Ddw LLC

“Ddw has an executive committee, which is composed of the president of each member society (or, if the president of a member society is not a representative on the ddw council, a representative on the ddw council designated by the president of that member society) and the chair (as a non-voting member). The secretary/treasurer shall not be a member of the executive committee, but may be invited at the discretion of the chair to participate in executive committee deliberations from time to time. The executive committee may exercise all of the powers and authority of the ddw council in the management and the business of the company between meetings of the ddw council. By a majority vote of the representatives of the ddw council, the ddw council may at any time revoke or modify any or all of the executive committee authority so delegated. The executive committee keeps regular minutes of its proceedings, causes them to be filed with the corporate records, and reports to the ddw council from time to time as the ddw council may require.”

“American gastroenterolgical association inc., one of the four members of ddw, manages the conference and is compensated through a management fee. See form 990, part vii, section b.”

“Ddw, llc was created by four non-profit medical societies exempt under irc section 501(c)(3): the american association for the study of liver diseases, the american gastroenterological association institute, the american society for gastrointestinal endoscopy, and the society for surgery of the alimentary tract. These four societies are the sole members of ddw, and all have equal voting rights.”

“Management of ddw is vested in the ddw council, which consists of 12 voting representatives plus two non-voting representatives (the chair and the secretary-treasurer). The four member societies of ddw each elect three members to the ddw council. Each council representative will serve for no less than 2 years, and can be removed at any time, with or without cause. Any vacancies on the council are filled by the member society that appointed the removed representative.”

“The form 990 is prepared by a third party based on information from ddw management. Ddw management reviews the form 990 and addresses questions prior to filing. All member societies receive a copy of the filing.”

“Ddw is in the process of finalizing a conflict of interest (coi) policy that covers the ddw council, member societies, officers, and committee members. Each person receiving a copy of ddw's coi policy shall annually sign a statement that such person: (a) received a copy of this conflict of interest policy, (b) has read and understood the policy, (c) agrees to comply with the policy, (d) understands that the policy applies to all committees, and (e) understands that ddw is a charitable organization and that to maintain the tax exempt status of those organizations, ddw must continuously engage primarily in activities that accomplish one or more of its tax-exempt purposes. The ddw council determines whether any disclosed financial interest or board membership of the interested person may result in an actual or perceived conflict of interest by meeting, discussing and voting on the matter. The interested person is not present during that portion of the meeting during which the matter is discussed and voted upon, nor is the interested person be permitted to vote on the matter. The action of the ddw council concluding that a financial interest or board membership creates an actual or perceived conflict of interest shall be conclusive. Where a conflict of interest is determined to exist, the following procedures will be followed regarding an interested person and the transaction resulting in such conflict of interest: (a) the interested person will (unless prevented from disclosure by a duty under law or professional canon, or a duty of confidentiality to another person) disclose facts known to the interested person respecting the subject matter of the transaction which are, or could reasonably be believed to be, material to a judgment as to whether to proceed with the transaction, but will neither be present at the discussion of nor vote on the transaction associated with the conflict of interest. (b) ddw will not proceed with the subject transaction unless ddw determines, by a majority vote of the non-interested ddw council members present, that the transaction or arrangement: (1) appears to be in ddw's best interests and for its own benefit, and (2) is fair and reasonable to ddw, based upon appropriate data as to comparability. (c) ddw may appoint, if appropriate, a non-interested person or committee to investigate alternatives to the proposed transaction or arrangement. (d) in order to protect ddw's best interest, ddw will take appropriate disciplinary action with respect to an interested party who violates this conflict of interest policy.”

“The documents are available upon request.”

“Temp personnel: program service expenses 103,222. Management and general expenses 0. Fundraising expenses 0. Total expenses 103,222. Admin services: program service expenses 23,878. Management and general expenses 0. Fundraising expenses 0. Total expenses 23,878. Consulting fees: program service expenses 40,000. Management and general expenses 0. Fundraising expenses 0. Total expenses 40,000. Public relations services: program service expenses 144,300. Management and general expenses 0. Fundraising expenses 0. Total expenses 144,300. Other professional fees: program service expenses 448,357. Management and general expenses 0. Fundraising expenses 0. Total expenses 448,357.”

“Distributions to member societies-to be used for charitable purposes -6,037,079.”