2024-11-14T13:30:25-06:00 2023-12-31 420714325 RSM US LLP 1001 WATER ST STE 500 TAMPA FL 33602 990 2023-01-01 530025930 THE AMERICAN INSTITUTE OF ARCHITECTS AMER 8002423837 1735 NEW YORK AVE NW WASHINGTON DC 200065292 LAKISHA ANN WOODS EXECUTIVE VICE PRESIDENT/CEO 8002423837 2024-11-14 1 0 KRISTEN BARNETT P01234578 8133162300 2024-11-14 2023 2024-10-15 13:58:12Z LAKISHA ANN WOODS 1735 NEW YORK AVE NW WASHINGTON DC 200065292 122567742 0 X WWW.AIA.ORG X 1857 NY THE AMERICAN INSTITUTE OF ARCHITECTS (AIA) IS A NONPROFIT ASSOCIATION INCORPORATED UNDER THE LAWS OF THE STATE OF NEW YORK. ITS MISSION IS TO UNITE ARCHITECTS IN FELLOWSHIP; PROMOTE THE AESTHETIC, SCIENTIFIC, AND PRACTICAL EFFICIENCY OF THE PROFESSION; ADVANCE THE SCIENCE AND ART OF PLANNING AND BUILDING; COORDINATE THE BUILDING INDUSTRY AND THE PROFESSION OF ARCHITECTURE TO IMPROVE THE QUALITY OF LIFE; AND TO MAKE THE PROFESSION OF EVER-INCREASING SERVICE TO SOCIETY. 15 13 227 4425 1068774 148855 0 0 46460232 48229252 -15259856 15022073 4340594 4868849 35540970 68120174 2303955 1358684 0 0 28868971 32352278 0 0 0 32638759 32842990 63811685 66553952 -28270715 1566222 191096318 196886874 32838712 36487782 158257606 160399092 X VISION: DRIVE POSITIVE CHANGE THROUGH THE POWER OF DESIGN AND FOCUSED ACTIVISM.MISSION: AIA INSPIRES AND EMPOWERS ARCHITECTS TO IMPROVE SOCIETY AND TRANSFORM THE WORLD. 0 0 PROFESSIONAL DEVELOPMENT - AIA OFFERS EDUCATIONAL OPPORTUNITIES TO MEMBERS INCLUDING:CES: THE AIA IS ACTIVELY INVOLVED IN THE CONTINUING EDUCATION OF ITS MEMBERS THROUGH ITS CES/CONTINUING EDUCATION PROGRAM. THE AIA MAKES SPECIALIZED INFORMATION AVAILABLE TO REGISTERED CES PROVIDERS, AS WELL AS TO AIA MEMBERS, TO HELP MEMBERS MEET THEIR CONTINUING EDUCATION REQUIREMENTS. KNOWLEDGE COMMUNITIES: THESE COMMUNITIES PROVIDE MEMBERS WITH ACCESS TO IN-DEPTH INFORMATION, SERVICES, KNOWLEDGE, AND CAREER NEEDS FOR SPECIFIC AREAS OF THE ARCHITECTURAL PRACTICE. MEMBER SERVICES - AIA OFFERS MEMBER SERVICES INCLUDING:COMPONENT RELATIONS: LOCAL NETWORKING ACTIVITIES, EDUCATIONAL SEMINARS, AND REGIONAL UPDATES ARE AVAILABLE THROUGH STATE AND LOCAL COMPONENT CHAPTERS.WEBSITE MEMBERS SECTION: PROVIDES AN ENTRY POINT FOR SERVICES PROVIDED TO AIA MEMBERS.HONORS AND AWARDS: PROGRAM PROVIDES RECOGNITION OF INDIVIDUALS AND ORGANIZATIONS FOR THEIR OUTSTANDING ACHIEVEMENTS IN SUPPORT OF THE PROFESSION OF ARCHITECTURE AND THE AIA. MEDIA RELATIONS SUPPORT CENTER: A TOOL TO AID MEMBERS IN IMPLEMENTING EFFECTIVE MEDIA RELATIONS EFFORTS IN THE MEMBER'S LOCAL AND REGIONAL MARKET. SUSTAINABILITY: A VOLUNTARY PROGRAM FOR AIA MEMBER FIRMS AND OTHER ENTITIES IN THE BUILT ENVIRONMENT TO PLEDGE TO DEVELOP MULTI-YEAR ACTION PLANS, AND IMPLEMENT STEPS TO BECOME CARBON NEUTRAL BY THE YEAR 2030. AIA PROVIDES SUPPORT, INFORMATION, AND EDUCATION ON SUSTAINABILITY. PUBLIC RELATIONS - AIA PROVIDES A WEALTH OF INFORMATION TO THE PUBLIC ON ARCHITECTURE AND ARCHITECTS. PUBLICATIONS - AIA PROVIDES A WIDE ARRAY OF PUBLICATIONS AND PROGRAMS INCLUDING: AIA ARCHITECT: BI-WEEKLY ELECTRONIC NEWSLETTER OF THE AIA.AIA STORE: ONLINE AND PHYSICAL STORE SELLING CURRENT ARCHITECTURAL PUBLICATIONS