| FORM 990, PART VI, SECTION A, LINE 1 |
THE AAA'S BYLAWS PROVIDE FOR A BROAD DELEGATION OF AUTHORITY TO THE EXECUTIVE COMMITTEE OF THE BOARD, WHICH IS COMPRISED OF 21 MEMBERS OF THE AAA'S BOARD OF DIRECTORS. |
| FORM 990, PART VI, SECTION A, LINE 2 |
WHILE THE AMERICAN ARBITRATION ASSOCIATION ("AAA") HAS NO ACTUAL KNOWLEDGE OF ANY FAMILY OR BUSINESS RELATIONSHIP BETWEEN OFFICERS, TRUSTEES OR KEY EMPLOYEES, WE WOULD ANTICIPATE THAT AMONG THE OVER 100 MEMBERS OF THE AAA'S BOARD OF DIRECTORS, THAT IS COMPOSED OF A WIDE RANGE OF LEADERS FROM VARIOUS FIELDS, THAT SOME RELATIONSHIP MAY EXIST. HOWEVER, THE AAA HAS RELIED UPON THE RESPONSES OF OFFICERS, DIRECTORS, AND KEY EMPLOYEES TO ANNUAL QUESTIONNAIRES DESIGNED TO ELICIT THE DISCLOSURE OF THESE RELATIONSHIPS, IT IS WITH AN ABUNDANCE OF CAUTION THAT WE HAVE RESPONDED AFFIRMATIVELY TO THIS QUESTION. |
| FORM 990, PART VI, SECTION A, LINE 6 |
THE AMERICAN ARBITRATION ASSOCIATION'S ("AAA'S") GOVERNING BODY IS MADE UP OF 'MEMBERS', WITH NO SEPARATE OR DISTINCT 'CLASSES'. CLASS IS NOTED IN THE AAA'S BYLAWS WITH REFERENCE TO INCOMING AND OUTGOING GROUPS OF MEMBERS, AND DOES IN NO WAY MEAN ANY GROUP OF MEMBERS HAS DIFFERENT RIGHTS THAN ANOTHER GROUP. PER THE AAA'S BYLAWS: "THE BOARD SHALL BE DIVIDED INTO FOUR SUBSTANTIALLY EQUAL CLASSES. ONE FOURTH OF THE BOARD SHALL BE ELECTED AT EACH ANNUAL MEETING OF THE VOTING MEMBERS. EACH CLASS SHALL SERVE FOR FOUR YEARS. NO DIRECTOR, UNLESS SERVING AS AN OFFICER, SHALL SERVE MORE THAN THREE TERMS WITHOUT A ONE-YEAR INTERRUPTION. VACANCIES OCCURRING IN ANY CLASS OF ELECTED DIRECTORS MAY BE FILLED THROUGH APPOINTMENT FOR THE UNEXPIRED TERM BY THE BOARD OR AT THE NEXT ANNUAL MEETING OF THE VOTING MEMBERS." |
| FORM 990, PART VI, SECTION B, LINE 11 |
THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS (THE "COMMITTEE") FOR THE AMERICAN ARBITRATION ASSOCIATION ("AAA") REVIEWS THE AAA'S FORM 990 SUBMISSIONS. PRIOR TO SUBMISSION TO THE COMMITTEE, THE SUBSTANTIVE INPUT FOR THE FORM 990 IS GATHERED AND REVIEWED BY SENIOR MANAGEMENT BASED UPON RESPONSIBILITY FOR THEIR RESPECTIVE AREAS OF OPERATIONS. IT IS COMPILED AND REVIEWED BY THE FINANCE DEPARTMENT WITH THE ASSISTANCE OF THE AAA'S INDEPENDENT ACCOUNTING FIRM. IT IS THEN SUBMITTED FOR REVIEW TO EXECUTIVE MANAGEMENT AT THE OFFICER LEVEL (PRESIDENT AND CEO, CFO / TREASURER AND GENERAL COUNSEL / CORPORATE SECRETARY.) ONLY SUBSEQUENT TO THESE REVIEWS IS THE FORM 990 FORWARDED TO THE COMMITTEE, AND POSTED TO A BOARD OF DIRECTOR SECTION OF THE AAA WEBSITE (WWW.ADR.ORG). ACCESS TO THIS SECTION OF THE AAA'S WEBSITE IS RESTRICTED (PASSWORD PROTECTED) SUCH THAT IT IS AVAILABLE ONLY TO AAA BOARD OF DIRECTOR MEMBERS. ONCE REVIEWED BY THE COMMITTEE, IT IS SIGNED BY THE CFO / TREASURER AS THE APPROPRIATE OFFICER OF THE AAA, AND TRANSMITTED TO THE INTERNAL REVENUE SERVICE (IRS) BY THE AAA'S INDEPENDENT ACCOUNTING FIRM. |
