Blood Science Foundation

“On february 28, 2017, bsf amended their articles of incorporation and bylaws. As a result bsf became an independent entity with no controlling organization. Bsf becoming an independent organization is part of a change in affiliation between bsi and itxm and their affiliates.”

“The board of directors shall consist of no fewer than five (5) and no more than nineteen (19) individuals. Two (2) members of the board of directors (who also serve on the bsi board) will be nominated by bsi and appointed by the board of directors, to serve as ex officio directors with voting rights. To the extent that any individual nominated by bsi is not acceptable to the board of directors, the board of directors will work in good faith with bsi's board to resolve whether such individual should be accepted or another individual should be recommended.”

“Form 990 is reviewed with the board of directors in advance of filing.”

“Each director and each officer shall make timely disclosure to the president and the chairman of the board of his/her "personal interest" in any transaction or proposed transaction known to him/her and to which the corporation, itxm or bsi, or their subsidiaries or affiliates are or are to be a party. Upon his/her initial election to office, each director shall be furnished a copy of the conflict of interest policy and any related policies adopted by the board. The director or officer shall be required to execute a statement acknowledging: (i) that he/she has read and understands the content thereof; (ii) that he/she has become acquainted with the charitable and community service mission of the corporation, and understands that the corporation must engage primarily in, and dedicate its resources exclusively to, charitable, scientific and educational activities in pursuit of tax exempt purposes under the code; and (iii) that when acting in the capacity of a director or officer, he/she is legally bound to serve the charitable and community service mission of the corporation and not any personal, private or other interest. The board shall annually require that each director and officer execute a statement of reaffirmation as to all the matters set forth above.”

“While a part of itxm's group exemption, blood science foundation was overseen by the president and ceo of itxm. In arriving at the president/ceo's salary, the hr & compensation committee of the itxm board conducted a compensation reasonableness analysis. In conducting the analysis the committees utilized comparability data provided by an independent consultant, satisfying the rebuttable presumption of reasonableness for executive compensation. The comparability data report from the independent party also included the president/ceo's director reports including mr. Mark giaquinto, itxm's cfo and secretary/treasurer. The report was reviewed with the itxm board of directors. Effective with bsf's change in affiliation to bsi on march 1, 2017, mr. Mark giaquinto became president & cfo for the independent blood science foundation. Aon was engaged to perfrom a similar compensation analysis for mr. Giaquinto and his new position. Bsf had not yet recieved the study from aon by the close of the fiscal year on june 30, 2017.”

“The organization makes their form 990 and form 1023 available upon request”

“The organization makes their governing documents, conflict of interest policy, and financial statements available in a reasonable amount of time following a written request for inspection.”

“The organization is in the process of adopting a whistleblower and document retention and destruction policy. While a member of the institute for transfusion medicine's group exemption, bsf followed the policies of itxm. As an independent organization that supports blood science, inc. ("bsi"), the organization follows the whistleblower and document retention and destruction policies of bsi.”

“The hours listed as being devoted to the organization for mr. James covert, mr. Mark giaquinto, and ms. Shelley brandt represent the hours devoted by these indviduals to blood science foundation ("bsf") for the 4 month period following bsf's change in affiliation from itxm to bsi. The hours listed as being devoted to a related organization for these individuals represents the first 8 months of the year when bsf was a member of itxm's group exemption. Following the change in affiliation, mr. Covert, mr. Giaquinto, and ms. Brandt ceased devoting time to itxm and did not devote time to any organization related to bsf.”

“From july 1, 2016 through february 28, 2017, the blood science foundation (bsf) was a subsidiary of the institute for transfusion medicine (itxm). It was part of a group exemption under itxm. Bsf's role during this time was to hold investments for the group. It also made grants to other tax-exempt charitable organizations that matched itxm's and bsf's mission of advancing research, education and transfusion medicine. On march 1, 2017 itxm and blood systems inc. (bsi) entered into a change in affiliation whereby bsi became the sole corporate member of itxm. Upon entering into this transaction, bsf exited itxm's group exemption and, with irs approval, received exemption as a type iii supporting organization to bsi. By exiting itxm's group exemption, bsf's financial holdings were reduced from $100 million to approximately $43 million as funds were transferred to itxm to cover itxm's long-term debt and its tax exempt debt covenants. Bsf's mission has been provided in question 1 of this part iii.”

“Consulting services: program service expenses 0. Management and general expenses 469,304. Fundraising expenses 103,559. Total expenses 572,863.”

“Intercompany transfer -50,014,777.”