Choc Foundation

“Members or stockholders the sole member of choc foundation is children's healthcare of california (chc).”

“Persons who may elect member of the governing body directors of choc foundation shall be elected annually by the member, based on the nomination (s) provided by choc foundation's board of directors.”

“The governing body's decisions subject to approval the approval of the member shall be required with respect to any of the following actions: (1) changing the purposes and powers of choc foundation; (2) obligating choc foundation to undertake any capital expenditure in excess of $1,000,000; (3) adopting choc foundation's annual operating and capital budgets; (4) adopting a long-term capital budget; (5) buying, selling, leasing, mortgaging, pledging, or otherwise hypothecating any real property; (6) incurring any indebtedness in excess of $5,000,000; (7) obligating choc foundation to act as guarantor with respect to any debt of any person or other entity; (8) accepting any donation which is conditioned upon choc foundation's undertaking any unbudgeted capital expenditure in excess of $5,000,000 or any unbudgeted expenditure in excess of $5,000,000; (9) entering into any contract which involves any of the following: (a) any financial obligation on the part of choc foundation in an amount in excess of $5,000,000, (b) any purpose or activity which is outside the scope of choc foundation's ordinary course of business, or (c) a term in excess of five years (unless the contract is terminable at will); (10) involving choc foundation in any merger, acquisition, corporate restructuring, or formal affiliation; (11) involving choc foundation as a member, shareholder, or partner in any new corporation, partnership, or other legal entity; (12) dissolving choc foundation; (13) entering into any transaction involving the sale, lease, conveyance, exchange, transfer or other disposition of all or substantially all of choc foundation's assets; (14) amending choc foundation's articles of incorporation; (15) adopting new bylaws or amending existing bylaws, in the event that such action would affect any of the member's rights under the bylaws or as provided by applicable law.”

“Process of review prior to filing, the tax return and related schedules are provided to the executive compensation committee, an empowered board committee delegated with this authority. The chief financial officer reviews the materials with the committee prior to filing the return. Prior to the filing of the form 990 with the internal revenue service, a complete copy of the final form 990 is also shared electronically with all board members via director's desk, a secure web site that provides a confidential and secure access for all board materials to our board members”

“Process of determining compensation of the ceo and officers the compliance officer is charged with monitoring proposed or ongoing transactions for conflicts of interest and addressing any potential or actual conflicts. Pursuant to the conflict of interest policy, an annual conflict of interest questionnaire, aimed at determining any family and business relationships and transactions or other transactions that may pose a potential conflict, is distributed to all covered persons (i.e., board members, officers and executive leadership). Covered persons are required to disclose real or potential conflicts at the time when such conflicts arise. When an individual becomes a covered person and annually thereafter, each covered person is required to sign a statement affirming that he/she: (1) has received a copy of the conflict of interest policy and understands said policy; (2) has read the policy and understands said policy; and (3) agrees to comply with all requirements of the policy, including completing the conflict of interest questionnaire. The completed questionnaires are reviewed by the compliance officer and any persons with actual or potential conflicts are contacted via written communication. The procedures for addressing any conflict of interest may include but are not limited to the following: (1) the conflicting interest is fully disclosed to the board of directors; (2)the interested person responds to factual questions related to the conflict, the substance of the transaction or the arrangement being considered; (3) the person with the conflict of interest is excluded from any discussion or approval of such transaction; (4) if applicable alternatives to the proposed transaction are investigated, competitive bids or comparable valuations are obtained; and (5) the transaction or action must be approved by a majority of disinterested persons.”

“Process of determining compensation of the ceo and other officers an independent board committee of chc charged with the duties of the compensation committee, whose members are disinterested and independent, is in place with a written compensation committee charter. This committee annually retains an independent healthcare compensation consulting firm to provide relevant comparability data and other compensation studies. The ceo, officers and executive management salaries, incentives and benefits, as well as overall compensation philosophy and policies, are discussed with the independent consultant representatives and the compensation committee members, in person, in closed sessions with no staff members present. This annual review was last performed in november 2022. All comparative market data, such as annual compensation survey comprised of a peer group of comparably-sized pediatric hospitals, is well documented and there are minutes from these meetings that document the members present and voting, the comparative data used and how it was obtained and the deliberations and decisions of the committee. The results and recommendations from the committee are shared in an executive session with the chc board of directors.”

“Disclosure copy - form 990, part vi, section c, line 19 while federal tax laws do not mandate that the organization's governing documents, conflict of interest policy and financial statements be made available for public inspection, the organization makes its financial statements available upon request.”

“Information regarding common paymaster children's hospital of orange county (choc) acts as a common paymaster, issuing forms w-2 and 1099 on behalf of choc foundation. Choc foundation has 65 employees, however because of the common paymaster arrangement resulting in the forms w-2 being issued under choc's employer identification number, there are no w-2s issued directly by choc foundation.”

“Change in value of split-interest agreements 20,625.”