Children'S Surgical Foundation Inc

“All physicians employed by the Foundation who have been employed by the Foundation for 24 months and worked at least 50% of a full-time surgeon for the prerequisite 24-month period and are anticipated to continue to work at least 50% of a full-time surgeon for the foreseeable future. However, the Board of Directors does have the authority to waive the requirement for 24 months of the Foundation employment for a specific physician as long as that physician commits to work at least 50% of a full-time surgeon.”

“At the Annual Meeting of Members, or at another designated meeting set by the Board of Directors, the Members elect the Member physicians to serve on the Board of Directors.”

“The approval of the Members is needed for the following actions: - approval of the standard form of employment agreement for the Foundation physicians; - approval of a merger, consolidation, sale of all or substantially all the assets of CSF or partial or total dissolution; - approval of all amendments to the Foundation's corporate Articles of Incorporation and bylaws; - approval of the Board's selection of its Chair/President from among the physicians serving on the Board of the Foundation; - approval of the creation of any tax exempt or taxable corporations or control subsidiary, or the acquisition of any entity; - approval of all salaries and salary increases paid to the executive director, corporate officers and Board Directors for their services as executive director, officers and directors; and - approval of any obligations which require personal guarantees of the Members provided; however, for any such personal guarantees to be deemed approved there must be an affirmative vote of two-thirds (2/3) of all Members of the Foundation without regard to the number of Members attending the meeting and further provided that the Foundation shall not be authorized to require Members to sign personal guarantees joint and several liability.”

“Form 990 is sent to all members of the Board of Directors and review of Form 990 takes place at the next meeting. The 990 is reviewed and any changes from the previous year are highlighted. The documentation of the review is maintained in corporate records.”

“Annually, individuals are asked to disclose or update a conflict of interest form provided by the Foundation regarding any interests that could give rise to conflicts, such as a list of family members, substantial business or investment holdings, and other transactions or affiliations with businesses and other organizations or those of a family member that may benefit them financially from a decision he or she makes in a capacity of authority within the Foundation. For each interest disclosed to the Board of Directors, the Board will determine whether to: (a) take no action; (b) assure full disclosure to the Board of Directors and other individuals covered by this policy; (c) ask the person to recuse from participation in related discussions or decisions within the Organization; or (d) ask the person to resign from his or her position in the Organization or, if the person refuses to resign, become subject to possible removal in accordance with the Organization's removal procedures. The Organization's Administrator and Executive Director will monitor proposed or ongoing transactions for conflicts of interest and disclose them to the Board of Directors in order to deal with potential or actual conflicts, whether discovered before or after the transaction has occurred.”

“The governing documents, conflict of interest policy and financial statements are available upon request for the same period of disclosure as set forth in IRC Section 6104(d).”

“The latest advances in surgical treatments and state-of-the-art technology, coupled with a spirit of compassion and more years of experience than any other pediatric surgical group in the Midwest creates the vital difference to our patients and their families. More specifically, CSF is organized exclusively to: (1) Engage in the professional enterprise of furnishing information, research, clinical studies associated within all specialties of pediatric surgery; (2) Provide information and instruction to graduate physicians and other health care personnel in medical specialty education related to pediatrics and all subspecialties of pediatric surgery; (3) Conduct research in all branches of clinical medicine, with specialties in pediatrics and pediatric surgery; (4) Provide medical information to patients in connection with the foregoing, without regard to the patient's ability to pay; (5) Propose, encourage and stimulate research, experiments and studies related to diseases affecting pediatric patients and foster the education of the medical community and the dissemination of information relating to maladies and illnesses affecting pediatric patients and the alleviation thereof; (6) Participate in such other activities of a charitable and/or medical and educational nature as may be permitted under the provisions of the Illinois Not-for-Profit Corporation Act.”