Medecins Sans Frontieres USA Inc.

“In accordance with the provisions of section 601(a) of the not-for-profit corporation law of the state of new york, the organization shall have two classes of membership: class a and class b. Class a membership shall be available to (i) any person who is granted class a membership (either voting or non-voting status) by a vote of the board of directors or a committee thereof, pursuant to written guidelines and a schedule of dues adopted from time to time by the board of directors, and (ii) to all elected and appointed members of the board of directors of the corporation then in office, regardless of their status as class a or class b directors. Class b membership shall be available to all elected and appointed members of the board of directors of the corporation then in office, regardless of their status as class a or class b directors.”

“All members of the corporation shall have full voting rights, subject to the following limitation that any salaried staff member normally employed to work in a headquarters office of the corporation, except the president, shall have his or her voting rights temporarily suspended during the duration of the employment relationship; however, when the employee is no longer employed by the corporation in a headquarters office, voting rights shall be automatically reinstated so long as he or she otherwise satisfies the criteria to be a voting class a member.”

“Under new york law, the class a and class b members of msf-usa must approve certain decisions of the board of directors. These decisions include certain amendments to msf-usa's certificate of incorporation, disposition of all or substantially all of msf-usa's assets, merger or consolidation of msf-usa, and dissolution of msf-usa. All class a and class b members are entitled to vote to approve any such action, except that class b members, acting alone, may approve any amendment by the board of directors to msf-usa's certificate of incorporation that does not amend or change the purposes.”

“The first draft of the form 990 is reviewed with the administrative committee of the board. After corrections are made, the final draft is reviewed by the full board before the 990 is submitted to the irs.”

“Upon joining msf-usa,all board members and staff are required to complete and sign a conflict of interest statement after reviewing the conflict of interest policy. In addition, annually all employees and board members are required to again review the conflict of interest policy and complete a conflict of interest statement and disclose any matters required to be disclosed by the policy. During the annual audit of the financial statements the independent certified public accountants review the conflict of interest statements.”

“The organization maintains a salary schedule covering all employees including the executive director and key employees. The salary schedule contains seven grades of salary level with six salary steps within each grade. The policy of the organization as approved by the board of directors is to ensure that the salary of the executive director and other management positions are within the lower quartile of salaries for similar positions in similar organizations. Comparability salary data is obtained on a regular basis and presented to the administrative committee of the board. For the executive director, the president and vice president of the board review the performance of the executive director and make a recommendation to the administrative committee of the board regarding at what step in the highest grade level of the salary chart should the executive director fall. The administrative committee votes on the grade/salary step for the executive director and the decision is documented in the minutes of the meeting of the administrative committee and the salary is documented by the director of human resources and provided to payroll. The executive director determines the salary of other management team positions based on a performance evaluation and recommendation of the director of human resources, within the appropriate grade and step of the salary chart. The compensation of the president of the board is based on the highest grade level (executive director's grade) and time committment as approved by the full board and documented in the minutes of the board meeting.”

“On the official website of the organization the most recent form 990 and annual report of the organization are posted and available for on-line review or download. The annual report provides our audited statement of activities and financial position (balance sheet). It is the organization's policy to address any request for our governing documents, audited financial statements, other financial statements or conflict of interest policy by providing either an electronic or print version of the document to the requestor as soon as possible.”

“Msf-usa has a signed agreement with the affiliate msf organizations to be responsible for making payments to us persons for field work done through an affiliate organization in a foreign country. The foreign affiliate is the employer of the individual and remits funds to msf-usa to cover the amounts paid by msf-usa on behalf of the affiliate organization. The decision to pay field workers this way throughout the msf network was made in order to ensure proper payroll taxes and reporting. Four of msf-usa's board members did foreign field work through a foreign affiliate during the 2014 tax year. Dr. Dean marchbein was paid $6,315 by msf-belgium for one mission as an anesthesiologist for 39 days in afghanistan. Dr. Michael newman was paid $3,023 by msf-france for his 7-day mission as a surgeon in south sudan. The salaries for these assignments were based on the international salary policy used for determining salaries for all international, including us-based, staff working on overseas projects. In this regard, msf-usa was acting primarily as a payroll agent since it was simply transmitting money from affiliated organizations to these individuals for work done for the affiliated organizations. Based on the definition of a related organization provided in schedule r, affiliate organizations are not related organizations. Since the payments to these board members were made by unrelated organizations for services provided to those unrelated organizations, those amounts should not impair independence. Additionally, since the payments are not from the organization or related organizations, the amounts do not need to appear on part vii.”