TO THE PUBLIC AND MEMBERS.OTHER PUBLICATIONS: THE AIA HAS VARIOUS OTHER PUBLICATIONS AND E-NEWSLETTERS PROVIDING CURRENT INFORMATION AND GUIDELINES TO PROFESSIONALS IN THE BUILDING INDUSTRY. GOVERNMENT AFFAIRS: THE AIA REPRESENTS THE INTERESTS OF ARCHITECTS BEFORE FEDERAL, STATE, AND LOCAL GOVERNMENTS AND OTHER POLICY-MAKING BODIES. THIS OUTREACH, COUPLED WITH SUSTAINED MEMBER PARTICIPATION AND ACTIVE INVOLVEMENT IN THE POLITICAL PROCESS, ENABLES THE AIA TO ADVOCATE ON BEHALF OF LEGISLATIVE, REGULATORY, AND RELATED ISSUES IMPORTANT TO AIA MEMBERS. CONFERENCE ON ARCHITECTURE: THE AIA CONFERENCE ON ARCHITECTURE OFFERS MORE THAN 500 PROGRAM OFFERINGS, INCLUDING WORKSHOPS, SEMINARS, TOURS, AND EXPO EDUCATION, AS WELL AS INFORMATIONAL EXHIBITS SHOWCASING THE LATEST IN BUILDING MATERIALS AND PRODUCTS. SCHOLARSHIPS, GRANTS, CONTRIBUTIONS: AIA PROVIDES SCHOLARSHIPS, GRANTS AND OTHER CONTRIBUTIONS TO PROMOTE THE ARCHITECTURAL PROFESSION. 0 0 1 1 0 0 0 0 1 1 0 0 0 1 1 0 1 0 0 1 0 1 0 0 0 0 1 1 1 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 1 265 0 1 227 1 1 1 0 0 0 1 1 0 0 0 X 15 13 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 1 1 NY X TERRI STEWART 8002423837 1735 NEW YORK AVE NW WASHINGTON DC 200065292 EMILY GRANDSTAFF-RICE PRESIDENT 40.00 X X 85000 0 0 KIMBERLY DOWDELL PRESIDENT-ELECT 10.00 X X 50000 0 0 TIMOTHY HAWK TREASURER 10.00 X X 0 0 0 BRITT LINDBERG SECRETARY 10.00 X X 0 0 0 RYAN GANN AT-LARGE DIRECTOR 5.00 X 0 0 0 KEVIN HOLLAND AT-LARGE DIRECTOR 5.00 X 0 0 0 ILLYA AZAROFF AT-LARGE DIRECTOR 5.00 X 0 0 0 NATHANIEL HUDSON STRATEGIC COUNCIL AT-LARGE 5.00 X 0 0 0 LAURA LESNIEWSKI STRATEGIC COUNCIL AT-LARGE 5.00 X 0 0 0 KOREY WHITE STRATEGIC COUNCIL AT-LARGE 5.00 X 0 0 0 ETTY PADMODIPOETRO APPOINTED DIRECTOR 5.00 X 0 0 0 TIMOTHY DUFAULT APPOINTED DIRECTOR 5.00 X 0 0 0 DARRAL TATE ASSOCIATE DIRECTOR 5.00 X 0 0 0 COOPER MOORE STUDENT DIRECTOR 5.00 X 0 0 0 RUSTY BIENVENUE CACE DIRECTOR 5.00 X 0 0 0 LAKISHA ANN WOODS CAE EVP/CEO 40.00 X 762887 0 93133 TERRI STEWART CHIEF FINANCE & ADMIN. OFFICER 40.00 X 388206 0 38426 RENEE YANCEY CHIEF EXTERNAL & EDI OFFICER 40.00 X 333046 0 38934 KEVIN WATKINS SR. VP, MEMBER & COMPONENT ENG. 40.00 X 295108 0 40093 SARAH DODGE SVP, ADVOCACY & RELAT. (UNTIL 8/23) 40.00 X 339832 0 47946 ANDREW FLANK SVP, SALES, EVENTS & EXHIBITS 40.00 X 327508 0 42780 ROBERT CLAYBORNE SVP, KNOWLEDGE & PRACTICE 40.00 X 311095 0 45084 TERRENCE ONA SVP & GENERAL COUNSEL 40.00 X 297439 0 62480 MARY SCHNEIDER STRATEGIC ADVISOR 40.00 X 288630 0 17509 3478751 0 426385 107 0 1 0 TURNER CONSTRUCTION COMPANY 11413 ISAAC NEWTON SQUARE RESTON VA 20190 CONSTRUCTION 7079552 MANOR HILL PRODUCTIONS 4411 MANOR LANE ELLICOTT CITY MD 21042 AUDIO/VISUAL/SOUND SYSTEM 764740 EHDD PIER 1 THE EMBARCADERO BAY 2 SAN FRANCISCO CA 94111 DESIGN ARCHITECTS 713128 INNOMINDS SOFTWARE INC 2055 JUNCTION AVENUE SUITE 122 SAN JOSE CA 95131 SOFTWARE 499022 SMG MOSCONE CENTER 747 HOWARDS STREET SAN FRANCISCO CA 94103 CATERING SERVICES 353112 24 MEMBERSHIP DUES 900099 22237245 22237245 EDUCATION REVENUE 900099 15856502 15856502 CONFERENCES & MEETINGS 900099 9198586 4334034 4864552 ENTRY/AWARD FEES 