0.50 0.00 X 0 0 0 ROBERT M STOUT CRI 0.50 0.00 X 0 0 0 WILLIAM M WALKER 0.50 0.00 X 0 0 0 DAVID STEVENS 33.00 2.30 X 1319821 0 18871 ANGELA LAZEAR 33.00 2.00 X 265460 0 27871 PHYLLIS SLESINGER 33.00 5.00 X 306773 0 23255 STEPHEN O'CONNOR 35.00 0.00 X 294150 0 26371 EMILE J BRINKMANN 34.00 1.00 X 289324 0 24761 BARBARA VAN ALLEN 35.00 0.00 X 256907 0 21659 MARCIA M DAVIES 35.00 0.30 X 310656 0 15168 GAIL DAVIS-CARDWELL 35.00 0.00 X 297032 0 13125 WILLIAM KILLMER 35.00 0.00 X 458416 0 18871 MICHAEL FRATANTONI 30.00 5.00 X 210889 0 22989 THOMAS K KIM 35.00 0.00 X 260406 0 18721 RICHARD HILL 33.00 2.00 X 182976 0 15851 GENEARLENE NEILL 35.00 0.00 X 239935 0 22473 JAMES WOODWELL 35.00 0.00 X 222911 0 18559 JAMES GROSS 35.00 0.00 X 219279 0 24841 SARAH DEMAREST 35.00 0.00 X 221351 0 22744 KEN MARKISON 35.00 0.00 X 208068 0 19003 JOHN COURSON 33.00 2.00 X 312500 0 0 5899528 0 355133 18 1 1 0 STRATMOR GROUP LLC 6000 SHAKERAG HILL SUITE 300 PEACHTREE CITY GA 30269 BENCHMARKING SERVICE 175724 SNR DENTON 1301 K ST NW SUITE 600 WASHINGTON DC 20005 LEGAL SERVICES 165000 BRAND CONSULTANCY PO BOX 1590 WRIGHTSVILLE BEACH NC 284801590 MARKETING 161500 CAPITOL HILL STRATEGIES 1579 FOREST VILLA LN MCLEAN VA 22101 LEGISLATIVE CONSULTING 150000 SARAH HOLLANDER 1102 TUCKAHOE LN ALEXANDRIA VA 22302 GRAPHIC DESIGN SERVICES 144881 6 OTHER CONFERENCES AND PROGRAMS 900099 15685315 15685315 MEMBERSHIP DUES 900099 15571843 15571843 ANNUAL CONVENTION 900099 6059791 6059791 EDUCATIONAL PROGRAMS 900099 3437315 3437315 PERIODICALS & PUBLICATIONS 541800 2533212 624782 1908430 1274735 1274735 44562211 73169 73169 550736 550736 1411456 1418332 -6876 -6876 -6876 OTHER REVENUE 900099 343745 343745 343745 45522985 42653781 1908430 960774 4769378 14706838 1354773 725389 970452 227413 64866 430638 9725 1568798 27347 745760 313776 187960 1644602 766831 3163595 25680 235893 317696 EQUIPMENT RENTAL & MAIN 1400234 PRINTING & PUBLICATIONS 1312254 CREDIT CARD FEES 588134 MEALS AND ENTERTAINMENT 439507 701359 36698898 2044821 10597068 463953 422907 2273962 1714054 4691212 4186971 591910 504241 4386023 10394136 1223091 1263919 901368 902788 11885128 25799113 2538118 4554889 13104137 16534508 14551371 8506204 30193626 29595601 X -18308498 -3796488 -18308498 -3796488 11885128 25799113 X 8824087 -47250 5735173 X X 0 1 X 1 0 MORTGAGE BANKERS ASSOCIATION PAC 1919 M STREET NW WASHINGTON DC 20036 526144335 748023 0 0 1 15571843 2971784 -2216030 755754 2335776 -1580022 ORGANIZATIONS DIRECT AND INDIRECT POLITICAL CAMPAIGN ACTIVITIES: PART I-A, LINE 1: CONTRIBUTIONS TO POLITICAL ACTION COMMITTEES. 