American Brain Foundation

“2015 Substantive Bylaws Amendments: Updating the ex officio directors of the Board by removing the AAN President Elect, the Chair of the Development Committee (development will be a key responsibility of the Board), and the Deputy Executive Director of the ABF, and adding the Chair of the Research Advisory Committee; Allow the Editor-in-Chief of Neurology Now, an ex officio voting member of the ABF Board, to recommend a designee to serve on the ABF Board instead of the Editor-in-Chief, with approval of a majority of the Board; Adding the Research Advisory Committee as a standing committee; Adding a Governance Committee to assume the nominations functions, monitor board performance, propose bylaws amendments, etc.; Adding the position of "Honorary Chair;" Changing "Board of Trustees" to "Board of Directors;" and Updating the current indemnification provision for ABF volunteers, agents and employees serving in their official capacity to be consistent with MN nonprofit statutes”

“The CFO undertook extensive review of the draft Form 990 as initially prepared by the Finance Business Manager. Their review was thereafter augmented by exempt organizations Tax/Legal Counsel. This Form 990 was then presented to the Audit Committee by the CFO and other members of the management team. The Audit Committee reviewed the Form 990 and identified any agreed upon changes to be made. In line with Minnesota Law, the final Form 990 was approved by the Board of Directors; thereafter, the final as-filed Form 990 will be brought to the Board for discussion at a full meeting of the Board of Directors. At that time, the completed overview of this Form 990 will be provided to the Board by the CFO. Form 990 is filed subsequent to this process.”

“The Foundation's conflict of interest policy covers individuals serving as an officer, director, committee member, or positions of official responsibility or leadership. All covered individuals are required to complete a relationship disclosure statement annually, or as changes in personal circumstances occur. The statements are reviewed and actions determined according to the Foundation's hierarchy based on position; or by the Executive Committee if a resolution cannot be made. Potential conflicts are handled on an individual basis. Actions taken depend on the severity of the conflict which include no action required, on-going monitoring with appropriate disclosure, or withdrawal from the conflicting relationship. Conflict of interest proceedings are documented in meeting minutes or as appropriate.”

“In 2015 the Foundation's Executive Director was leased to ABF through a contractual relationship with AAN. The ABF's Executive Committee is responsible for hiring and setting the compensation for the Executive Director. The committee employs procedures (use of independent consultant, compensation survey and approval by board) and last set compensation amounts in 2015.”

“The Foundation makes its financial statements and bylaws available to the public on its website. The Foundation does not make its other governing documents (e.g. articles of incorporation) nor its COI policy available to the public.”

“Compensation paid to the last three individual list provided through arrangement as stated in Schedule J, Part III.”