The Regional Cancer Center Foundation

“Regional cancer center shall be the sole member of the foundation.”

“The member of the foundation elects the board of directors.”

“The following matters are specifically reserved to the member: (a) approval of the slate of voting trustees and emeritus trustees submitted to the member by the board. (b) ratification of the removal by the board of any board member for cause. (c) determination of the terms and conditions of employment of the president and executive director of the foundation and employees of the member who performs services for the foundation. (d) supervision of the president and executive director of the foundation, including an annual performance review with input and participation from a board designated representative. (e) amendment, revision, or restatement of the foundation's articles of incorporation and its bylaws. (f) adoption or change in the corporate structure, mission, purpose, philosophy or objectives of the foundation. (g) dissolution, division, conversion or liquidation of the foundation, the consolidation or merger of the foundation with another entity, or the acquisition of substantially all of the assets of another entity. (h) approval of the incurrence of debt in excess of $50,000 in the aggregate in any fiscal year, whether or not such debt is to be secured by a lease, mortgage, pledge or other lien on the foundation's current or future real property, personal property or endowment funds. For purposes of this limitation, the term incurrence of debt shall include the borrowing of money, the issuance of guaranties, and the incurrence of any other form of indebtedness by the foundation. (i) approval of charitable donations in excess of $10,000 in the aggregate in any fiscal year, other than donations to the member. (j) approval of any transfer of the foundations assets, other than for the purposes herein permitted. (k) approval of change of membership or voting rights of the member.”

“The regional cancer center foundation has a cpa firm prepare its form 990. The return is completed in the draft form and reviewed by management of the organization. The form 990 is then provided to the board of directors for review before it is filed.”

“The regional cancer center foundation does not annually require its board members, officers, and key employees to fill out a conflict of interest form. However, if an interested party has a conflict of interest during a board meeting, he or she does not vote.”

“The foundation's executive director is compensated by regional cancer center, a related 501(c)(3) organization. The compensation of all officers and key employees is determined by the executive director of the upmc cancer center, an organization that provides management services to the regional cancer center, as well as the director of operations of the regional cancer center. Salaries are reviewed annually by the board of directors.”

“The regional cancer center foundation makes its form 990 available to the public. At this time, the regional cancer center foundation does not make its governing documents, conflict of interest policies, and financial statements available to the general public.”

“Transfer to affiliate -1,187,717.”