Arkansas Children'S Hospital Foundation Inc

“Subject to the reserved powers of the sole member, the executive committee shall be responsible during the intervals between meetings of the board of directors for managing and directing the affairs of the corporation in all cases in which specific directions shall not have been given by the board of directors, and for all duties set forth as follows: (a) supervising and providing the strategic direction for acf's fundraising efforts; (b) establishing acf's budgets and monitoring financial performance against those budgets; (c) making grants, contributions, or other forms of support to or for the benefit of the sole member or affiliates; (d) nominating the board of directors; nominating the officers of the board of directors; (e) focusing on state-wide composition of the board when considering nominations.”

“The foundation's sole member is arkansas children's, inc., an arkansas nonprofit public benefit corporation (the "sole member").”

“Arkansas children's, inc., acf's sole member, has the reserved power to fix the size of the board of directors, and the governing board of any affiliate controlled by the corporation, and appoint and remove, with or without cause, the directors of the corporation, and members of the governing board of any affiliate controlled by the corporation.”

“The foundation's articles of incorporation may be amended, and the bylaws may be altered, amended, or repealed and new bylaws may be adopted: (i) upon the approval of both the board and the sole member, if the amendment does not relate to the number of directors, the composition of the board, the term of office of directors, or the method or way in which directors are elected or selected; or (ii) by the member.”

“The draft form 990, which is reconciled to the foundation's internal financial statements and the arkansas children's, inc. Consolidated audit report, is initially reviewed in detail with the foundation's president and vice president. The draft is also reviewed in detail with both the evp/cfo and vp of financial operations of arkansas children's, inc. Any resulting revisions to the draft form 990 are made following the review by the foundation's management. The officers and board are provided with a public disclosure copy of the form 990 prior to filing in order to preserve the privacy of donors.”

“The foundation has a board of directors conflict of interest policy that is issued to and reviewed with all new board members during their board orientation. In addition, the internal general counsel or the system compliance officer will periodically review the policy with the full board during a regular board meeting. A director shall disclose in writing to the board of directors any actual or potential conflict of interest when the situation develops, including the facts that make it an actual or potential conflict. Each director shall sign an initial conflict of interest disclosure statement upon election to the board of directors. Each director also shall sign an annual conflict of interest disclosure statement. If an actual or potential conflict of interest develops after the director's initial and annual statements are signed, the director shall immediately sign a new disclosure statement to address the new situation or transaction. Conflict of interest disclosure statements or declared conflicts will be reviewed by the director board officers. Review will result in one of the following actions by majority vote: (1) determined not to be a conflict; (2) conflict is accepted; or (3) conflict is not accepted and the director will need to abstain from participation in certain votes. Conflict disclosures, facts and actions will be documented in the appropriate committee or board minutes. A director with a conflict of interest will not participate in deliberations or vote by the board of directors, or committee thereof, on the matter giving rise to the conflict. He or she may present relevant information about the matter and also may respond to requests for facts needed by the board to reach an informed decision. After any discussion, the interested director shall either abstain from vote or recuse completely and be absent during further deliberations and action on the matter, as determined by the director board officers of the entity.”

“Compensation for any arkansas chilren's foundation executive or senior officer (president; senior vice president) who is not a contracted uams employee is reviewed by the arkansas children's human resources and compensation committee which is established through the bylaws of arkansas children's, inc. The human resources and compensation committee has the full authority and specific responsibility for reviewing and approving compensation policies, base salary and incentive compensation levels, executive retirement and other executive benefit plans for health system senior management, including officers of the corporation and affiliates who are "disqualified persons" under section 4958 of the code. The policies and programs reviewed and approved by the human resources and compensation committee shall be designed to ensure that the corporation and its affiliates remain competitive and reasonable relative to the compensation and benefits practices of similarly situated health systems locally and nationally, and to permit the corporation and such affiliates to attract and retain superior senior management, in furtherance of the corporation's and affiliates purposes. The human resources and compensation committee shall have, to the fullest extent of the law, the authority to approve the compensation packages for senior management of the corporation and the affiliates. In its process, the committee shall obtain and must rely upon appropriate data as to comparability prior to making its determination of reasonableness with respect to the compensation arrangements of disqualified persons. Appropriate data includes, but is not limited to, compensation levels paid by similarly situated organizations, both taxable and tax-exempt, for functionally comparable positions; the availability of similar services in the geographic area of the corporation, current compensation surveys compiled by independent firms; and actual written offers from similar institutions competing for the services of the disqualified person. The committee may rely upon opinions of qualified legal, accounting, valuation and executive compensation experts. Contemporaneously with making its determination of reasonableness with respect to the compensation arrangement of the ceo and disqualified persons, the committee shall document in a written report the basis for its decisions and forward the report to the board.”

“The foundation's 990 and 990-t are available to the public upon request.”

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

“Transfer of net assets to annuity reserve -3,080. Rounding -1.”