America'S Blood Centers

“Voting rights were changed to be limited to active members. A member's votes will equal the percentage of their dues, rounded up to the next whole number. The sum of the individual number votes constitutes the total number of votes. Board of directors were changed from consisting of no more than nine (9) or more than ten (10) persons serving to no more than nine (9) or more than twelve (12) persons serving as at-large directors, the chief executive director/assistant secretary, and the president of the adrp divison advisory board and the chair of the abc foundation. The finance committee is now designated to review the abc and fabc corporate irs form 990s and provide recommendations regarding approval to the respective board of directors. The adrp advisory board has been established within abc for the purpose of strategic alignment, providing high member value and reducing duplication in the industry.”

“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.”

“Active members elect three to four, at-large directors every year to a three year term. Of these directors elected, one must represent a small size member; one must represent a middle size member and one a large size member. Active members approve slate of officers and have power to enlarge or curtail the duties of the officers.”

“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 finance committee reviews the 990 and makes recommendation regarding approval to the board of directors. The form 990 is prepared by an outside accounting firm.”

“All committee members of america's blood centers ("abc") are expected to act with honesty and integrity avoiding actual or apparent conflicts of interest. Committee members are also expected to preserve the confidentiality of confidential information and not disclose such information or use it for unintended purposes. Abc's policies are as follows: first, although it is not always possible to avoid 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. Second, 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. Third, a committee member shall not vote or act in any matter wherein personal benefit may inure (a "personal benefit" conflict of interest). Further, any committee member shall publicly disclose such personal benefit conflict of interest in any meeting and at the earliest possible opportunity during consideration of such matter. Generally, an abc committee member can serve on the board of directors of another corporation. However, if the other corporation is or might be a competitor with abc or its members, the committee member must seek approval of the abc staff liaison prior to such service in compliance with the conflict of interest policy. Members are required to certify that they agree to and will follow the conflict of interest and confidentiality policy. Members agree that violation of this policy can be considered good cause for removal from an america's blood center committee (without limiting others remedies available to america's blood center). Members further certify that they are what conflicts they are presently aware of and will update their disclosure as appropriate.”

“The board of directors goes through an extensive review process each year to determine the chief executive director(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 2016. The ceo 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 most recent year this was completed was 2016.”

“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 is listed on the website.”

“Close-out of blood counts llc, a wholly owed subsidiary. Program was divested and assets were transferred to abc for distribution to aim participants.”