Osteopathic Founders Foundation

“The Executive Committee is composed of the officers of the Board of Directors and one additional member of the board. They have the authority to act on behalf of the Board of Directors between regular meetings and be accountable to the Board of Directors as a body.”

“Membership in the corporation is granted to any person who is an osteopathic physician and who makes an annual financial contribution to the foundation, or who makes a one-time contribution of at least $250.”

“The chairman of the board will annually appoint a nominating committee composed of 3 members of the organization who are currently serving on the board of directors. The nominating committee, not less than 90 days prior to the organization's fiscal year-end, shall nominate one candidate to fill the position of each director whose term is expiring. The nominations are announced to all members of the organization 60 days prior to year-end. A form is made available at the principal office of the organization for write-in nominations. Write-in nominations require the affirmation of three members of the organization in order to be placed on the ballot. Ballots are required to be mailed to all members of the corporation.”

“The amended and restated bylaws of the organization reserve the power to amend the bylaws to the membership of the organization. The procedure required to amend the bylaws begins with the initiation of the proposed amendment by the board of directors. At the next meeting of the board of directors, subsequent to the meeting at which the proposed amendments were presented, such amendments must receive the affirmative vote of the majority of directors in order to advance. If approved by the board of directors, the proposed amendments shall be mailed to the members of the organization at least 30 days prior to the date established for the ballot on which they are to be considered for adoption. To be effective, amendments must receive the affirmative vote of two-thirds of the members represented by absentee ballot or at a meeting of the organization at which a duly qualified quorum is present.”

“Following review by the foundation's ceo, the completed 990 is transmitted electronically to the foundation's board of directors. The ceo and foundation's independent accountants make themselves available to answer any questions from members of the board. After all questions are resolved, the return is authorized for filing by the ceo.”

“The organization has a written conflict of interest policy which serves to assist directors, officers and key employees of the organization to identify situations that present potential conflicts of interest and to provide a procedure which will allow a transaction which is in the best interest of the corporation to be binding even though a director, officer, or employee may have a conflict of interest in respect to that transaction. The policy is distributed annually at the first meeting of the board of directors following the beginning of the organization's fiscal year. The policy is reviewed during that meeting. Each person serving as a director, officer or key employee of the corporation is required to annually complete a disclosure form identifying any relationships, positions or circumstances in which he or she is involved that he or she believes could contribute to a conflict of interest arising. Materials for meetings of the board of directors are distributed electronically in advance of the meeting, giving directors, officers and key employees an opportunity to identify any proposed action in which he or she may have a conflict of interest. Following the call to order at each meeting of the board of directors and committees, a request for disclosure of any potential conflict of interest is made. An absence of a declaration of a conflict of interest at that time does not preclude the later announcement of a conflict of interest which is determined by a director, officer or key employee during the meeting. Process when a conflict arises: prior to board or committee action on a contract or transaction involving a conflict of interest, a director or committee member having a conflict of interest and who is in attendance at the meeting shall disclose all facts material to the conflict of interest. Such disclosure shall be reflected in the minutes of the meeting. A director or committee member who plans not to attend a meeting at which he or she has reason to believe that the board or committee will act on a matter in which the person has a conflict of interest shall disclose to the chair of the meeting all facts material to the conflict of interest. The chair shall report the disclosure at the meeting and the disclosure shall be reflected in the minutes of the meeting. A person who has a conflict of interest shall not participate in or be permitted to hear the board's or committee's discussion of the matter except to disclose material facts and to respond to questions. Such person shall not attempt to exert his or her personal influence with respect to the matter, either at or outside the meeting. A person who has a conflict of interest with respect to a contract or transaction that will be voted on at a meeting shall not be counted in determining the presence of a quorum for purposes of the vote. The person having a conflict of interest may not vote on the contract or transaction and shall not be present in the meeting room when the vote is taken, unless the vote is by secret ballot. Such person's ineligibility to vote shall be reflected in the minutes of the meeting.”

“The most recent compensation review of the foundation's ceo was completed in january 2023 by the compensation committee. The compensation committee is composed of members of the executive committee plus additional members of the board of directors who are invited by the chairman due to specialized knowledge. All members of the compensation committee are independent members of the governing body. The committee determines, based on budgetary considerations, whether an adjustment in compensation will be considered for the year. If the decision is affirmative, the committee reviews data from the council on foundations annual salary survey which compiles salary and benefit information from more than 800 foundations nationwide, stratifying it geographically, by asset size, and many other variables. The committee compares the organization's current salary for the ceo to the median salary of similarly located, like-sized foundations and discusses whether an adjustment in compensation is warranted. The discussion and subsequent decision is documented by the chairman and the conclusions of the committee presented to the ceo in a follow-up meeting.”

“The organization has always made its governing documents, conflict of interest policy, reviewed financial statements and irs form 990 available to the public. We have allocated space for these documents on the foundation's website.”

“Change in beneficial Interest In Assets Held By Others - -22582;”