Vitreoretinal Surgery Foundation

“The board of directors may by action of a majority of the board designate two or more members as an executive committee which shall have and exercise the authority of te board in management of the corportation. The executive committee shall be subject to control and direction of the board. The board of directors may also appoint such other committees as it deems proper.”

“The board members were provided an electronic copy of the form 990 for review and discussion. The board approved the form 990 electronically and ratified the approval at the next regularly scheduled board meeting.”

“Each director, principal officer and member of a committee with board delegated powers annually completes and signs a conflict of interest statement. Directors, officers and management staff are prohibited from engaging in activities that constitute actual or potential conflicts of interest objectionable to the corporation. Whenever a director, officer or management staff person has reason to believe that he or she may have an actual or possible conflict of interest, they promptly disclose the potential conflict to the executive director or the president. The matter is then presented to the board and any appropriate committees. The interested person is given the opportunity to disclose all material facts. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, they leave the board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The individual with the conflict may not vote on the matter and is not counted for determining the presence of a quorum. In addressing the conflict of interest, the committee/board chair can appoint a disinterested person or committee to investigate alternatives and determine whether the corporation could obtain a more advantageous transaction or arrangement that would not give rise to a conflict of interest. If a more advantageous arrangement is not reasonably attainable, the board or committee determines by majority vote of the disinterested directors whether the transaction or arrangement is in the corporation's best interest. If the board or a committee has reason to believe that a member has failed to disclose an actual or possible conflict of interest, it informs the member of the basis for such belief and affords the member an opportunity to explain the alleged failure to disclose. If, after hearing the member's response and making further investigation as may be warranted, the board or committee determines that the member has in fact failed to disclose an actual or possible conflict of interest, it takes appropriate disciplinary and corrective action. The failure of a director, officer or management staff member to act in accordance with the conflict of interest policy may result in removal of such person and the voiding of related actions taken by the corporation, including transactions and contracts to which the corporation is a party.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”