900099 936919 315034 621885 48229252 3416233 3416233 2486808 2486808 2909057 1624842 1284215 1284215 168987 1115228 64209855 52571410 32605 11638445 -32605 11605840 11605840 646510 218711 427799 427799 MISCELLANEOUS INCOME 900099 392125 392125 GARAGE RENTAL 812930 277902 277902 670027 68120174 43170614 1068774 23880786 1153265 187919 17500 1989833 23990780 1663851 2889930 1817884 439919 555130 365036 622533 4183901 552582 1014231 3390454 486008 5260307 5288638 97221 3907268 1407639 666463 INCOME TAX 142792 BANK & MERCHANT PROFESS 1901481 PROMOTION & PUBLICATION 600644 MISCELLANEOUS 400501 1560242 66553952 685565 554703 125664539 122558328 3599978 2909884 77982 124833 886984 1409534 49502607 29732344 11045890 19770263 48242893 49038867 892487 520462 191096318 196886874 12000704 12661695 16925325 16577854 3727494 7016439 185189 231794 32838712 36487782 X 154097952 156007284 4159654 4391808 158257606 160399092 191096318 196886874 X 1566222 570689 4575 X X 0 1 X 1 0 ARCHIPAC 1735 NEW YORK AVENUE NW WASHINGTON DC 20006 352416199 0 39854 0 0 1 22237245 3073904 2027375 5101279 3113214 1988065 PART I-A, LINE 1: ACTIVITY CONDUCTED THROUGH A SECTION 527 POLITICAL ACTION COMMITTEE. 19741344 100000 1993070 338535 21495879 24145097 -4128834 274919 19741344 22032016 150000 2299153 336072 24145097 19961532 2506463 435979 22032016 17332280 2924607 295355 19961532 0.77707 0.05464 0.16829 0 0 1232616 1232616 28852186 12414454 16437732 1680322 1641050 39272 17737483 15676840 2060643 19770263 DUE TO AIA FOUNDATION 231794 231794 X 69945508 570689 570689 69374819 622533 -1877178 -1254645 68120174 67808597 1877178 1877178 65931419 622533 622533 66553952 PART V, LINE 4: AIA'S ENDOWMENT CONSISTS OF PERMANENTLY RESTRICTED FUNDS ESTABLISHED FOR SCHOLARSHIPS AND THE AIA LIBRARY. THE INSTITUTE HAS ALSO ALLOCATED CERTAIN UNRESTRICTED NET ASSETS FOR THE PURPOSE OF FUNDING SCHOLARSHIPS THROUGH A QUASI-ENDOWMENT. PART X, LINE 2: AIA IS EXEMPT FROM THE PAYMENT OF FEDERAL AND STATE INCOME TAXES ON INCOME OTHER THAN NET UNRELATED BUSINESS INCOME TAX UNDER SECTION 501(C)(6) OF THE INTERNAL REVENUE CODE (IRC). INCOME FROM NONEXEMPT FUNCTIONS IS SUBJECT TO UNRELATED BUSINESS INCOME TAX. THE INSTITUTE HAD INCOME TAX EXPENSE RELATING TO RENTAL INCOME, JOB BOARDS, AND ADVERTISING INCOME OF $142,792 FOR THE YEAR ENDED DECEMBER 31, 2023. PART XI, LINE 4B - OTHER ADJUSTMENTS: RENTAL EXPENSES INCLUDED IN PART VIII -1,624,842. COGS EXPENSE INCLUDED IN PART VIII -218,711. LOSS ON DISPOSAL OF ASSET -33,625. PART XII, LINE 2D - OTHER ADJUSTMENTS: RENTAL EXPENSES INCLUDED IN PART VIII 1,624,842. COGS EXPENSE INCLUDED IN PART VIII 218,711. LOSS ON DISPOSAL OF ASSET 33,625. 