“In 2014, msf medical teams carried out more than eight million outpatient consultations and more than five hundred thousand admitted inpatients; assisted more than 194,000 women as they delivered babies; treated more than two million people for malaria; admitted more than 217,000 severely malnourished children to feeding programs; provided treatment for nearly 230,000 people living with hiv/aids; vaccinated nearly 2.5 million people against measels; and conducted more than 81,000 major surgical procedures, and provided more than 185,000 individual mental health consultations. Msf medical teams admitted more than 7,400 patients in ebola management centers in west africa, from which 4,700 were confirmed cases and 2,300 recovered and were discharged. Msf is a neutral and impartial humanitarian organization that aims first and foremost to provide high-quality medical care to the people who need it the most. It does not promote the agenda of any country, political party, or religious faith, and, as such, endeavors to communicate its history, background, capabilities, and intentions to all parties in a given situation so that it may gain the necessary access to populations in need.”

“Actuarial gain on annuity obligations 177,142. Donated services not yet expensed 50,120.”

“The organization has a committee that assumes responsibility for the oversight of the audit of its financial statements and selection of an indedpendent accountant. There has been no change from the prior year.”

“In the event that the final event deviates from the contract agreement or from msf usa's audited financials or that the programmatic activities or descriptions deviate from those agreed upon by msf usa, msf usa may consider the deviation an overpayment of funds and will adjust the oc's grant in the subsequent year, or require a refund. Thematic funding process (using hiv/aids as an example): at the beginning of the year, the operational director or other oc staff member joins a pc meeting by phone and presents the oc's approach to hiv/aids for the upcoming year. The oc submits a list of the hiv/aids projects they would like funded for the year and the allocations. The pc and bod reviews these and votes on the list. The oc also submits its annual plan to msf usa for their reference. The oc will be asked to give a mid year update on hiv/aids operations. Throughout the year the oc and msf usa maintain an ongoing dialogue about the oc's funding needs as budgets increase and decrease and based on restricted funds that msf usa receives for hiv/aids. The list of projects may change throughout the year according to these considerations. These changes must be mutually agreed upon by the oc and msf usa's program and finance departments, pursuant to authority delegated to those departments by the pc. At or after the end of the fiscal year (within 90 days), the oc submits a final list of projects and allocations, for pc and bod approval. The pc and bod can request modifications to this list, before giving their approval. The oc must submit all external audits conducted on field projects or country missions funded by msf usa, and any internal audits/evaluations which disclose adverse financial or programmatic findings. After the end of the fiscal year, the oc must submit final narratives and budgets for each of the thematic projects funded by msf usa. The grants officer reviews the final reports and ensures that the narrative content and final financials conform to that previously approved by the pc/bod. The pc is informed of the receipt and review of the reports. In the event that the final reports deviate from the contract agreement or from msf usa's audited financials or that the programmatic activities or descriptions deviate from those agreed upon by msf usa, msf usa may consider the deviation an overpayment of funds and will adjust the oc's grants in the subsequent year or require a refund. Emergency funding process: at the beginning of the year, the operational director or other oc staff member joins the msf usa pc and/or board meeting by phone and presents its approach to emergencies for the upcoming year (general operational definition of or approach to emergencies, budget, emergency human resources). The pc and bod, taking into consideration the presentation of the oc's approach to emergencies, vote whether to endorse using msf usa funds for the oc's emergency operations in the upcoming year. If the pc and bod vote to endorse the use of msf usa's funds for the oc's emergency operations, then, as emergencies occur and operations are initiated, the oc requests approximate amounts for specific emergency operations from msf usa. The pc delegates to the msf usa executive director the authority to respond to these requests on the pc's behalf, to ensure that funds are distributed in a timely manner. Once a request for funding is approved by the executive director, the funds can be paid to the oc immediately if requested. Funds can be requested throughout the year, as emergencies occur, though ideally 40% of the envelope will be allocated and paid out by june. The pc/bod is informed of the requests at their next meeting and vote to ratify the grant. If the pc/bod reject a request that the executive director has previously approved, the funds already distributed are considered an advance and must be allocated to other, approved emergency operations within the fiscal year or be refunded to msf usa. Throughout the year the oc and msf usa ma”