Tmf Foundation

“The corporation shall have a single member, which shall be the tmf health quality institute.”

“The manner of electing successors to the directors, filling vacancies and filling directorships by reason of an increase in the number of directors shall be as follows: upon the expiration of the respective terms of the directors, and at every succeeding election, successors to directors whose terms shall have expired shall be selected by the institute, and vacancies and new directorships shall be filled in the same manner. Any director whose term of office shall have expired may be elected to succeed himself or herself, subject to the term limits set forth in section 4.4 of these bylaws. In case of election to fill a vacancy, the term of the successor shall be for the unexpired term for which the former occupant thereof was elected. A vacancy shall be declared in any seat on the board upon the death or resignation of the occupant thereof, or upon the disability of any occupant rendering him or her permanently incapable of participating in the management and affairs of the foundation. Unless removed in accordance with the provisions of section 4.6, each director shall hold office for the term for which he or she is elected or appointed and until his or her successor shall have been elected, appointed or designated and qualified.”

“The affairs of the foundation shall be managed by, and the control and disposition of its properties and funds shall be vested in, the board of directors, which may exercise all powers of the foundation and do all such lawful acts and things as are not by law or by the certificate of formation or by these bylaws directed or required to be done by the members.”

“The treasurer of the tmf foundation board of trustees will receive a copy of the irs form 990 tax return prior to its filing with the irs. The treasurer will review the form. The review will include the following: review of new irs requirements and revisions to the form 990 from the previous year and review of all schedules and relate attachments. All members of the board of trustees will receive a printed or electronic copy of the completed form 990 prior to the filing of the irs form 990. All related organization information will be redacted as this information isn't necessary for the board of trustees to fulfill their fiduciary responsibility.”

“Each year, board members, officers and key employees are required to provide tmf foundation (tmff) with a disclosure of entities and relationships that could give rise to a potential conflict of interest. This information is provided to and review by outside general counsel. Before tmff enters into a contract or other financial relationship with a third party, the contract or substance of the financial relationship is submitted to general counsel who conducts a conflicts of interest assessment. General counsel provides the results of the conflicts assessment in written form to tmf health quality institute's (tmf) compliance officer for review. If general counsel and tmf's compliance officer are satisfied that the contract or other relationship would not result in a conflict of interest, tmff will proceed with the contract relationship. If a conflict or the appearance of a conflict is determined, tmff will not proceed with the contract or relationship unless an acceptable mitigation plan can be developed.”

“The compensation committee of the board of trustees obtains information from sources it deems relevant and necessary to determine reasonable compensation for officers and key employees. In addition to tmf's hr director, an independent consultant is obtained periodically, to review appropriate levels of compensation for all these people and make recommendations to the compensation committee of the board. The consultant was last obtained in 2016. The compensation committee makes a recommendation to the board about the executive director. The board then sets what it determines to be appropriate compensation for the executive director. The process and information reviewed in making these determinations is documented contemporaneously.”

“The governing documents, the conflict of interest policy and financial statements are available on request.”

“The governing documents, the conflict of interest policy and financial statements are available on request.”