1 EAST ASIA AND THE PACIFIC 0 0 PROGRAM SERVICES MEETING EXPENSES AND REV SHARE AND DUES 67103 EUROPE (INCLUDING ICELAND & GREENLAND) 0 0 PROGRAM SERVICES PROFESSIONAL DUES, DUES SHARE, SERVICES AND MERCHANDISE 306176 MIDDLE EAST AND NORTH AFRICA 0 0 PROGRAM SERVICES REIMBURSEMENT 157144 NORTH AMERICA 0 0 PROGRAM SERVICES MEETINGS AND TRAVEL 33300 SOUTH AMERICA 0 0 PROGRAM SERVICES SOFTWARE DEVELOPMENT AND MEETINGS 346856 SOUTH ASIA 0 0 PROGRAM SERVICES REIMBURSEMENT AND SERVICES 58036 EUROPE (INCLUDING ICELAND & GREENLAND) 0 0 GRANTMAKING 17500 0 0 0 0 0 0 986115 0 986115 PROGRAM SUPPORT EUROPE (INCLUDING ICELAND & GREENLAND) 1 17500 0 0 0 0 0 0 PART I, LINE 2: GRANT RECIPIENTS ARE REQUIRED TO PROVIDE INTERIM REPORTING AND DELIVERY OF A FINAL REPORT. THE REPORTING DOCUMENTATION MUST INCLUDE FINANCIAL DATA, SUBSTANTIVE NARRATIVE, WORK SAMPLE, AND LESSONS LEARNED. THEY MUST PRODUCE A RESULT REPORT AT THE END OF THE PROJECT DESCRIBING THE PROJECT RESULT AND FINAL FUND USAGE. 1 ACEMENTOR PROGRAM OF AMERICA 1501 CHERRY STREET PHILADELPHIA PA 19102 202238314 501C3 10000 0 PROGRAM SUPPORT ACHIEVE MORE LLC 12733 INVERNESS WAY WOODBRIDGE VA 22192 472985454 FOR PROFIT 6150 0 PROGRAM SUPPORT AIA MEMPHIS 251 RIVERSIDE DR MEMPHIS TN 38103 626047769 501C6 12000 0 PROGRAM SUPPORT AIA-COLLEGE OF FELLOWS 1735 NEW YORK AVENUE WASHINGTON DC 20006 710887547 501C3 30000 0 PROGRAM SUPPORT AIA FOUNDATION 1735 NEW YORK AVENUE WASHINGTON DC 20006 593819154 501C3 142074 0 PROGRAM SUPPORT AMERICAN INSTITUTE OF ARCHITECTURE STUDENTS 1012 14TH STREET SUITE 415 WASHINGTON DC 20005 521239053 501C6 106755 0 PROGRAM SUPPORT AMERICAN SOCIETY OF ASSOCIATION EXECUTIVES 1575 I ST NW WASHINGTON DC 20005 530026940 501C6 17000 0 PROGRAM SUPPORT CLEMSON UNIVERSITY 105 SIKES HALL CLEMSON SC 29634 576000254 501C3 6500 0 PROGRAM SUPPORT CONSTRUCTION ASSOCIATION OF SOUTH FLORIDA 2929 NW 62ND STREET FORT LAUDERDALE FL 33309 134148824 501C3 125000 0 PROGRAM SUPPORT DECENTRALIZED DESIGN LAB LLC 32711 EDDY RD HINCKLEY MN 55037 822291724 FOR PROFIT 22919 0 PROGRAM SUPPORT DREXEL UNIVERSITY 3141 CHESTNUT ST PHILADELPHIA PA 19104 231352630 501C3 15000 0 PROGRAM SUPPORT ERFFMEYER & SON CO INC 5300 WEST CLINTON AVENUE MILWAUKEE WI 53223 FOR PROFIT 7486 0 PROGRAM SUPPORT IOWA STATE UNIVERSITY OF SCIENCE AND TECHNOLOGY INTERIOR DESIGN DEPARTMENT 715 BISSELL RD 146 COLLEGE OF DESIGN AMES IA 50011 426004224 501C3 6500 0 PROGRAM SUPPORT KENT STATE UNIVERSITY PO BOX 5190 KENT OH 44242 316402079 501C3 6500 0 PROGRAM SUPPORT NATIONAL ARCHITECTURAL ACCREDITING BOARD 107 S WEST ST SUITE 707 ALEXANDRIA VA 22314 520075386 501C3 426411 0 PROGRAM SUPPORT NATIONAL BUILDING MUSEUM 401 F ST NW WASHINGTON DC 20001 521050999 501C3 47500 0 PROGRAM SUPPORT NAVIGATOR CROSS-MEDIA INV 812 FREMONT AVE 205 SOUTH PASADENA CA 91030 205851603 FOR PROFIT 9470 0 PROGRAM SUPPORT NCARB 1401 H STREET NW SUITE 500 WASHINGTON DC 20005 730684309 501C3 25000 0 PROGRAM SUPPORT NORTHEASTERN UNIVERSITY 360 HUNTINGTON AVENUE BOSTON MA 02115 041679980 501C3 15000 0 PROGRAM SUPPORT PENN STATE UNIVERSITY 408 OLD MAIN UNIVERSITY PARK PA 16802 246000376 501C3 21500 0 PROGRAM SUPPORT QUINN EVANS ARCHITECTS INC DEPARTMENT 1112 - PO BOX 30516 LANSING MI 48909 382637775 FOR PROFIT 22000 0 PROGRAM SUPPORT TEXAS A&M UNIVERSITY 400 BIZZELL ST COLLEGE STATION TX 77843 746000531 501C3 13000 0 PROGRAM SUPPORT TEXAS TECH UNIVERSITY 2500 BROADWAY W LUBBOCK TX 79409 756002622 501C3 6500 0 PROGRAM SUPPORT THE UNIVERSITY OF TEXAS AT SAN ANTONIO ONE UTSA CIRCLE SAN ANTONIO TX 78249 741717115 501C3 6500 0 PROGRAM SUPPORT UNIVERSITY OF ARKANSAS FAYETTEVILLE 1 