Joint Restoration Foundation Inc

“Joint restoration foundation has two corporate members: allosource, an illinois 501(c)(3) not-for-profit corporation, and community blood center, d/b/a solvita, an ohio 501(c)(3) not-for-profit corporation. Each member has the exclusive power to elect and to remove, with or without cause, two voting directors.”

“Each corporate member has the exclusive power to elect and to remove, with or without cause, two voting directors.”

“Corporate members, by unamimous consent of those entitled to vote may initiate any action normally reserved to the board of directors, whether or not any such action has been proposed by the board of directors.”

“Joint restoration foundation does not have any committees with authority to act on behalf of the governing body.”

“The form 990 is provided to and reviewed by key officers of joint restoration foundation (the organization). Subsequent to this review, both the vice president of finance & operational strategy and the executive director of the organization, are engaged to review and comment on both description and numeric content. A subcommittee of the board of directors then reviews the form 990 in detail with the external tax preparers and makes recommendations to the board of directors on content. External counsel reviews the form 990 if substantial changes to content or activities are made. The form 990 is then filed with the internal revenue service.”

“All interested persons of joint restoration foundation (the organization) are asked annually to complete and execute a disclosure statement. Any conflict of interest situation must be disclosed to the board of directors immediately if the conflict involves an interested person. An interested person is defined as an officer, director, key employee, or member of a committee of the organization. If any interested person is aware that the organization is considering or about to enter into any business transaction in which such interested person or related person has a financial interest, including without limitation as an officer, director, shareholder, partner, investor, beneficiary or trustee, such interested person must immediately and fully disclose the potential conflict of interest to the organization's board of directors. The board of directors ultimately will determine whether any conflict of interest or potential conflict of interest exists, is material or requires other action by the board of directors or the interested person. A conflict of interest may exist when the interests or concerns of any interested person or related person, or any party, group, entity, or organization in which the interested person or related person is involved in, in any capacity, compete or conflict with the interests of the organization or potentially affect the independent judgment of the interested person because of a financial interest or otherwise. It is immaterial whether the organization is or may be adversely affected by the conflict. In connection with any actual or potential conflict of interest, an interested person immediately must disclose in writing or at a noticed meeting of the board of directors the existence and nature of the conflict and of his or her financial interest to the board of directors. In all events, such written disclosure must be made in sufficient time to permit the board, while considering the organization 's pertinent business activity, to consider the disclosure, make necessary or appropriate inquiry, and take suitable action in respect to and in light of the disclosure. After disclosure of the actual or potential conflict of interest in full detail, the interested person shall leave the board meeting while the question of the existence and materiality of the disclosed conflict of interest is discussed and voted upon by the remaining board members present at the meeting. No such departure by a disclosing interested person shall defeat the existence of a quorum to conduct the business under consideration. The remaining board members shall decide by majority vote, unless otherwise prescribed by the bylaws, whether a conflict of interest exists and, if a conflict does exist, whether it is material and therefore impermissible conduct for the disclosing interested person. The chairperson of the board of directors shall, in his or her discretion, appoint a disinterested person or committee to investigate the impact of the disclosed conflict in the context of the proposed transaction, arrangement, business relationship, or contract. After exercising due diligence in such investigation, the board shall determine whether the organization may achieve a more advantageous transaction, arrangement, business relationship, or contract with reasonable effort, from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction, arrangement business relationship, or contract may not reasonably be achieved under circumstances which would avoid the conflict of interest, the board shall determine by a majority vote of the disinterested directors whether the transaction, arrangement, business relationship, or contract is in the organization's best interest and whether the result is fair and reasonable to the organization notwithstanding the conflict of interest. The board also shall evaluate the possible appearance of impropriety and potential for adverse impact on donation in its delib”

“Joint restoration foundation's (the organization) executive director compensation package was reviewed and approved by the board of directors. A reasonableness opinion on the proposed executive director compensation package is provided to the board of directors by an independent consultant that is based on market comparability data and scope of the executive director's role in the organization. The compensation package is then documented in a letter that is sent to the executive director and filed with the organization's records. This process was last completed in 2024 for the tax years 2025 & 2026.”

“Joint restoration foundation (the organization) makes its governing documents available to the public upon request in the same time and manner as other disclosures required under internal revenue code section 6104. The organization's conflict of interest policy and audited financial statements are not made available to the public upon request.”

“Joint restoration foundation has a committee separate from its governing body that assumes responsibility for oversight of the audit. The committee will convey its findings to the board of directors who will review the audit report and make recommendations to management on content.”