Ahima Foundation

“Ahima foundation has one member, american health information management association (ahima), an illinois not for profit corporation. The sole member shall have reserved powers and voting rights to do the following: - to amend the articles of incorporation, corporate bylaws and mission statement, if any, of the corporation. - to appoint, subject to the provisions of section 3.3, the directors of the corporation, including the chair-elect. - to remove a director at any time, with or without cause. - to appoint the executive director of the corporation. - to approve all plans of merger, consolidation, joint venture or long term affiliation with the corporation. - to establish from time to time the "corporate limit" referred to in these reserved powers, which may be expressed either as a dollar amount or as a percentage of a budget. - to approve annual operating budgets and multi-year capital budgets and strategic plans of the corporation before expenditures pursuant to such budgets and plans that may be made. Once the budgets are so approved, the board may authorize expenditures within the corporate limit established from time to time by the sole corporate member. - to approve the non-budgeted sale, lease (capitalized or otherwise), exchange, mortgage, pledge or other disposition of property and assets of the corporation in any one fiscal year which is in excess of the corporate limit. - to approve all non-budgeted contracts obligating the corporation to expend or repay an amount in excess of the corporate limit. - to approve the creation or acquisition of majority-controlled or majority-owned subsidiaries or affiliates of the corporation. - to approve the corporation's non-budgeted incurrence of long-term debt or other obligating of its assets in excess of the corporate limit. - to approve the appointment of independent certified public accountants for the corporation. - to approve any voluntary dissolution of any liquidation of corporate assets. - to approve all executive compensation arrangements, including incentive compensation, for the corporation. - to manage the treasury functions for the corporation. Ahima foundation shall make no distribution of its assets to any of its members during the period of its operation or upon its liquidation. Upon the dissolution or final liquidation of ahima foundation, any assets remaining after all obligations have been satisfied or provided shall be transferred to an organization or organizations that are organized and operated exclusively for charitable, educational or scientific purposes under section 501(c)(3) of the code, as the board shall determine. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.”

“The board has the right to appoint additional members whether periodically or as vacancies arise. The board shall recommend candidates to fill vacancies within the board to the board of directors of the sole member, ahima, which will formally act on such recommendations. In the case of death, incapacity, or written resignation of any officer or director during his or her term of office, the vacancy shall be filled by election of the sole member, ahima, and such successor is to serve for the remainder of the term of the vacant director. Any elected or appointed officer or director of ahima foundation may be removed by the sole member, ahima, at any time with or without cause.”

“The sole member, ahima, has to approve certain decisions of the governing body, such as changes in the bylaws, as described in part vi, section a, line 6.”

“The american health information management association finance committee reviews and accepts the form 990. This review includes analyzing the 990 for reasonableness, accuracy, and relationship to ahima foundation's mission. The form 990 is then sent to the board prior to filing with the irs.”

“Annually all board members, volunteers, and staff must disclose any interests that could give rise to conflicts. Throughout the year, the board's executive team reviews these conflict of interest statements, as well as any disclosure by a board member.”

“Compensation review procedures are performed by a related organization, american health information management association (ahima). The ahima board leadership reviews the ceo's compensation annually. This review is documented and includes benchmarking against other comparable positions. The other executive's compensation is matched to market using a thrid party compensation consulting firm.”

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

“Compensation disclosures the compensation reported for lynn m. Kuehn, past chair of the board, is for compensation she received from a related organization, ahima, for duties outside of her role as past chair of the board for ahima foundation. Ms. Kuehn received $31,297 for royalties and consulting payments for training services provided to ahima. The compensation reported for michelle l. Dougherty, director of foundation research and development and desla mancilla, senior director of academic affairs have been paid by a related organization and common paymaster, american health information management association ein# 36-2181841. Since all services performed by these individuals were for the ahima foundation, the compensation has been reported in column d as if paid by the organization. American health information management association has complied with the payroll filing requirements. The compensation from a related organization, american health information management association (ahima) reported in part vii for bill rudman, executive director, is the compensation paid by ahima for a full time position. However, a portion of the individual's time is devoted to the filing organization (ahima foundation) and is reimbursed by the ahima foundation. The foundation estimates that approximately 24 hours per week is dedicated to the ahima foundation and 16 hours per week is dedicated to ahima.”