Healthcare Educational and Research Fund Inc

“Description of membership: the organization has one class of members, which consists of the board of trustees of the healthcare association of new york state, inc. (hanys). Members have the right to vote on affairs of the organization that are subject to membership vote, which include the creation of one or more additional classes of membership, election of members and creation of voting rights and rules for such additional classes, termination, suspension, or reinstatement of a member's membership, and election of the board of directors and removal of any director.”

“Members powers with respect to the governing body: please see explanation for line 6 above.”

“Governance decisions reserved to general membership: please see explanation for line 6 above.”

“Form 990 review procedure: the organization's form 990 is prepared by an independent certified public accounting firm. The completed form 990 is reviewed in three stages prior to its filing. The first review is conducted by the corporate finance staff of hanys. The second review is performed by the chief financial officer of hanys. The final review is performed by the audit committee of the board of trustees of hanys. The board of trustees of hanys formally delegated responsibility for review of form 990 to the audit committee. Each member of the audit committee receives a copy of the complete final form 990 to review prior to its filing.”

“Conflict of interest policy procedures: the organization has written conflict of interest policies covering all employees and members of the board of trustees. The policies require employees and board members to disclose actual and potential conflicts and refrain from participating in matters related to the conflict. On an annual basis, all employees and board members are required to complete a written conflict of interest disclosure statement. The disclosure statements are reviewed by executive management and the audit committee. The policies contain escalation procedures that involve independent legal counsel, board leadership, and the audit committee for reviewing potential conflicts.”

“Compensation procedures: compensation for the officers of the organization is established by hanys, a related organization, using the following process: a compensation committee made up of independent members of the board of trustees of hanys oversees and determines compensation for the president (officer), chief financial officer (officer) and chief operating officer (officer). The compensation committee uses an independent compensation consulting firm to assist it in developing and maintaining the compensation philosophy and to determine the appropriate benchmarks for total compensation for each position. On an annual basis, the compensation consultant obtains comparative compensation data for each position based on the compensation philosophy and established benchmarks. The president conducts an annual performance review for the chief financial officer and the chief operating officer and provides a recommendation for compensation to the compensation committee utilizing the comparative compensation data provided by the compensation consultant. The compensation committee reviews the president's recommendations and the compensation data and has final approval over compensation. The compensation committee conducts an annual performance review for the president and determines the president's compensation utilizing the comparative compensation data provided by the compensation consultant. Decisions affecting compensation and the basis for those decisions are documented by the compensation committee at the conclusion of its meeting.”

“Availability to public of governing documents, conflict of interest policy, and financial statements: the organization does not make these available to the public except to the extent information from these documents is included in form 990.”

“Other professional fees: program service expenses 225,871. Management and general expenses 0. Fundraising expenses 0. Total expenses 225,871. Subrecipient grant expense: program service expenses 1,237,634. Management and general expenses 0. Fundraising expenses 0. Total expenses 1,237,634.”

“The organization's financial statements are consolidated with the financial statements of hanys. Hanys' consolidated financial statements are audited by an independent cpa firm and reviewed by the audit committee of hanys' board of trustees. The oversight process has not changed from the prior year.”