Afia Foundation Inc.

“William f. Ryan community health center, inc. Provides general oversight and financial management services to the organization. Brian mcindoe and scott morgan were paid by william f. Ryan community health center, inc. Their 2019 compensation is reported in part vii, section a and both of their compensation is also reported on schedule j, part ii. William f. Ryan community health center, inc. Was paid $120,000 in 2019 for these services.”

“The afia foundation is a membership organization. The william f. Ryan community health center, inc., and the ryan/chelsea-clinton community health center, inc., acting through their individual boards of directors shall be the corporate members ("members") of the foundation.”

“William f ryan community health center, inc. And the ryan/chelsea-clinton community health center, inc. Acting through their individual board of directors shall be the corporate members of afia foundation, inc. At each annual meeting of members, directors shall be elected to hold office until the next annual meeting and until their successors have been elected and qualified.”

“Any or all of the directors may be removed for cause by vote of the members, or by vote of the directors provided there is a quorum of not less than a majority of the entire board of directors present at the meeting of directors at which such action is taken. Any or all of the directors may be removed without cause by vote of the members. The following items must be approved first by majority vote of the board of directors at a meeting at which a quorum is present and then submitted to the members for approval. -approval of a merger or consolidation -approval of dissolution of the corporation; and -approval of the sale of all or substantially all of the corporation's assets; provided that, the sale, lease mortgage, exchange or other disposition of real property that constitutes all or substantially all of the assets of the corporation requires a vote by two-thirds (2/3) vote of the entire board of directors before submission to the members.”

“Form 990 was reviewed by the chief financial officer, and chief of strategic development of william f. Ryan community health center inc. The chair then presents the form 990 for full board review at the board of directors meeting, before it is filed with the irs.”

“Each board member, officer or key employee shall complete a conflict of interest questionnaire prior to becoming a board member, officer or key employee and annually thereafter. The questionnaire shall be in the form approved by the board of directors. Each board member, officer or key employee shall promptly advise the [secretary/compliance officer] of any changes to the information provided in that individual's last completed conflict of interest questionnaire. If during the course of a board meeting, discussion, or deliberation any actual or potential conflict of interest becomes apparent to a board member, the board member must disclose such actual or potential conflict to the board of directors. If another board member becomes aware of any actual or potential conflict of interest, he or she shall disclose such conflict if the conflicted board member is absent. In both cases, such disclosure shall be made a matter of record. The [secretary/compliance officer] will ensure that all individuals required to complete an annual disclosure statement do so in accordance with this policy. If any individual fails to comply with the policy's disclosure requirements, the [secretary/compliance officer] will report such failure to the board of directors, which shall recommend appropriate corrective action. All disclosures of interests in completed questionnaires or subsequent advice shall be compiled and reported by management to the board of directors. A list of related parties identified through the annual disclosure process shall be assembled and provided to employees of the foundation or other individuals who have authority to sign contracts, enter into transactions and sign checks on behalf of the foundation. Such individuals shall be responsible for reviewing the list of related parties before entering into a transaction to confirm whether it is a related party transaction. Upon receipt of a related party transaction review request, the [secretary/compliance officer] shall convene a meeting of the board of directors to review the related party transaction before it is entered into by the foundation. The board of directors shall review the related party transaction to confirm that it is fair, reasonable and in the foundation's best interests to enter into the transaction. The board of directors shall utilize the following process to approve transactions subject to this policy: (a) the board of directors must approve in advance the related party transaction. Any member of the board of directors who has a conflict of interest as defined in this policy may not participate in the vote, nor may he or she be present during voting or deliberations. (b) the board of directors must make its decision in reliance on appropriate data as to comparable arrangements to the extent they are available. (c) the board of directors must adequately document its decision and deliberations in the corporate records. All employees should deal with vendors without any appearance of favor or preference based on personal considerations. Employees must, at all times, exercise their best skill, care and judgment for the benefit of the foundation and must refrain from being influenced by personal considerations of any kind in the performance of their duties. Whenever a conflict of interest - or even a possible conflict of interest - exists, it must be fully disclosed and the employee involved may then be required to refrain from participating in the consideration or determination of any transaction with the vendor. Specifically, an employee of the foundation with a potential conflict of interest in a particular matter shall promptly and fully disclose the potential conflict to his supervisor who shall then disclose the matter to the [president/compliance officer]. The [president/compliance officer] shall be responsible for determining the proper way for the foundation to handle decisions which involve employee conflicts of interest. In making such determinations,”

“The organization's form 990 and form 1023 are available for public inspection as required under section 6104 of the internal revenue code. The return is posted on guidestar.org and other similar website. In addition, the financial statements, articles of incorporation, form 990, form 1023, and by-laws are also available upon request.”

“Brian mcindoe receives compensation in his role as president/ceo of william f. Ryan community health center, a related party. This compensation is reported in part vii, section a, and schedule j, part ii as required. This individual does not receive compensation from the filing organization nor the related organization in his role as a board member.”

“The organization's board of directors shall be responsible for overseeing the accounting and financial reporting processes of the corporation and the audit of the corporation's financial statements.”