426312 284772 141540 3645924 3431484 214440 618976 470715 148261 504241 LIABILITY FOR PENSION BENEFITS 7014933 DEFERRED COMPENSATION AND POST EMPLOYMENT BENEFITS 14264 DEFERRED RENT AND LEASE INCENTIVE 1477007 8506204 X 45488427 -47250 22417 -24833 45513260 9725 9725 45522985 30976417 -5712756 -5712756 36689173 9725 9725 36698898 DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: PART X, LINE 2: THE ASSOCIATION BELIEVES THAT IT HAS APPROPRIATE SUPPORT FOR INCOME TAX POSITIONS TAKEN. THEREFORE, MANAGEMENT HAS NOT IDENTIFIED ANY UNCERTAIN INCOME TAX POSITIONS. AT A MINIMUM, THE FISCAL YEARS 2010 THROUGH 2013 REMAIN OPEN FOR EXAMINATION BY TAXING AUTHORITIES. PART XI, LINE 2D - OTHER ADJUSTMENTS: EQUITY IN INCOME OF SUBSIDIARIES 22,417. PART XII, LINE 2D - OTHER ADJUSTMENTS: PENSION CHANGES NOT INCLUDED IN PERIODIC PENSION COST -5,712,756. X X X X 1 1 X X X X 1 0 0 DAVID STEVENS 993316 0 301000 0 25505 0 7500 0 17557 0 1344878 0 0 0 ANGELA LAZEAR 261816 0 1000 0 2644 0 15000 0 17377 0 297837 0 0 0 PHYLLIS SLESINGER 276658 0 26000 0 4115 0 15000 0 11560 0 333333 0 0 0 STEPHEN O'CONNOR 291316 0 1000 0 1834 0 15000 0 17557 0 326707 0 0 0 EMILE J BRINKMANN 284072 0 1000 0 4252 0 15000 0 15947 0 320271 0 0 0 BARBARA VAN ALLEN 252966 0 1000 0 2941 0 7288 0 22691 0 286886 0 0 0 MARCIA M DAVIES 267782 0 41000 0 1874 0 7456 0 13898 0 332010 0 0 0 GAIL DAVIS-CARDWELL 276976 0 17000 0 3056 0 13125 0 6186 0 316343 0 0 0 WILLIAM KILLMER 455558 0 1000 0 1858 0 7500 0 17557 0 483473 0 0 0 MICHAEL FRATANTONI 209404 0 1000 0 485 0 9175 0 18188 0 238252 0 0 0 THOMAS K KIM 238316 0 21000 0 1090 0 7350 0 17400 0 285156 0 0 0 RICHARD HILL 180484 0 1000 0 1492 0 5597 0 15659 0 204232 0 0 0 GENEARLENE NEILL 221240 0 16000 0 2695 0 13530 0 14762 0 268227 0 0 0 JAMES WOODWELL 220634 0 1000 0 1277 0 13305 0 11035 0 247251 0 0 0 JAMES GROSS 214372 0 1000 0 3907 0 10080 0 20565 0 249924 0 0 0 SARAH DEMAREST 217580 0 1000 0 2771 0 10547 0 18011 0 249909 0 0 0 KEN MARKISON 200844 0 1000 0 6224 0 12240 0 11957 0 232265 0 0 0 JOHN COURSON 0 0 0 0 312500 0 0 0 0 0 312500 0 0 0 PART I, LINE 4A JOHN COURSON, SEVERANCE, $312,500 FORM 990, PART VI, SECTION A, LINE 1 MBA HAS AN EXECUTIVE COMMITTEE THAT IS EMPOWERED TO ACT ON BEHALF OF THE FULL BOARD OF DIRECTORS BETWEEN MEETINGS. THE COMMITTEE DOES NOT HAVE THE AUTHORITY TO ADOPT OFFICIAL POSITIONS ON PUBLIC POLICY MATTERS (UNLESS EXPLICITLY PROVIDED THAT POWER); APPROVE THE ANNUAL