| FORM 990, PART VI, SECTION B, LINE 12C |
PER THE AMERICAN ARBITRATION ASSOCIATION'S ("AAA'S") BYLAWS: "AT EACH ANNUAL MEETING OF THE DIRECTORS OF THE ASSOCIATION, EACH DIRECTOR SHALL COMPLETE A CONFLICT OF INTEREST DISCLOSURE STATEMENT, THE FORM OF WHICH SHALL BE DETERMINED BY THE BOARD OF DIRECTORS. THE STATEMENT SHALL DISCLOSE ALL INTERESTED PARTY TRANSACTIONS INVOLVING EACH BOARD MEMBER ENTERED INTO OR CONTINUED DURING THE PRECEDING YEAR, AS WELL AS INTERESTED PARTY TRANSACTIONS CURRENTLY BEFORE THE BOARD FOR ITS CONSIDERATION." A SEPARATE ANNUAL CONFLICT OF INTEREST STATEMENT IS REQUIRED BY THE AAA OF ITS OFFICERS AND KEY EMPLOYEES. IN BOTH INSTANCES, THE CORPORATE SECRETARY, ALSO THE AAA'S GENERAL COUNSEL, MANAGES THE RECEIPT AND REVIEW OF CONFLICT OF INTEREST SUBMISSIONS. THE OFFICERS OF THE AAA ARE RESPONSIBLE FOR THE DETERMINATION OF RESTRICTIONS BASED UPON THE NATURE OF ANY CONFLICT, AND THIS MAY BE CONDUCTED ON A CASE BY CASE BASIS. THE AAA HAS RELIED UPON THE RESPONSES OF OFFICERS, TRUSTEES AND KEY EMPLOYEES TO ANNUAL QUESTIONNAIRES DESIGNED TO ELICIT THE DISCLOSURE OF THESE RELATIONSHIPS, AND REVIEW OF THESE FORMS IS NOTED AS REASONABLE EFFORT PER THE INSTRUCTIONS FOR THIS FORM. |
| FORM 990, PART VI, SECTION B, LINE 15A |
THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS REVIEWS THE PRESIDENT AND CHIEF EXECUTIVE OFFICER'S COMPENSATION, WHICH IS SUBSEQUENTLY APPROVED BY THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS. THE COMPENSATION COMMITTEE, WHOSE OVERSIGHT IS DESIGNED TO INCLUDE PERSONS INDEPENDENT OF THE AAA, REVIEWS COMPENSATION DATA PROVIDED BY AN INDEPENDENT CONSULTANT, AND MINUTES TO THE COMMITTEE MEETINGS ARE CONTEMPORANEOUSLY RECORDED AND MAINTAINED AT THE AAA. 15B: THE PRESIDENT AND CHIEF EXECUTIVE OFFICER REVIEWS OFFICER AND KEY EMPLOYEE COMPENSATION (EXCLUDING HIS/HER OWN), AND IS THE FINAL APPROVAL AUTHORITY. THE REVIEW INCLUDES A REVIEW OF MEASURED PERFORMANCE, AS WELL AS COMPARABLE COMPENSATION RANGES PROVIDED BY AN INDEPENDENT CONSULTANT FOR POSITIONS WITH SIMILAR RESPONSIBILITIES. |
| FORM 990, PART VI, SECTION C, LINE 19 |
THE AMERICAN ARBITRATION ASSOCIATION ("AAA") MAKES AVAILABLE ITS FORM 990 FOR PUBLIC INSPECTION UPON REQUEST, AND IT IS AVAILABLE ON THE WWW.GUIDESTAR.ORG WEBSITE AS WELL. THE AAA DOES NOT PROVIDE FORM 1023 PER GUIDANCE ON THE IRS WEBSITE AS THE AAA DID NOT FILE THIS FORM AFTER JULY 15, 1987, NOR DID IT HAVE A COPY ON THAT DATE. TO DATE, GOVERNING DOCUMENTS AND POLICIES CONCERNING CONFLICT OF INTEREST HAVE NOT BEEN MADE AVAILABLE TO THE PUBLIC. |
| FORM 990, PART VII, SECTION B, LINE 1: |
