Southeastern Kidney Council Inc

“The sole member of the organization is Alliant Quality, Inc. represented by the Board of Directors of Alliant Quality Inc.”

“Any new director elected by the Board of Directors is subject to final approval by the member. In addition, the member has the right to appoint one member to the Board of Directors who shall serve as Chairperson of the Board of Directors. The individual appointed by the member must be an active or retired member of the nephrology community or otherwise have experience regarding the provision of ESRD services.”

“Each of the following actions must be approved in advance and in writing by the member: (i) any decision to discontinue the business of the corporation; (ii) any merger or combination of any sort by the corporation with any other entity or person; (iii) any amendment or revision of the corporation's articles of incorporation or bylaws; (iv) the establishment or creation of any class of members or the addition of a member to the corporation; (v) any decision that compromises the rights or obligations of the member; (vi) any acquisition of any real property or any interest in any real property; (vii) any debt financing or refinancing of the corporation or any assets of the corporation; provided, however, that the corporation's board and its officers shall each have the power and authority, without obtaining the approval of the member, to cause the corporation to incur trade obligations in the ordinary course of business and, to the extent applicable, in compliance with these bylaws; (viii) any sale or transfer of all or substantially all of the assets of the corporation; (ix) the incurrence of any voluntary encumbrance upon any of the assets of the corporation, other than any such encumbrance that arises by operation of law for amounts not yet due and payable; (x) reinvesting the proceeds from the sale of all or substantially all of the assets of the corporation; (xi) except in the ordinary course of business, distributing any assets of the corporation to anyone or any entity; (xii) any act in contravention of the bylaws or knowingly refraining from taking any act required by the bylaws; (xiii) any act that would make it impossible to carry on the ordinary business of the corporation; (xv) allowing any third party to possess the corporation's property or assigning to any third party the rights of the corporation in specific corporation property, in either case, for other than a corporate purpose; (xvi) any transaction between the corporation and any of the corporation's interest holders or an affiliate of the corporation's interest holders; (xvii) any loan by the corporation to any third party; (xviii) any material change in the nature of the business of the corporation from that set forth in its articles of incorporation or bylaws; (xix) any guaranty by the corporation of any debt or other obligation of any third party; or (xx) any other decision or action that requires member's approval under the bylaws.”

“The Organization is provided a draft of Form 990 from the Accountant. The Executive Committee reviews and discusses the draft and a copy is given to each member of the Board prior to filing.”

“Board members review the compliance policy annually and sign a statement of understanding at each meeting, the members are asked to acknowledge any conflicts of interest and recuse themselves from the discussion if any conflicts exist.”

“A separate, independent Finance Committee determines officer compensation. 990s of ESRD Networks are used as comparable data to determine the reasonableness of officer compensation. All discussions are documented in the Board minutes. The Executive Director follows a similar procedure for determining key staff salaries.”

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

“Administrative services: Program service expenses 0. Management and general expenses 19,429. Fundraising expenses 0. Total expenses 19,429.”