BUDGET; DETERMINE MEMBER DUES; APPOINT OR REMOVE THE PRESIDENT AND CEO; FILL BOARD AND EXECUTIVE COMMITTEE VACANCIES; ADOPT BYLAWS AMMENDMENTS; APPROVE ORGANIZATIONAL CONSOLIDATION OR MERGER; OR ELIMINATE A STANDING COMMITTEE. THE EXECUTIVE COMMITTEE IS COMPOSED OF THE ELECTED OFFICERS AND THE CHAIRS OF COMBOG AND RESBOG, AS WELL AS THE PRESIDENT AND CEO OF THE ASSOCIATION SERVING EX OFFICIO AS NONVOTING MEMBERS. FORM 990, PART VI, SECTION A, LINE 6 MBA IS A NONPROFIT MEMBERSHIP CORPORATION. IT HAS THE FOLLOWING CLASSES OF MEMBERSHIP: (A) REGULAR MEMBERS - FINANCIAL INSTITUTIONS AND OTHER ENTITIES THAT ARE REGULARLY IN THE BUSINESS OF ORIGINATING, SERVICING, OR INVESTING IN MORTGAGE LOANS OR OTHERWISE SHARE IN THE RISK OF MORTGAGE LOAN PERFORMANCE, SUCH AS MORTGAGE INSURERS AND TITLE INSURANCE UNDERWRITERS, SHALL BE CONSIDERED REGULAR MEMBERS. (B) ASSOCIATE MEMBERS - BUSINESS ORGANIZATIONS, FINANCIAL INSTITUTIONS, AND INDIVIDUALS THAT REGULARLY PROVIDE SERVICE OR PRODUCTS FOR BUSINESS ORGANIZATIONS OR FINANCIAL INSTITUTIONS ELIGIBLE TO BE REGULAR MEMBERS SHALL BE CONSIDERED ASSOCIATE MEMBERS. (C) ALLIANCE MEMBER - THE BOARD OF DIRECTORS NAMES AS THE SOLE ALLIANCE MEMBER THE MORTGAGE ACTION ALLIANCE, AN AFFILIATE ORGANIZATION THAT OPERATES TO PROMOTE THE COMMON BUSINESS INTERESTS OF THE RESIDENTIAL AND COMMERCIAL REAL ESTATE FINANCE INDUSTRIES THROUGH GRASSROOTS ADVOCACY ACTIVITIES. (D) HONORARY MEMBERS - INDIVIDUALS WHO HAVE SERVED ALL OR PART OF TWO TERMS AS A MEMBER OF ONE OF THE BOARDS OF GOVERNORS, OR WHO HAVE SERVED AS AN OFFICER FOR TWO YEARS, AND WHO HAVE RETIRED FROM ACTIVE BUSINESS SHALL BE CONSIDERED HONORARY MEMBERS. FORM 990, PART VI, SECTION A, LINE 7A UNDER THE ASSOCIATION'S BYLAWS, ONLY REGULAR MEMBERS AND THE ALLIANCE MEMBER MAY ELECT OFFICERS AND THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION A, LINE 7B REGULAR MEMBERS ARE REQUIRED TO APPROVE A PLAN OF MERGER CALLS FOR THE ASSOCIATION TO MERGE INTO ANOTHER ASSOCIATION OR OTHER ENTITY, OR A PLAN OF MERGER CALLS FOR THE ASSOCIATION TO ABSORB ANOTHER ASSOCIATION OR OTHER ENTITY, BUT THE MERGER WOULD RESULT IN (I) A NAME CHANGE FOR THE ASSOCIATION, (II) THE CREATION OF A NEW MEMBERSHIP CLASS, (III) THE ELIMINATION OF A MEMBERSHIP CLASS, OR (IV) A SUBSTANTIAL CHANGE TO THE THEN CURRENT GOVERNANCE SYSTEM. IN ADDITION, REGULAR MEMBERS ARE REQUIRED TO APPROVE A PLAN FOR CONSOLIDATION WHEREBY THE ASSOCIATION WOULD COMBINE WITH ONE OR MORE ASSOCIATIONS TO CREATE A NEW ASSOCIATION AND CEASE TO EXIST