The Foundation for Americas Blood Centers

“Regular meetings. The board of directors of the foundation shall hold a minimum of two regular meetings during the calendar year at such times and at such places as the chair shall determine. Grants review committee. The grants review committee shall be a standing committee reporting to the board of directors and shall have as its members at least two voting members of the board of directors. The chairperson of the board shall appoint one of the members of the committee to serve as its chair. The grants review committee shall (a) review annual grant requests to the foundation based on merit and alignment with the goals and initiatives of the foundation and (b) make recommendations for funding to the foundation board of directors. The chair of the committee shall update the board, at the annual meeting, on the status of previous grants. The grants review committee shall meet three times per year by phone conference to discuss grant requests and follow up with grant recipients. Committee members may serve no more than two consecutive terms. Former committee members shall be eligible to serve additional terms after at least one year has passed since their most recent service. Regular meetings. The board of directors may hold regular meetings, in such place as designated by the board of directors and communicated to all directors. Notice of such meetings shall be given in writing to all members of the board of directors at least fifteen (15) days prior to the meeting. Notice may be provided electronically. For all other matters coming before the board of directors, a majority of the directors constitutes a quorum, and an affirmative vote of a majority of those present is required for passage of business. (previous requirement was one-third.)”

“The sole member of the foundation is america's blood centers.”

“The president and ceo of abc are voting, ex-officio members of abc are voting, ex-officio members of the foundation's board. The foundation's executive director is a non-voting member of the foundations board as assistant secretary of the foundation.”

“The sole member's governing body acts as the member. The member is required to approve all amendments to the foundation's governing documents; any mergers, affiliations or sale of substantially all of the assets of the foundation; and any changes to the purposes for which the foundation is formed.”

“The board of directors will review the form 990 in detail with assistance by management prior to filing. The form 990 is prepared by an independent accounting firm.”

“All directors of the foundation for america's blood centers (fabc) are expected to act with honesty and integrity avoiding actual or apparent conflicts of interest. Although it is not always possible to avoid conflicts of interest, fabc expects directors - once elected - to consult in advance with fabc staff before undertaking new positions or responsibilities outside of fabc that could lead to conflicts of interest with any of their fabc duties. The director must disclose to the board of directors and to fabc's staff any material transaction or relationship he/she has that could reasonably be expected to give rise to a conflict of interest. Fabc's staff (or if the staff is not available, the board chair) will review and address potential conflicts of interest and related party transactions and may require the director not to participate in specific decisions. A director shall not vote or act in any matter wherein personal benefit may inure. Further, any director shall publicly disclose such personal benefit conflict of interest in any meeting and at the earliest possible opportunity during consideration of such matter. Proceedings are documented in the meeting minutes or as otherwise appropriate.”

“The foundation makes its governing documents, conflict of interest policy, financial statements, and form 990 available to the public upon request.”