UNIVERSITY OF ARKANSAS FAYETTEVILLE FAYETTEVILLE AR 72701 716003252 501C3 30000 0 PROGRAM SUPPORT UNIVERSITY OF MONTANA 32 CAMPUS DR MISSOULA MT 59812 810362989 501C3 6500 0 PROGRAM SUPPORT 19 9 PROGRAM GRANT 92 113000 RESEARCH GRANT 1 74919 PART I, LINE 2: GRANT RECIPIENTS ARE REQUIRED TO PROVIDE INTERIM REPORTING AND DELIVERY OF A FINAL REPORT. THE REPORTING DOCUMENTATION MUST INCLUDE FINANCIAL DATA, SUBSTANTIVE NARRATIVE, WORK SAMPLE, AND LESSONS LEARNED. THEY MUST PRODUCE A RESULT REPORT AT THE END OF THE PROJECT DESCRIBING THE PROJECT RESULT AND FINAL FUND USAGE. X X 1 1 X X X X 0 1 0 LAKISHA ANN WOODS CAE EVP/CEO 640505 0 121416 0 966 0 49118 0 44015 0 856020 0 0 0 TERRI STEWART CHIEF FINANCE & ADMIN. OFFICER 358400 0 28000 0 1806 0 36040 0 2386 0 426632 0 0 0 SARAH DODGE SVP, ADVOCACY & RELAT. (UNTIL 8/23) 338628 0 0 0 1204 0 15798 0 32148 0 387778 0 0 0 RENEE YANCEY CHIEF EXTERNAL & EDI OFFICER 306115 0 25200 0 1731 0 24683 0 14251 0 371980 0 0 0 ANDREW FLANK SVP, SALES, EVENTS & EXHIBITS 327088 0 0 0 420 0 26520 0 16260 0 370288 0 0 0 TERRENCE ONA SVP & GENERAL COUNSEL 276873 0 19600 0 966 0 18700 0 43780 0 359919 0 0 0 ROBERT CLAYBORNE SVP, KNOWLEDGE & PRACTICE 281875 0 28800 0 420 0 44983 0 101 0 356179 0 0 0 KEVIN WATKINS SR. VP, MEMBER & COMPONENT ENG. 266688 0 28000 0 420 0 25834 0 14259 0 335201 0 0 0 MARY SCHNEIDER STRATEGIC ADVISOR 260000 0 28000 0 630 0 17408 0 101 0 306139 0 0 0 PART I, LINE 1A AIA'S CEO IS PERMITTED TO TRAVEL FIRST CLASS ON LONGER INTERNATIONAL FLIGHTS. LIMITED SPOUSAL TRAVEL IS ALLOWED FOR AIA'S CEO AND PRESIDENT PER THE ASSOCIATION'S WRITTEN POLICIES. THE TRAVEL BENEFITS ARE NONTAXABLE TO THE CEO AND PRESIDENT. PART I, LINE 4B DURING 2023, THE FOLLOWING INDIVIDUALS VESTED INTO AMOUNTS FROM A SECTION 457 PLAN: KATHRON COMPTON COVALESKI - $92,669.58 PAMELA DAY - $12,084.42 SUSAN MCDAID - $89,659.08 JAY ANTHONY STEVENS - $62,656.59 FORM 990, PART VI, SECTION A, LINE 6 CLASSES OF MEMBERSHIP: --ARCHITECT MEMBER-INDIVIDUALS LICENSED TO PRACTICE ARCHITECTURE IN A U.S. STATE OR TERRITORY. --ALLIED MEMBER-MEMBER WHO DOES NOT QUALIFY AS ARCHITECT OR ASSOCIATE MEMBER AND IS EMPLOYED OUTSIDE THE ARCHITECTURE PRACTICE BUT IN A POSITION ALLIED TO THE FIELD OF ARCHITECTURE. --ASSOCIATE MEMBER-INDIVIDUALS WHO MEET ONE OF THE FOLLOWING CRITERIA: --PARTICIPATING IN CAREER RESPONSIBILITIES RECOGNIZED BY LICENSING AUTHORITIES AS CONSTITUTING CREDIT TOWARD LICENSURE --WORKING UNDER THE SUPERVISION OF AN ARCHITECT IN A PROFESSIONAL OR TECHNICAL CAPACITY --WORKING AS A FACULTY MEMBER IN A UNIVERSITY PROGRAM IN ARCHITECTURE --HOLDING A PROFESSIONAL DEGREE IN ARCHITECTURE INTERNATIONAL ASSOCIATES-INDIVIDUALS WHO HAVE AN ARCHITECTURE LICENSE OR EQUIVALENT ONLY FROM A NON-U.S. LICENSING AUTHORITY. FORM 990, PART VI, SECTION A, LINE 7A THE AIA BOARD IS SELECTED AS FOLLOWS: --OFFICERS: PRESIDENT, FIRST VICE PRESIDENT, SECRETARY, AND TREASURER, ALL OF WHOM ARE SELECTED BY THE DELEGATES AT THE ANNUAL MEETING --ONE DIRECTOR FROM THE COUNCIL OF ARCHITECTURAL COMPONENT EXECUTIVES (CACE) --ONE DIRECTOR SELECTED BY THE NATIONAL ASSOCIATES COMMITTEE (NAC), FROM AMONG THE ASSOCIATES --ONE STUDENT DIRECTOR, SELECTED BY THE MEMBERSHIP OF THE AMERICAN INSTITUTE OF ARCHITECTURE STUDENTS --AS MANY AS TWO DIRECTORS, APPOINTED BY THE PRESIDENT --THREE AT-LARGE DIRECTORS, SELECTED BY THE DELEGATES AT THE ANNUAL MEETING --THREE AT-LARGE DIRECTORS, SELECTED BY THE INSTITUTE'S STRATEGIC COUNCIL --EXECUTIVE VICE PRESIDENT/CEO (NON-VOTING UNDER CONTRACT, HIRED BY THE BOARD) FORM 990, PART VI, SECTION A, LINE 7B IN MOST INSTANCES, DECISIONS TO AMEND THE INSTITUTE'S BYLAWS ARE SUBJECT TO APPROVAL BY A TWO-THIRDS VOTE AT MEMBERSHIP MEETINGS OF THE INSTITUTE. FORM 990, PART VI, SECTION B, LINE 11B THE ASSOCIATION'S INTERNAL PROCESS FOR REVIEW OF TAX FORMS IS EXTENSIVE. FOR THE FORM 990, THE ASSOCIATION'S CONTROLLER (A CPA) COMPILES THE INFORMATION FOR THE RETURN WITH INPUT FROM THE ACCOUNTING AND LEGAL STAFF. A DRAFT 990 IS THEN PROVIDED BACK TO THE AIA FROM THE OUTSIDE AUDITING FIRM. THE CONTROLLER THEN HAS RESPONSIBILITY TO CIRCULATE THE DRAFTS TO THE CHIEF FINANCE AND ADMINISTRATION OFFICER, AND OTHERS, AND TO INCORPORATE APPROPRIATE CORRECTIONS INTO THE 990. THE FINAL DRAFT IS THEN PREPARED BY THE OUTSIDE AUDITING FIRM. THE BOARD THEN REVIEWS THE 990 IN DRAFT BEFORE IT IS SUBMITTED. FORM 990, PART VI, SECTION B, LINE 12C FROM AIA'S CONFLICT OF INTEREST POLICY: 1. DUTY TO DISCLOSE IN CONNECTION WITH ANY ACTUAL OR POSSIBLE CONFLICT OF INTEREST, AN INTERESTED PERSON MUST DISCLOSE THE EXISTENCE OF THE FINANCIAL INTEREST AND BE GIVEN THE OPPORTUNITY TO DISCLOSE ALL MATERIAL FACTS TO THE MEMBERS OF THE BOARD OF DIRECTORS (AND/OR MEMBERS OF COMMITTEES WITH BOARD-DELEGATED POWERS) CONSIDERING THE PROPOSED TRANSACTION OR ARRANGEMENT. 2. DETERMINING WHETHER A CONFLICT OF INTEREST EXISTS AFTER DISCLOSURE OF THE FINANCIAL INTEREST AND ALL MATERIAL FACTS, AND AFTER ANY DISCUSSION WITH THE INTERESTED PERSON, HE/SHE SHALL LEAVE THE BOARD (OR COMMITTEE) MEETING WHILE THE DETERMINATION OF A CONFLICT OF INTEREST IS DISCUSSED AND VOTED UPON. THE REMAINING BOARD (OR COMMITTEE) MEMBERS SHALL DECIDE IF A CONFLICT OF INTEREST EXISTS. 3. PROCEDURES FOR ADDRESSING THE CONFLICT OF INTEREST A. AN INTERESTED PERSON MAY MAKE A PRESENTATION AT THE BOARD (OR COMMITTEE) MEETING, BUT AFTER THE PRESENTATION, HE/SHE SHALL LEAVE THE MEETING DURING THE DISCUSSION OF, AND THE VOTE ON, THE TRANSACTION OR ARRANGEMENT INVOLVING THE POSSIBLE CONFLICT OF INTEREST. B. THE PRESIDING OFFICER OF THE BOARD (OR CHAIR OR ACTING CHAIR OF THE COMMITTEE) SHALL, IF APPROPRIATE, APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT. C. AFTER EXERCISING DUE DILIGENCE, THE BOARD (OR COMMITTEE) SHALL DETERMINE WHETHER THE INSTITUTE CAN OBTAIN WITH REASONABLE EFFORTS A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT FROM A PERSON OR ENTITY THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. D. IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY POSSIBLE UNDER CIRCUMSTANCES NOT PRODUCING A CONFLICT OF INTEREST, THE BOARD (OR COMMITTEE) SHALL DETERMINE BY A MAJORITY VOTE OF THE DISINTERESTED DIRECTORS WHETHER THE TRANSACTION OR ARRANGEMENT IS IN THE INSTITUTE'S BEST INTEREST, FOR ITS OWN BENEFIT, AND WHETHER IT IS FAIR