American Board of Medical Specialties

“Delegation of authority with respect to "material differences in voting rights among members of the governing body," the abms board of directors is comprised of 35 voting members. The chair, chair-elect, immediate past chair, secretary-treasurer and president and chief executive officer each have one vote. The six public members each have one vote. The votes allocated to the 24 member board empowered representatives (mbers) depend on the type of vote required by the bylaws. If the vote required is a "representational vote," then each mber has one vote. If the vote required is a "proportional vote," then the mbers have an allocated portion of 100 votes based on a formula set forth in the bylaws. In the case of proportional voting, the bylaws state that each mber has a base vote of two votes and that the remainder of the 100 votes are prorated among the mbers based on the number of new diplomates certified during a defined period. At year end 2024, there were 35 voting members. With respect to the governing board delegating "broad authority" to an executive committee, the executive committee of the abms board of directors is a standing committee with responsibility for overseeing the corporation and with full authority to act on behalf of the corporation in the interim between meetings of the abms board of directors. The executive committee is required to communicate to the abms board of directors in a timely fashion all of its actions taken on behalf of the corporation. The executive committee is comprised of the following members of the abms board of directors: chair, chair-elect, immediate past chair, secretary-treasurer, president, and chief executive officer, three mbers, and one public member.”

“Members or stockholders there are three classes of members-regular members, associate members and public members. Each class has only the rights and powers set forth below. Regular members are all 24 primary and conjoint medical specialty boards that have been approved by abms for membership. Associate members are limited to such organizations interested in medical education or the standards of medical practice as, in the sole opinion of abms, may assist it significantly in the attainment of its purposes. Public members are persons elected by the abms board of directors to bring viewpoints from the public to the deliberations of the corporation.”

“Members or stockholders who may elect per the bylaws, candidates for open member positions are recommended by the respective member board to the abms board of directors governance committee. Candidates for public member positions may be recommended to the governance committee by any member of the abms board of directors, any member or associate members. The governance committee reviews the criteria and qualifications of prospective candidates before nominating them to the abms board of directors. New members of the abms board of directors are elected by a representational supermajority vote of the existing members of the abms board of directors.”

“Form 990 review process abms retained the services of an independent certified public accounting firm to review form 990 and accompanying schedules. The independent firm presents the form 990 to the audit committee of the abms board of directors that then approves it for presentation to and approval by the executive committee of the abms board of directors. After approval by the executive committee, a complete copy of form 990 is provided to the abms board of directors for final approval.”

“Written conflict of interest policy the abms conflict of interest and dualities of interest policy covers all directors, officers, council members, committee members, identified key agents and employees. On an annual basis, all covered individuals are required to disclose conflicts and dualities of interest in writing to the abms board of directors. At the beginning of all abms board of directors and committee meetings, participants are required to disclose any new or additional conflicts of interest and dualities of interest. The minutes of all abms board of directors and committee meetings contain the names of the persons who disclosed or otherwise were found to have an actual or potential conflict or duality of interest, the nature of the conflict or duality of interest, any action taken to determine whether a conflict or duality of interest was present, and the abms board of directors or committee's determination as to whether a conflict or duality or interest in fact existed.”

“Process of determining compensation for the abms president and chief executive officer's compensation 1. Comparability data from similar not for profit health care organizations and institutions is reviewed by the executive committee of the abms board of directors. 2. Members of the executive committee of the abms board of directors, who are independent, set the compensation for the president and chief executive officer. For key employees compensation for key employees (as defined in part vii) of abms is set by the president and chief executive officer. When setting compensation, the president and chief executive officer takes into account comparability data regarding compensation. The compensation of the president and chief executive officer and key employees was last reviewed in 2024.”

“Governing documents made available to the public the articles of incorporation are available through the illinois secretary of state; the conflict of interest policy is available upon written request to the organization.”

“Knowledge, skills and judgment in a medical specialty and then administer a reliable and valid assessment to determine whether a candidate is able to demonstrate mastery of the core knowledge of the specialty and the skills and judgment to apply such knowledge in safe and effective practice. Candidates must also satisfy professionalism and professional standing requirements as well as other conditions established by each member board. Following initial certification, certified physicians (referred to as "diplomates") are required to maintain their certification by satisfying a variety of continuing certification requirements, including assessments of their knowledge and skills, professional conduct, continuing medical education and practice improvement activities. Through the process of continuing certification, abms and its member boards serve the public by ensuring their board certified diplomates are current and competent in their specialties and are able to improve the quality of health care and serve the best interests of their patients.”

“The compensation reported in part vii is the compensation paid by abms for a full-time position. However, a portion of the various individuals' time is devoted to the abms research and education foundation (ref). Abms is reimbursed by abms ref for these costs.”