THE AMERICAN ARBITRATION ASSOCIATION ("AAA", "THE ASSOCIATION") MAINTAINS A ROSTER OF OVER 7,600 IMPARTIAL NEUTRALS TO HEAR AND RESOLVE CASES. TO MAINTAIN NEUTRALITY AND INTEGRITY OF THE ALTERNATIVE DISPUTE RESOLUTION PROCESS, THE ASSOCIATION FACILITATES PAYMENT TO NEUTRALS ON MOST CASES ON BEHALF OF THE PARTIES TO AAA ADMINISTERED CASES BY ACTING AS A CONDUIT FOR SUCH PAYMENTS. IN OTHER WORDS, THE ASSOCIATION DELIVERS PARTY PAYMENTS TO NEUTRALS, AND ISSUES A 1099-MISCELLANEOUS FORM TO EACH NEUTRAL AT YEAR END CONSOLIDATING ALL PARTY PAYMENTS MADE THROUGH THE AAA IN THAT PERIOD. ANY RELATED EXPENSES INCURRED BY NEUTRALS ARE THE RESPONSIBILITY OF THE PARTIES, NOT THE ASSOCIATION. NEUTRALS ARE NOT CONSIDERED TO BE INDEPENDENT CONTRACTORS AS DEFINED BY THE IRS FOR THE PURPOSES OF THE FORM 990, AS THEY PROVIDE NO GOOD OR SERVICE DIRECTLY TO THE ASSOCIATION. THE 4,811 FORM 1099-MISCELLANEOUS SUBMISSIONS NOTED ON PART V, QUESTION 1A INCLUDE SUBMISSIONS FOR PAYMENTS MADE BY PARTIES TO IMPARTIAL NEUTRALS THROUGH THE AAA. THE AAA RECORDS THESE FUNDS IN A CUSTODIAL CAPACITY AS A LIABILITY ON THE AAA'S BALANCE SHEET. THESE FUNDS ARE NOT RECORDED OR RECOGNIZED AS INCOME OR EXPENSE. THE AAA ENSURES THAT THE IRS RECEIVES A 1099-MISCELLANEOUS FOR THE NEUTRALS' CONSOLIDATED ANNUAL ACTIVITY. SOME NEUTRALS ARE MEMBERS OF THE ASSOCIATION'S BOARD OF DIRECTORS. HOWEVER, SUCH SERVICE IS PURELY VOLUNTARY AND NO MEMBER OF THE BOARD IS COMPENSATED FOR THEIR SERVICE AS A MEMBER OF THE BOARD, INCLUDING ANY MEMBER OF THE BOARD THAT IS ALSO A NEUTRAL. OF THE AAA'S TOTAL ROSTER OF IMPARTIAL NEUTRALS, THERE WERE 336 NEUTRALS WHO RECEIVED COMPENSATION THROUGH AAA AS A CONDUIT IN EXCESS OF $100,000 IN 2013. |
| FORM 990, PART VIII, LINE 2A - 2D |
SINCE 1926, THE AMERICAN ARBITRATION ASSOCIATION ("AAA") HAS FAITHFULLY AND CONSISTENTLY ADHERED TO THESE GUIDELINES, AND THE REVENUE-PRODUCING ACTIVITIES LISTED IN PART VIII ARE ALL EXECUTED IN SUPPORT OF THE FOLLOWING: 2A - RELATES TO THE PURPOSE OF "ADMINISTERING PROCEDURES FOR THE RESOLUTION OF DISPUTES." THIS IS DONE BY FACILITATING PARTIES' USE OF VARIOUS SYSTEMS OF ARBITRATION, MEDIATION AND DEMOCRATIC ELECTIONS. 2B - RELATES TO THE PURPOSE OF EDUCATING THE GENERAL PUBLIC AND INTERESTED PARTIES BY WAY OF EDUCATIONAL SEMINARS RUN BY THE AAA IN VARIOUS COMMUNITIES IN FULL RANGE OF SUCH DISPUTE RESOLUTION PROCEDURES AS DESCRIBED IN OUR BYLAWS. 2C - RELATES TO THE PURPOSE OF TRAINING AND EDUCATING THE BAHRAIN CHAMBER FOR DISPUTE RESOLUTION IN A FULL RANGE OF SUCH DISPUTE RESOLUTION PROCEDURES AS DESCRIBED IN OUR BYLAWS. 2D - RELATES TO THE SALE OF EDUCATIONAL PUBLICATIONS ON THE SUBJECT OF CONFLICT MANAGEMENT AND VOLUNTARY DISPUTE RESOLUTION TO THE GENERAL PUBLIC AND INTERESTED PARTIES. THESE INCLUDE BOOKS, PAMPHLETS AND OTHER EDUCATIONAL MATERIALS, AS WELL AS DIGITALLY FORMATTED PUBLICATIONS PRODUCTS AND ARBITRATION AWARDS THAT ARE PUBLICLY AVAILABLE ONLINE |
| FORM 990, PART XI, LINE 9: |
MINIMUM PENSION LIABILITY ADJUSTMENT 5,146,438. ACCRUED POSTRETIREMENT MEDICAL OBLIGATION ADJUSTMENT 815,845. BONUSES ACCRUED VIA GAAP BUT NOT PAID -170,000. |
| FORM 990, PART XII, LINE 2C: |
NO CHANGE FROM PRIOR PERIOD PROCESS. |
Attach to Form 990 or 990-EZ.