Medecins Sans Frontieres USA Inc

“The bylaws were amended by an affirmative vote of the board at a meeting in may 2024, at which a quorum was present, to retitle the role of the executive director to chief executive officer (ceo) and align the authorities of the ceo with the ceo role.”

“In accordance with the provisions of section 601(a) of the not-for-profit corporation law of the state of new york (the "npcl"), medecins sans frontieres u.s.a., inc. (the "corporation") will have two classes of membership: association members and director members. Association members: the association members will be all persons granted association membership pursuant to written guidelines from time to time by the board of directors, and for the avoidance of doubt, persons granted "provisional membership or similar status are not association members. Director members: all members of the board of directors of the corporation then in the office who are not otherwise already association members.”

“Members of the organization elect a majority of the board of directors.”

“While the board of directors makes a determination as to the distribution of assets at dissolution, ny law requires court approval of the distribution plan.”

“Form 990 was prepared by a nationally recognized accounting firm in conjunction with the organization's financial department. A final draft of the 990 was shared with the administrative committee and with all the members of the board of directors with an opportunity for them to comment or make inquiry before it was filed with the internal revenue service.”

“Upon joining the organization all board members and staff are required to complete and sign a conflict of interest statement after reviewing the conflict of interest policy. Additionally, staff and the board are required to immediately report any actual or apparent conflicts that may arise for appropriate management. Further, annually, key employees (and others as designated by management) and board members are required to complete a conflict of interest statement reporting any conflicts which is reported to the audit and risk committee of the board of directors.”

“Msf-usa applies a structured process, reviewed biannually, to determine the compensation of its ceo and other key officers. The board of directors oversees this process, with conflicted board members excused, it incorporates independently acquired market comparability data, including salary studies from a leading organizational consultant,as well as internal benchmarking analyses, sourced from similarly situated organizations in the nonprofit and humanitarian sectors. In 2024, msf-usa reinforced its commitment to compensation practices that are transparent, fiscally responsible, and aligned with our organizational values around equity and accountability. While the core review process remained consistent with the prior year, greater emphasis was placed on internal pay equity and precise documentation of rationale. At the may 2024 meeting, the board reviewed and approved the ceo and board president salaries (with conflicted board members excused from deliberation and vote). In 2024, the ceo, relying on the new salary structure as approved by the board, reviewed and approved salary adjustments for staff for implementation in 2025. This reflects our continued efforts to ensure that compensation decisions are not only compliant with irs standards for reasonableness but also responsive to evolving expectations regarding fairness, workforce sustainability, and trust.”

“The organization makes its governing documents, conflict of interest policy and financial statements available to the public upon request.”

“Actuarial loss on annuity and trust obligations -4,054,182. Loss on foreign exchange -21,641.”

“The organization's financial statements are included in audited international financial statements based on a combination. The international financial represents an aggregation of the financial statements of the 24 sections, 18 branch offices, numerous satellites and msf international.”