AS AN INDEPENDENT ENTITY. FORM 990, PART VI, SECTION B, LINE 11 THE FIVE INDEPENDENT MEMBERS OF THE AUDIT COMMITTEE, WHICH IS A BOARD-LEVEL COMMITTEE, REVIEWED THE FORM 990 BEFORE ITS FILING. FORM 990, PART VI, SECTION B, LINE 12C IT IS MBA'S POLICY THAT NO COVERED PARTY PARTICIPATE IN THE EVALUATION OR APPROVAL BY MBA OF ANY CONTRACTUAL ARRANGEMENT TO WHICH MBA MAY BECOME A PARTY IF THE COVERED PARTY'S PARTICIPATION WOULD CREATE AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST. MBA'S CONFLICTS POLICY REQUIRES ANNUAL DISCLOSURE TO THE MBA GENERAL COUNSEL AND SECRETARY OF "CONFLICTS OF INTEREST" DEFINED AS A SITUATION IN WHICH A COVERED PARTY WOULD PARTICIPATE IN THE EVALUATION OR APPROVAL BY MBA OF ANY CONTRACTUAL ARRANGEMENT TO WHICH MBA MAY BECOME A PARTY, IF SUCH INDIVIDUAL, OR SUCH INDIVIDUAL'S EMPLOYER, WOULD OBTAIN MORE THAN AN INSIGNIFICANT FINANCIAL BENEFIT, EITHER DIRECTLY OR INDIRECTLY. "COVERED PARTY" MEANS A MEMBER OF THE MBA BOARD OF DIRECTORS OR A MEMBER OF A BOARD COMMITTEE OR BOARD TASK FORCE THAT MAY BOTH (I) RECOMMEND ENTERING INTO CONTRACTS AND (II) PLAY A ROLE IN VENDOR REVIEW AND SELECTION. MOREOVER, COVERED PARTIES ARE SUPPOSED TO UPDATE THEIR DISCLOSURES AS CIRCUMSTANCES WARRANT AND PROVIDE THEM TO THE MBA GENERAL COUNSEL AND SECRETARY. THE DISINTERESTED MEMBERS OF THE EXECUTIVE COMMITTEE OF THE MBA BOARD OF DIRECTORS SHALL DETERMINE WHETHER A CONFLICT OF INTEREST EXISTS OR BEHAVIOR IN CONFLICT WITH THIS POLICY HAS OCCURRED, AND WHAT SUBSEQUENT ACTION IS APPROPRIATE (IF ANY) AND ITS DECISION WILL BE FINAL, EXCEPT AS FOLLOWS. THE EXECUTIVE COMMITTEE SHALL INFORM THE FULL BOARD OF DIRECTORS OF ANY DISAGREEMENT BETWEEN THE EXECUTIVE COMMITTEE AND THE DISCLOSING DIRECTOR AS TO ITS DETERMINATION THAT A CONFLICT OF INTEREST, OR BEHAVIOR IN CONFLICT OF THE POLICY, EXISTS AND ANY RECOMMENDED ACTION. THE BOARD SHALL RETAIN THE RIGHT TO MODIFY OR REVERSE THE EXECUTIVE COMMITTEE'S DETERMINATIONS IN THIS CONTEXT. THE CONFLICTS OF INTEREST POLICY ALSO ADDRESSES CONFIDENTIALITY. FORM 990, PART VI, SECTION B, LINE 15 PROCESS FOR PRESIDENT AND CEO 1. REVIEW AND APPROVAL. THE COMPENSATION COMMITTEE, ON BEHALF OF THE BOARD, WILL REVIEW AND APPROVE THE COMPENSATION OF MBA'S CHIEF EMPLOYED EXECUTIVE, THE PRESIDENT, PROVIDED THAT INDIVIDUALS WITH CONFLICTS OF INTEREST WITH RESPECT TO THE COMPENSATION ARRANGEMENT AT ISSUE ARE NOT INVOLVED IN THIS REVIEW AND APPROVAL. 'COMPENSATION' MEANS INITIAL SALARY, SPECIAL BENEFITS NOT GENERALLY AVAILABLE TO MBA STAFF, SALARY INCREASES AND BONUSES. 