Wake Forest Innovation Quarter CDC

“On september 16, 2014, the board adopted a resolution approving annual examination of the corporation's books of account. The resolution recited the text of the bylaws' section 8 ("books and records, accounting") that "unless otherwise determined by the board, the same certified public accountant which audits the books of the sole member will perform an annual audit (or other sufficient review, as approved by the board) of the corporation's books of account". The resolution noted that the same certified public accountant that conducts the annual audit of wake forest university health sciences, the sole member of the organization, proposes to perform an annual examination of the organization's books of account, applying standard audit procedures, as a component of such annual audit of the sole member, but would not issue a standalone annual audit report for the organization, and continued that "the board deems the proposed annual examination of the organization's books of account by the same certified public accountant conducting the annual audit of the sole member of the organization as sufficient review of the organization's books of account, since a) the organization is wholly-controlled by its sole member and its financial results will be reflected in the consolidated audit of the sole member, and b) the sole member's internal audit personnel will also examine the books of account of the organization", before resolving that "the board hereby approves as sufficient, an annual examination of the organization's books of account by the same certified public accountant conducting the annual audit of the sole member of the organization, in lieu of a separate, annual audit of the organization's books of account, with the organization's financial results reflected in the consolidated, audited financial statements of the sole member."”

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

“The members of the board of directors of the organization are appointed by the governing body of wake forest university health sciences or by a member of the governing body or by an officer of wake forest university health sciences acting in his official capacity, in accordance with procedures prescribed by the board of directors of wake forest university health sciences.”

“Decisions of the organization's governing body which require approval by the parent organization, wake forest university health sciences, include amendments to the organization's governance documents (articles of incorporation and bylaws), and the election and removal of directors.”

“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 disclose conflicts of interest annually, and as they arise. Any items disclosed are reviewed and managed in accordance with the organization's policy on conflicts of interest.”

“The organization pays no compensation to officers or directors; as the organization has no employees, it does not pay any compensation to any key employees. All compensation paid to officers, directors and former officers or directors was paid by related organizations. The related organizations' executive committee or compensation committee of its board of directors or board of trustees, respectively, or the executive committee of the wake forest university baptist medical center board (through authority delegated to it by wake forest university health sciences - the parent organization of the filing organization) is responsible for reviewing and approving most officers' compensation. The committee utilizes independent compensation consultants, compensation surveys, and studies to determine the appropriateness of each such officer's compensation.”

“The organization's restated 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.”

“J. Reid morgan filing org 2.0 related org 38.0 nathan o. Hatch, phd filing org 2.0 related org 38.0 john d mcconnell md filing org 1.0 related org 18.0 unrelated org 21.0 eric tomlinson, dsc, phd filing org 20.0 related org 20.0 terry l hales jr filing org 2.0 related org 19.0 unrelated org 19.0 anita m. Conrad filing org 5.0 related org 35.0 william b applegate md filing org 0.0 related org 40.0 north carolina baptist hospital is an unrelated organization to the filing organization. Pursuant to the terms of the "medical center integration agreement" (an agreement entered into in 2010 among four parties: wake forest university, wake forest university health sciences - both related organizations of the filing organization - wake forest university baptist medical center (a related organization of both wake forest university and wake forest university health sciences) and north carolina baptist hospital (unrelated to the filing organization), under which agreement the operation of wfuhs and ncbh, and all of the respective subsidiaries of each, was delegated to wfubmc), the corporate officers of wfubmc generally serve also as the corporate officers of wfuhs and ncbh. Thus, certain officers of the filing organization also devote hours to the related organizations, as well as to the unrelated organization (ncbh), as shown in the breakdown of hours above.”