Wake Forest Innovation Quarter Management Co

“The filing organization's articles and bylaws were amended, effective september 28, 2022, to change its name from wake forest innovation quarter management company to innovation quarter. See the attached amended articles of incorporation filed with the north carolina secretary of state on september 28, 2022. Effective september 28, 2022, the filing organization also filed articles of restatement with the north carolina secretary of state to clarify that wake forest university health sciences, as sole member of innovation quarter, has the rights and privileges accorded to voting members by the north carolina nonprofit corporation act and as set forth in the filing organization's bylaws.”

“The sole member of the filing organization is wake forest university health sciences.”

“The members of the board of directors of the filing organization will be appointed by its sole member, wake forest university health sciences, or its executive committee, unless otherwise provided by such governing body or committee.”

“The members of the board of directors of the filing organization will be appointed by the governing body of wake forest university health sciences (wfuhs) or its executive committee, unless otherwise provided by such governing body or committee. The governing body (i.e., board of directors) of wfuhs may remove any director of the corporation at any time, with or without cause. An amendment to the filing organization's governing documents (articles of incorporation and bylaws) will be effective only upon its approval by the board of directors of wfuhs.”

“The filing organization's board of directors receives a copy of the form 990 with sufficient time to permit review, comment, and questions prior to its filing. If modifications are required following such review and comment, the revised form 990 is redistributed prior to its filing with the irs, along with a report noting the modifications.”

“The organization requires its officers and directors to annually review the conflict of interest policy and determine any potential conflicts of interest. Any potential conflicts noted in the questionnaire are reviewed by a standing committee for appropriate resolution. All members of the board of directors are required to determine and report annually, and as they arise, any potential conflicts of interest to the secretary of the board of directors. The resolution of potential and actual conflicts is subject to the approval of the chair of the board.”

“The organization pays no compensation to officers or trustees; as the organization has no employees, it does not pay any compensation to any key employees. Certain officers and directors of the filing organization are employed by a related organization, wake forest university health sciences (wfuhs) and by an unrelated but affiliated organization, wake forest university baptist medical center (wfubmc) and the determination of the compensation of such individuals is conducted via the process utilized by the wfubmc board, as follows: the diversity, inclusion, & compensation committee (the "committee") of the atrium health, inc. Board of directors has authority as the wfubmc board delegates to it, for the review and approval of senior executive compensation, including senior executive incentive plans. No member of the committee is an employee of wfubmc or of the filing organization. The committee relies upon an external, independent compensation consultant experienced in healthcare to provide the committee with compensation comparability data for new executive position appointments and for compensation reviews for existing executives. The consultant, which is retained directly by the committee, provides third-party information and evaluates the competitiveness and reasonableness of executive compensation and benefits programs in relation to market practices for similarly situated healthcare organizations. The committee makes its decisions with respect to executive compensation in accordance with wfubmc and filing organization policies, irs regulations, and standard corporate governance practices. Such policies include adherence to executive compensation philosophy and review processes; processes ensuring committee member and compensation consultant independence; use of valid market comparisons of data from healthcare organizations of similar size, structure, and complexity and establishment of the rebuttable presumption of reasonableness, per irs guidelines. Minutes of the deliberations of the committee are maintained in the atrium health, inc. Legal department. Three of the filing organization's officers and directors are compensated by a related organization, wake forest university ("wfu"), and their compensation is reviewed and approved in accordance with wfu's similar procedures.”

“The organization's articles of incorporation are available to the public on request and are available on the website of the north carolina secretary of state. The organization's bylaws are not published, but provisions from the bylaws are included as necessary in the organization's policies, and are attached to the form 1023 filed for the organization with the irs, which is publicly available. The conflict of interest policy and financial statements are available to the public on request.”

“J. Reid morgan filing org 0.5 related org 30.5 unrelated org 9.0 terry l. Hales, jr. Filing org 2.0 related org 38.0 anita m. Conrad filing org 1.0 related org 35.0 unrelated org 4.0 j. Mclain wallace, jr. Filing org 0.5 related org 9.2 unrelated org 30.3 susan r. Wente, phd filing org 1.0 related org 33.0 unrelated org 6.0 a medical center integration agreement ("mcia") was originally entered into in 2010 among four parties: wake forest university ("wfu"), wake forest university health sciences ("wfuhs"), wake forest university baptist medical center ("wfubmc"), and north carolina baptist hospital ("ncbh"). Pursuant to the terms of the original mcia, the operation of wfuhs and ncbh, and all of the respective subsidiaries of each, is delegated to wfubmc. Additionally, the corporate officers of wfubmc generally serve as the corporate officers of wfuhs and ncbh. The mcia was revised and restated in 2020 to delegate oversight and management authority over wfubmc to atrium health, inc. ("ahi"). Certain directors and/or corporate officers of wfuhs, ncbh, & wfubmc also serve as directors or corporate officers of ahi. Wfu and wfuhs are organizations related to the filing organization. Ncbh, wfubmc, and ahi are organizations unrelated to the filing organization. Thus, certain directors and officers of the filing organization devote hours to related organizations (wfu & wfuhs) and unrelated organizations (wfubmc, ncbh, and ahi) as shown in the breakdown of hours above.”

“Consultants: program service expenses 715,280. Management and general expenses 128,103. Fundraising expenses 0. Total expenses 843,383.”