America'S Blood Centers

“Standing committees of abc shall be the: nominating, membership, audit, finance, bylaws, and governance committees. Unless otherwise prescribed by these bylaws, committees shall be constituted with not less than three (3) members. Committee members may consist of abc members' employees, abc staff and invited experts approved by the board of directors. Committee membership shall be reviewed at least every two (2) years or more frequently at the board of director's discretion and appointments made by the board of directors. The board shall annually provide written charges to each of the committees. Committees may propose for approval by the board of directors additional qualifications, meeting attendance requirements, and participation rules that must be met by its committee members. Except as defined herein, committees shall determine meeting schedules, meeting formats (open or closed meetings, meetings via electronic means, etc.), and membership terms. Committees may establish and oversee operational subcommittees as needed. Such subcommittees shall have a chairperson which shall be appointed by the committee chairperson. Committees shall report to the board of directors. Subcommittees shall report to their primary committee. Votes of committee members shall be cast on a one person, one vote basis.”

“Summary of changes to bylaws: -elimination of the "special member" class of membership -formation of a new nominating committee composed of abc leadership and member volunteers -no established allocation for board members, but nominating committee has clear responsibilities to prioritize a composition of board members reflecting the diversity of abc members - board size remains roughly the same but added flexibility (7-9 directors) -officers are selected by and from the current directors, excluding the abc ceo and the immediate past president -officers include the president, vice president, treasurer-secretary, past president, and the abc ceo. -the term for the president will be two years, without the ability to serve consecutive terms. An individual can serve as president again after a two-year cooling off period. -the term for immediate past president will be one year, without the ability to serve consecutive terms. -the terms for vice president and treasurer-secretary will be one year with the ability to serve two consecutive terms. An individual can serve as vice president and/or treasurer-secretary again after a two-year cooling off period. - once the president's term expires, such individual automatically succeeds to the office of immediate past president. -approval of the annual budget and the setting of membership dues will be approved by the board (by a majority of a quorum). -2/3 voting requirement for membership votes, except as required by law maintains current state -majority voting requirement for board and committee votes -honorary and emeritus memberships designated by the abc board of directors without the need for a vote of the active members.”

“Categories of membership with voting rights are as follows: active: be qualified as a not-for-profit organization exempt from payment of united states income tax; be governed by an independent board of directors or trustees; possess a license or own or manage an organization with a license from the united states or canadian government authorizing interstate or inter-provincial shipment of blood or blood components; support the principles and mission adopted by the corporation; and be approved for membership by vote of the active members as provided herein. The armed services blood program shall be considered to have met the qualifications to apply for active membership. Categories of membership that do not have voting rights are as follows: provisional: be an independent community/regional blood program which at time of application does not meet all qualifications for active membership but which expects to meet full qualifications within 2 years immediately following date blood center accepted for provisional members. Hospital based associate: be a hospital-based donor collection center; be qualified as not-for-profit organization; be registered with the us food and drug administration to collect blood from volunteer donors or have us/canadian government license authorizing interstate/inter-provincial blood shipments; supports the corporation mission/principles and be sponsored by an active member serving an area overlapping or adjacent to the area served by applicant. Affiliate: an organization other than a blood center that supports the mission of abc in serving the common good of donors who wish to make an altruistic gift and the blood recipients who benefit from their donations. Honorary: an individual or organization proposed and elected by the active members who has made a significant contribution to the fields of blood banking or transfusion medicine, and who made outstanding contributions in support of the mission of the corporation. Emeritus: an individual elected by the active members who has held a position with an active or associate member and is now retired from the profession, and wishes to remain associated with the corporation and its members.”

“The board of directors shall consist of seven directors, all of whom shall be appointed by the special members. Special members shall be a group purchasing organization which represents active members of the corporation. Terms on the board of directors shall be staggered so that no more than three directors are appointed in any given fiscal year. The initial appointments made following the amendment of the bylaws to account for appointment by special members as follows: two directors shall be appointed for one-year terms, two directors shall be appointed for two-year terms, and three directors shall be appointed for three-year terms. The right to appoint to these positions shall be allocated at random among the special members, provided that if there are only two special members, the largest shall have the right to appoint two three-year directors, one two-year director and one one-year director with the smaller special member appointing the remaining seats.”

“Special assessments require approval of active members. Active members have the power to adopt, modify, and amend bylaws, establish the organization's mission and principles, elect the corporation's officers, and remove a director from the board of directors.”

“The form is reviewed by the accounting team, and it is then sent to the board and ceo for final review and approval before filing with the internal revenue services.”

“The ceo in conjunction with hr services is tasked with monitoring the conflict of interest policy. The following problem solving procedures apply to suspected and reported conflicts of interest: abc expects committee members, once elected, to consult in advance with the applicable abc committee staff liaison before undertaking new positions or responsibilities outside of abc (e.g., a consulting agreement with an abc or member vendor or competitor) that could lead to conflicts of interest with any of their abc duties. The committee member must disclose to the abc staff liaison any material transaction or relationship he/she has that could reasonably be expected to give rise to a conflict of interest. The abc staff liaison (or if the staff liaison is not available, the board) will review and address potential conflicts of interest and related party transactions and may require the committee member not to participate in specific decisions. A committee member shall not vote or act in any matter wherein personal benefit may inure (a "personal benefit" conflict of interest). The board of directors goes through an extensive review process each year to determine the ceo's compensation. The president of america's blood center sends out a performance evaluation form to the board of directors who then returns the form to the board president. Annually, the board holds an executive session to discuss the summary of the evaluation and uses appropriate industry executive compensation survey data to guide its compensation decision making.”

“The board of directors goes through an extensive review process each year to determine the ceo's compensation. The president of america's blood center sends out a performance evaluation form to the board of directors who then returns the form to the board president. Annually, the board holds an executive session to discuss the summary of the evaluation and uses appropriate industry executive compensation survey data to guide its compensation decision making. The most recent year this was completed was 2025. The chief executive officer completes an annual review for the determination of the compensation of other officers and key employees for the organization on or around april 1 of each year. The officers and key employees participate in the development of america's blood center's strategic plan. Plan implementation effectiveness is used in determining the appropriate compensation. External survey data is used to benchmark salary levels for each leadership position. The process described here was last completed in 2025.”

“The organization makes its governing documents, conflict of interest policy and financial statements available to the public upon request. The organization's most recent audited financial statements and form 990 are listed on the website.”