American Lung Association

“Executive committee: the executive committee shall act in place of and with the full authority of the board of directors when the board of directors is not in session, subject to the board's power to amend or change those actions which have not been implemented prior to the board meeting or meetings following the executive meeting at which such action was taken. The board of directors has the power to authorize and delegate to the executive committee to the extent permitted by the association's bylaws and applicable law. The executive committee shall not have the authority to appoint officers except on an interim basis to fill a vacancy, enter into or amend contracts with officers, amend the policies manual, or borrow money in excess of the amounts expressly authorized by the board. The executive committee shall have no authority to amend the articles of incorporation, adopt a plan of merger or consolidation, authorize the sale or other disposition of all or substantailly all of the property and assets of the association, authorize the voluntary dissolution of the association or revocation of such dissolution, or amend the bylaws of the association. The executive committee may establish a leadership subcommittee consisting of the chair, vice-chair, and past-chair, which shall serve as the executive committee's liaison to the president and ceo.”

“The governance committee, taking into account geography, expertise, race, ethnicity, gender, age and other diversity factors, shall present annually to the board of directors its recommended nominees for members of the board of directors, members of the governance committee and officers (other than the president and chief executive officer) of the association (including a recommendation where appropriate, for the designation of the vice-chair as chair-elect). Other nominations may not be made at the meeting of the board of directors from the floor.”

“American lung association has established the following review process to ensure that the information reported is complete and accurate. Form 990 is prepared by an outside accounting firm and reviewed by the cfo. Prior to electronic submission, it is reviewed by the organization's delegated responsible body, the audit and risk oversight committee, for approval. After approval by the aroc committee, the members of the governing body review the form prior to submission. All comments are documented, addressed and finalized before submission.”

“Ala currently has in place a conflict of interest policy which it monitors and enforces annually and has a standing governance committee that oversees its execution. The organization currently mandates that all members of the governing body, committee members and all staff annually sign a conflict of interest policy and disclose any potential or actual conflicts that may exist. The signed conflict of interest policy statements are submitted to the governance committee. These statements are reviewed for potential or actual conflicts.”

“The american lung association has established a compensation policy for its leadership committee to follow in establishing the compensation for its ceo, top management official, other officers or key employees. The policy mandates that executive compensation be periodically reviewed by the committee and that the committee should be free of conflicts of interest. In addition, the approving committee needs to review appropriate and adequate data to determine the reasonableness of the compensation being consdered. The committee may use a variety of information and studies that are available to determine that the appropriate level of compensation is being paid to its executives. The committee's decision on the amount of compensation paid is documented in a contemporaneously written format and documents the date of the decision, the members present during the meeting and those who voted on it, the details of the transaction that was approved and the comparability data used and relied upon to make the decision. Ala did a compensation review for the ceo when he was hired in january 2013. The most recent compensation review process for all other officers and key employees was done in december 2010.”

“The three most recent years of form 990 and annual reports are available on american lung association's website, www.lung.org. Governing documents and conflict of interest policy are available to the public upon request. Our website also provides the names of our board of directors and our ethics policy.”

“Effective july 1, 2017, eight chartered organizations merged with the association to create a single nationwide organization. Total assets acquired from the eight charters were approximately $153,975,814 and net assets acquired were approximately $122,961,436.”

“Other: program service expenses 8,752,231. Management and general expenses 281,568. Fundraising expenses 0. Total expenses 9,033,799. Program consulting: program service expenses 13,215,505. Management and general expenses 278. Fundraising expenses 3,290. Total expenses 13,219,073.”

“Change in fair value of beneficial interest in trusts 893,883. Change in value of split-interest agreements 6,537. Benefit related changes -645,062. Change in value of equity method investments -81,484. Acquisition of dissolved and merged charters 122,961,436.”

“The process has not changed from the previous year.”