2. USE OF DATA AS TO COMPARABLE COMPENSATION. THE COMPENSATION COMMITTEE WILL REVIEW AND SET THE COMPENSATION OF THE PRESIDENT USING AS REFERENCES POINTS: (I) COMPENSATION OF ANY PREDECESSOR PRESIDENT, AND (II) READILY AVAILABLE PUBLIC DATA AS TO COMPARABLE COMPENSATION FOR SIMILARLY QUALIFIED PERSONS IN FUNCTIONALLY COMPARABLE POSITIONS AT SIMILARLY SITUATED ORGANIZATIONS (FORMAL BENCHMARKING STUDIES BY OUTSIDE COMPENSATION CONSULTANTS NEED NOT BE COMMISSIONED ANNUALLY BUT MAY BE SOUGHT PERIODICALLY). 3. ASSESSMENT OF PERFORMANCE. THE COMPENSATION COMMITTEE WILL TAKE INTO ACCOUNT: (I) THE LEVEL OF ATTAINMENT OF MBA'S GOALS AND OBJECTIVES OVER THE REVIEW PERIOD, (II) THE NATURE OF THE PARTICULAR EXTERNAL AND INTERNAL CHALLENGES FACING MBA OVER THE REVIEW PERIOD, AND (III) SUCH OTHER CONSIDERATIONS AS MAY BE APPLICABLE UNDER THE PREVAILING CIRCUMSTANCES. 4. CONTEMPORANEOUS DOCUMENTATION AND RECORDKEEPING. THERE IS CONTEMPORANEOUS DOCUMENTATION AND RECORDKEEPING WITH RESPECT TO THE DECISIONS REGARDING THE COMPENSATION ARRANGEMENT. PROCESS FOR SPECIFIED KEY EMPLOYEES 1. REVIEW AND APPROVAL. THE PRESIDENT WILL SUBMIT RECOMMENDATIONS TO THE COMPENSATION COMMITTEE FOR REVIEW AND APPROVAL OF THE TOTAL COMPENSATION OF THE FOLLOWING SPECIFIED KEY EMPLOYEES, AS DEFINED IN THE INTERNAL REVENUE SERVICE'S FORM 990 INSTRUCTIONS: --THE CHIEF FINANCIAL OFFICER --THE SECRETARY, AS APPROVED BY THE BOARD OF DIRECTORS --ALL SENIOR VICE PRESIDENTS PROVIDED THAT INDIVIDUALS WITH CONFLICTS OF INTEREST WITH RESPECT TO THE COMPENSATION ARRANGEMENT AT ISSUE ARE NOT INVOLVED IN THIS REVIEW AND APPROVAL. 'COMPENSATION' MEANS INITIAL SALARY, SPECIAL BENEFITS NOT GENERALLY AVAILABLE TO MBA STAFF, SALARY INCREASES AND BONUSES. 2. USE OF DATA AS TO COMPARABLE COMPENSATION. THE COMPENSATION COMMITTEE WILL REVIEW AND SET THE COMPENSATION OF THE SPECIFIED KEY EMPLOYEES, BASED ON THE RECOMMENDATIONS OF THE PRESIDENT, WHO WILL USE AS REFERENCES POINTS: (I) READILY AVAILABLE PUBLIC OR OTHER DATA AS TO COMPARABLE COMPENSATION FOR SIMILARLY QUALIFIED PERSONS IN FUNCTIONALLY COMPARABLE POSITIONS AT SIMILARLY SITUATED ORGANIZATIONS (MBA NEED NOT OBTAIN FORMAL BENCHMARKING STUDIES FROM OUTSIDE COMPENSATION CONSULTANTS ANNUALLY BUT THESE MAY BE SOUGHT PERIODICALLY); AND (II) THE SALARY AND LENGTH OF SERVICE OF THE PREVIOUS INCUMBENT. 