Donate Life Foundation

“The bylaws were changed to include a maximum of 15 individuals serving on the board of directors and includes a new officer position, the immediate past chair.”

“Mid-america transplant services, a missouri nonprofit, is the sole member of donate life foundation d/b/a mid-america transplant foundation.”

“As the sole member of donate life foundation, mid-america transplant services has the exclusive power to elect any director to the corporation's board.”

“As the sole member of donate life foundation (foundation), mid-america transplant services has the exclusive power to remove, with or without cause, any director from the corporation's board. Mid-america transplant services also has power to approve the following actions: (a)the settlement or compromise of any claim, case, action or controversy involving property or money equal in amount or fair market value to $5,000 or more; (b)the dissolution of the foundation; (c)the foundation's filing of a bankruptcy petition or a petition for the appointment of a receiver under state insolvency laws; (d)the amendment or restatement of the foundation's articles of incorporation or bylaws; (e)the merger of the foundation with or into another entity; (f)the sale of all, or substantially all, of the foundation's assets; (g)the sale of any of the foundation's real property; (h)the foundation's domestication in another jurisdiction or conversion into another form of business entity; and (i)any extraordinary transaction or other transaction outside the ordinary course of the foundation's business.”

“The 990 will be available to all board members prior to filing on the board member internet portal. The form 990 is prepared by the independent cpa firm that also conducts the annual audit. The ceo and cfo perform an in depth review of the 990 as well as respond to all questions and comments regarding the 990 by the board.”

“Donate life foundation enforces the conflict of interest policy of its sole corporate member, mid-america transplant services. All new employees complete a conflicts of interest disclosure form, and, depending upon role, many employees submit a conflict of interest form annually. Employees are instructed to update their disclosures if circumstances change. Employee conflicts are reviewed, along with accompanying facts, by the general counsel and the chief administrative officers, and, as appropriate, the ceo. These individuals make a determination as to whether or not a conflict of interest exists. Depending upon the nature of the disclosure, the matter may be reviewed and discussed with the executive leadership team and/or the board of directors. If no conclusion or determination can be made, the matter shall elevate to the board of directors for final discussion and determination. If a potential or actual conflict of interest exists with the general counsel, chief administrative officer, or ceo, the matter shall be reviewed by the board of directors. The board of directors completes an annual disclosure form, and is instructed to update disclosures if circumstances change. Board of director conflict of interest forms are reviewed by the compliance chair of the audit and compliance committee and the general counsel. These individuals make a determination as to whether or not a conflict of interest exists. Depending upon the nature of the disclosure, the matter may be reviewed and discussed with the full audit and compliance committee, and, as appropriate, the board of directors for final determination.”

“A policy is in place that includes annual review and approval of the ceo's compensation by the compensation committee of mid-america transplant services, a related organization. The compensation committee is comprised of individuals without conflicts of interest with respect to compensation review and approval. An independent external firm provides market competitive compensation data from comparable, tax exempt organizations and published surveys and conducts a competitiveness assessment of donate life foundation's officers and key employees to the market. There is contemporaneous documentation and recordkeeping with respect to the deliberations and decisions regarding the compensation arrangements.”

“Governing documents, conflict of interest policy and financial statements are made available to the public upon written request.”

“An employee crisis fund was created to ensure the well-being of staff and their families.”

“The organization did not change the oversight or the selection process from the prior year.”