Afia Foundation Inc.

“William f. Ryan community health center, inc., a related tax-exempt organization, provides general oversight and financial management services to the foundation. During the 2020 tax year, the foundation paid william f. Ryan community health center, inc. $120,000 for these services. Brian mcindoe and scott morgan were paid by william f. Ryan community health center, inc.. Their 2020 compensation is reported in part vii, section a and is also reported on schedule j, part ii.”

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

“William f. Ryan community health center, inc. And ryan/chelsea-clinton community health center, inc., acting through their individual board of directors, are the corporate members of the foundation. 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 a 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 a 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.”

“The foundation did not have any committees with the authority to act on behalf of the governing body.”

“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 of the board 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 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 will report such failure to the board of directors, who 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.”

“The foundation'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, and by-laws are available upon request.”

“Brian mcindoe and scott morgan receive compensation in their respective roles as president/ceo and chief financial officer of william f. Ryan community health center, inc., a related party. Their compensation is reported in part vii, section a, and schedule j, part ii as required. These individuals do not receive compensation from the filing organization nor the related organization in their roles with the filing organization.”

“The foundation'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. This process has not changed from the prior year.”