3. ASSESSMENT OF PERFORMANCE. THE COMPENSATION COMMITTEE WILL REVIEW FOR SPECIFIED KEY EMPLOYEES THE PRESIDENT'S ASSESSMENT OF -- (I) THE LEVEL OF ATTAINMENT OF MBA'S GOALS AND OBJECTIVES OVER THE REVIEW PERIOD; (II) THE LEVEL OF ATTAINMENT OF A SPECIFIED KEY EMPLOYEE'S INDIVIDUAL GOALS AND OBJECTIVES OVER THE REVIEW PERIOD; (III) THE NATURE OF THE PARTICULAR EXTERNAL AND INTERNAL CHALLENGES FACING MBA OVER THE REVIEW PERIOD; AND (IV) OTHER, DOCUMENTED CONSIDERATIONS THAT MAY BE APPLICABLE UNDER THE PREVAILING CIRCUMSTANCES. 4. CONTEMPORANEOUS DOCUMENTATION AND RECORDKEEPING. THERE IS CONTEMPORANEOUS DOCUMENTATION AND RECORDKEEPING WITH RESPECT TO DECISIONS REGARDING THE COMPENSATION ARRANGEMENTS. PROCESS FOR REMAINING EMPLOYEES FOR THE REMAINING EMPLOYEES, THE BOARD HEREBY APPROVES THE FOLLOWING PROCESS FOR DETERMINING TOTAL COMPENSATION: 1. THE PRESIDENT IS AUTHORIZED AND DIRECTED TO: (A) IMPLEMENT MBA'S PRESENT EMPLOYEE POSITION CLASSIFICATION SYSTEM THAT IDENTIFIES FUNCTIONALLY COMPARABLE POSITIONS ACROSS GROUPS, AND (B) ADMINISTER A COMPENSATION PLAN BASED ON: (I) SUCH CLASSIFICATION SYSTEM, (II) REASONABLY AVAILABLE CURRENT COMPENSATION DATA FROM SIMILARLY SITUATED ASSOCIATIONS, (III) MBA'S GOALS AND OBJECTIVES, AND (IV) SUCH OTHER CRITERIA OR CONSIDERATIONS THAT MAY BE APPLICABLE UNDER THE PREVAILING CIRCUMSTANCES. 2. THE PRESIDENT IS FURTHER AUTHORIZED TO REVISIT THE EMPLOYEE CLASSIFICATION SYSTEM AS WELL AS TO ENGAGE COMPENSATION CONSULTANTS, FROM TIME TO TIME, TO HELP ASSURE THAT THE EMPLOYEE CLASSIFICATION SYSTEM AND THE COMPENSATION DATA AND PLAN REMAIN RELEVANT TO THE ACHIEVEMENT OF MBA'S OVERALL GOALS AND OBJECTIVES. 3. UNDER EXCEPTIONAL CIRCUMSTANCES THAT MUST BE DOCUMENTED AND REPORTED TO THE COMPENSATION COMMITTEE, THE PRESIDENT IS AUTHORIZED TO OFFER SIGNING OR RETENTION BONUSES AND OTHER FORMS OF COMPENSATION TO EMPLOYEES IN ORDER TO HELP ASSURE THE SMOOTH OPERATION OF MBA AND/OR THE ACHIEVEMENT OF SIGNIFICANT MBA GOALS AND OBJECTIVES. FORM 990, PART VI, SECTION C, LINE 19 CHARTER, BYLAWS AND CONFLICTS OF INTEREST POLICY ARE PROVIDED UPON REQUEST. FINANCIAL INFORMATION IS PROVIDED THROUGH THE FORM 990 UPON REQUEST. FINANCIAL STATEMENTS ARE PROVIDED TO THE BOARD OF DIRECTORS AND ARE NOT MADE AVAILABLE PUBLICLY. CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 9: PENSION-RELATED CHANGES OTHER THAN NET PERIODIC PENSION COST 5,712,756. EQUITY IN INCOME OF SUBSIDIARIES 22,417. OPERATING LEASE FAIR VALUE ADJUSTMENT NOTE PAYABLE FAIR VALUE ADJUSTMENT FORM 990, PART XII, LINE 2C THE AUDIT OVERSIGHT PROCESS HAS REMAINED UNCHANGED FROM THE PRIOR YEAR. 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