AND REASONABLE. IN CONFORMITY WITH THE ABOVE DETERMINATION, IT SHALL MAKE ITS DECISION AS TO WHETHER TO ENTER INTO THE TRANSACTION OR ARRANGEMENT. E. EACH MATTER INVOLVING A POTENTIAL CONFLICT OF INTEREST CONSIDERED BY A COMMITTEE SHALL BE PROMPTLY REPORTED TO THE GENERAL COUNSEL OF THE INSTITUTE, WHO SHALL ENSURE THAT APPROPRIATE PROCEDURES ARE FOLLOWED TO RESOLVE EACH SUCH MATTER. THE GENERAL COUNSEL SHALL IN TURN REPORT ON EACH SUCH MATTER TO THE BOARD, WHICH SHALL HAVE THE AUTHORITY TO REVERSE, IN WHOLE OR IN PART, THE FINDINGS AND ACTIONS OF THE PERTINENT COMMITTEE, AND TO ORDER SUCH FURTHER ACTION AS IT MAY DEEM APPROPRIATE. 4. VIOLATIONS OF THE CONFLICT OF INTEREST POLICY A. IF THE BOARD (OR COMMITTEE) HAS REASONABLE CAUSE TO BELIEVE A MEMBER HAS FAILED TO DISCLOSE ACTUAL OR POSSIBLE CONFLICTS OF INTEREST, IT SHALL INFORM THE MEMBER OF THE BASIS FOR SUCH BELIEF AND AFFORD THE MEMBER AN OPPORTUNITY TO EXPLAIN THE ALLEGED FAILURE TO DISCLOSE. B. IF, AFTER HEARING THE MEMBER'S RESPONSE AND AFTER MAKING FURTHER INVESTIGATION AS WARRANTED BY THE CIRCUMSTANCES, THE BOARD (OR COMMITTEE) DETERMINES THE MEMBER HAS FAILED TO DISCLOSE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, IT SHALL TAKE APPROPRIATE DISCIPLINARY AND CORRECTIVE ACTION. C. EACH MATTER INVOLVING AN ALLEGED CONFLICT OF INTEREST CONSIDERED BY A COMMITTEE SHALL BE PROMPTLY REPORTED TO THE GENERAL COUNSEL OF THE INSTITUTE, WHO SHALL ENSURE THAT APPROPRIATE PROCEDURES ARE FOLLOWED TO RESOLVE EACH SUCH MATTER. THE GENERAL COUNSEL SHALL IN TURN REPORT ON EACH SUCH MATTER TO THE BOARD, WHICH SHALL HAVE THE AUTHORITY TO REVERSE, IN WHOLE OR IN PART, THE FINDINGS AND ACTIONS OF THE PERTINENT COMMITTEE, AND TO ORDER SUCH FURTHER ACTION AS IT MAY DEEM APPROPRIATE. THE AIA BOARD OF DIRECTORS APPROVED AMENDMENTS TO THE AIA CONFLICT OF INTEREST/DISCLOSURE POLICY IN DECEMBER 2023, TO BRING AIA'S POLICY IN LINE WITH ASSOCIATION BEST PRACTICE. FORM 990, PART VI, SECTION B, LINE 15 THE AIA COMPENSATION PROCESS FOR THE CEO IS AS FOLLOWS: 1. AT THE BEGINNING OF EACH YEAR, CEO AND PRESIDENT DRAFT AND DISCUSS PERFORMANCE GOALS FOR THE CURRENT YEAR. 2. PRESIDENT AND CEO MEET TO DISCUSS PROGRESS, CHALLENGES, AND CHANGES RELATIVE TO THE ESTABLISHED GOALS. 3. CEO AND CHIEF PEOPLE OFFICER (CPO) MEET WITH AN OUTSIDE COMPENSATION EXPERT TO DISCUSS THE CEO PERFORMANCE AND COMPENSATION PROCESS, ACTIVITIES, TIMELINE, PARTICIPANTS, ASSIGNMENTS, MARKET ANALYSIS SOURCES AND METHODOLOGY. 4. THE COMPENSATION CONSULTANT AND CPO CONDUCT ANNUAL UPDATED MARKET ANALYSIS FOR THE CEO. 5. CEO SENDS COMPLETED SELF-ASSESSMENT WITH DRAFT LETTER FOR THE PAST PRESIDENT, TO THE COMPENSATION COMMITTEE FOR FEEDBACK. CEO ENSURES THAT LETTER IS UPDATED/FINALIZED. 6. PAST PRESIDENT SENDS SELF-ASSESSMENT TO THE BOARD AND SLT ALONG WITH A LINK TO AN ONLINE SURVEY. 7. THE COMPENSATION CONSULTANT REVIEWS AND SHARES SUMMARY OF SURVEY AND MARKET ANALYSIS WITH PAST PRESIDENT. 8. THE PAST PRESIDENT SHARES HIS/HER THOUGHTS ABOUT THE CEO'S PERFORMANCE WITH THE COMPENSATION COMMITTEE, ALONG WITH INFORMATION COMPILED BY THE COMPENSATION CONSULTANT. THE COMPENSATION COMMITTEE DISCUSSES BASE SALARY COMPENSATION AND BONUS FOR THE CEO. 9. THE PAST PRESIDENT SHARES INFORMATION REGARDING CEO PERFORMANCE AND COMPENSATION WITH THE BOARD. 