Upper Midwest Organ Procurement Organization Inc / Lifesource

“The executive committee shall consist of the chair, vice chair, secretary-treasurer, a clinical director and the immediate past chair. The chair shall serve as the chairperson of the executive committee. The executive committee shall evaluate the performance of the chief executive officer and make recommendations to the board regarding the executive compensation program and for the chief executive officer succession planning. Additionally, it shall also act for the board in emergency situations between board meetings, only when a quorum of the board cannot be assembled either in person or through various appropriate communications technology, except as such authority to act for the board is limited by statute or by any limitation imposed by the board on such power.”

“Lifesource's form 990 is provided to the board of directors in advance of the board of directors meeting at which it is being reviewed. At the board of directors meeting the completed form 990 is reviewed and approved by the board of directors. In addition, prior to the board of directors meeting, form 990 is presented to and reviewed by the executive committee of the board of directors.”

“Lifesource requires completion of a conflict-of-interest disclosure form by all employees on an annual basis. Internal legal counsel reviews all conflicts of interest and manages any conflicts with the individual and their manager. For executive team and board of directors, the conflict-of-interest disclosure is completed each year and reviewed by the governance committee of the board of directors. If a conflict arises, the chair of the governance committee will report the conflict to the whole of the governance committee and work with the individual member to resolve the conflict. If the conflict cannot be resolved, the member would not be allowed to serve on the board.”

“Lifesource works with sullivancotter to conduct an analysis of executive compensation every year. The executive committee of the board of directors engages sullivancotter and serves as the compensation committee. The results of the compensation survey are presented to the compensation committee. The compensation committee, in a closed session at a board of directors meeting discuss executive compensation, and makes the determination of ceo salary and benefits. The compensation committee and board of directors recommends and approves the ceo salary and benefits. The compensation committee and board of directors reviews other executive salaries and benefits, but the ceo has the final approval for the other executives. Compensation deliberations and decisions are contemporaneously documented in the meeting minutes. This process last took place on march 19th, 2024.”

“Lifesource posts its annual financial audit on its website. The form 990 is available upon request or via guidestar.org. The conflict of interest policy and other documents are available upon request and are reviewed by the charities review council through its voluntary accreditation process. Lifesource meets all standards of the charities review council and a report on finance, governance, and conflict of interest is available on the charities review council website. Documents are available for the same period of disclosure as set forth in section 6104(d).”