10. THE PAST PRESIDENT (AND OTHER MEMBERS OF THE COMPENSATION COMMITTEE AS DEEMED NECESSARY BY THE PAST PRESIDENT) MEET WITH CEO TO DISCUSS PERFORMANCE AND COMMUNICATE THE COMMITTEE'S DECISION ON COMPENSATION. 11. THE PRESIDENT INFORMS THE CPO (IN WRITING) OF THE DECISION ON COMPENSATION. NEW COMPENSATION IS RETROACTIVE TO JANUARY 1ST. THE AIA COMPENSATION PROCESS FOR ALL OTHER EMPLOYEES, INCLUDING THE KEY EMPLOYEES, IS AS FOLLOWS: 1. AIA USES A PERFORMANCE MANAGEMENT SYSTEM WHEREBY SUPERVISORS REVIEW EMPLOYEE'S PERFORMANCE QUARTERLY, 4 TIMES A YEAR. IN 2023, AIA CONDUCTED 2 PERFORMANCE EVALUATIONS DURING THE YEAR. A. QUARTERLY REVIEW: I. DISCUSSION BETWEEN SUPERVISOR AND EMPLOYEE ON HOW THE EMPLOYEE IS PROGRESSING ON HIS/HER YEARLY GOALS AND OBJECTIVES. II. COMPENSATION IS NOT PART OF THIS CONVERSATION. B. ANNUAL REVIEW: I. DISCUSSION BETWEEN SUPERVISOR AND EMPLOYEE ON HOW THE EMPLOYEE PERFORMED DURING THE YEAR. II. EMPLOYEE IS EVALUATED FOR HIS/HER PERFORMANCE ON: (A) GOALS AND OBJECTIVES. (B) COMPETENCIES FOR THE POSITION. (C) COMPENSATION IS DISCUSSED DURING THE ANNUAL REVIEW PROCESS. 2. AS PART OF THE AIA PERFORMANCE MANAGEMENT, THE COMPENSATION PROGRAM: A. DEVELOPED BY AN OUTSIDE INDEPENDENT COMPENSATION CONSULTANT. B. POSITIONS REVIEWED AND PRICED BY THE INDEPENDENT COMPENSATION CONSULTANT. UPDATES ARE MADE BY THE MANAGING DIRECTOR, HUMAN RESOURCE AND CPO. C. TARGET PAY FOR EACH POSITION BASED ON THE 50TH PERCENTILE. D. SALARY RANGES CREATED FROM THE TARGET PAY IN THE 50TH PERCENTILE. E. SALARY PROGRAM SETS COMPETITIVE RATES OF PAY (RANGES) FOR EACH POSITION AT AIA: -- THE PERFORMANCE MANAGEMENT PROGRAM HELPS US DETERMINE WHERE WITHIN THAT RANGE EACH PERSON SHOULD BE PAID. F. PAY IS RELATIVE TO THE MARKET AIA IS LOCATED (NON-PROFITS AND ASSOCIATIONS IN THE WASHINGTON, DC METRO AREA). G. COMPENSATION IS BASED ON PERFORMANCE AND CAN BE PAID IN SEVERAL WAYS: I. ANNUAL MERIT INCREASES. II. INCENTIVE COMPENSATION. III. MARKET ADJUSTMENT. H. EMPLOYEE IS GIVEN A DOCUMENT WHICH PROVIDES INFORMATION ON THEIR (1) PERCENTAGE MERIT INCREASE, (2) NEW SALARY FOR THE UPCOMING YEAR, (3) INCENTIVE COMPENSATION AMOUNT (IF APPLICABLE), AND (4) MARKET INCREASE (IF APPLICABLE). 3. IMPACT ON THE ORGANIZATION: A. SUCCESS OF ANY COMPENSATION PROGRAM IS RELATIVE AND LINKED TO THE PROGRAM'S ABILITY TO SUPPORT AIA'S ORGANIZATION'S CULTURE. B. SERVES AS A TOOL IN ATTAINING THE INSTITUTE'S ORGANIZATIONAL GOALS AND OBJECTIVES GOALS SET AND APPROVED BY THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION C, LINE 19 AIA'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE NOT MADE AVAILABLE TO THE PUBLIC. FORM 990, PART VI, LINE 10: EXPLANATION REGARDING AIA COMPONENTS: AIA DOES NOT HAVE LOCAL CHAPTERS OVER WHICH IT EXERCISES LEGAL AUTHORITY. ITS COMPONENTS ARE CHARTERED BY AIA BUT ARE SEPARATE LEGAL ENTITIES THAT ARE SELF-MANAGED. FORM 990, PART XI, LINE 9: NET INVESTMENT IN SUBSIDIARY 4,575. 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