Hawaii Organ Procurement Organization

“The board of directors has an executive committee consisting of the officers of the board and the immediate past chair of the board. The executive committee has all power and authority of the board of directors to act in urgent or emergent situations on behalf of the board, and reports to the board regarding actions taken at the next regularly scheduled meeting to ensure accountability of the executive committee to the board, except that the executive committee does not have the power to do any of the following: 1. Approve the organization's dissolution or merger or the sale, pledge, or transfer of all or substantially all of the organization's assets; 2. Elect, appoint, or remove directors or fill vacancies on the board or any of its committees; 3. Amend, alter or repeal any resolution of the board of directors; 4. Adopt, amend, or repeal the articles of incorporation or by-laws; 5. Make an expenditure or incur any obligation by or on behalf of the organizationat any one time involving a sum in excess of $100,000, including by any lease or installment contract where the total amount of all future payments exceeds $100,000; or 6. Approve a transaction or contract which involves, directly or indirectly, a member of the board of directors.”

“Prior to filing, a draft of the form 990 was reviewed by the president and chief executive officer, then provided to all members of the board of directors.”

“The conflict of interest policy considers all directors, officers and members of a committee with board delegated powers who have a direct or indirect financial interest as an interested person. Interested persons must complete a disclosure form annually and anytime actual or possible conflicts of interest may occur. Interested persons must disclose the existence of his or her financial interest and all material facts to the board of directors and members of committees with board delegated powers. After disclosure by the interested person, the determination of a conflict is discussed and voted on. If a conflict of interest exists the interested person may make a presentation regarding the transaction or the chairperson may appoint a disinterested person to investigate alternatives to the transaction.”

“The executive committee evaluates the president and chief executive officer's compensation. The executive committee uses a national salary survey that is completed by all organ procurement organizations to determine salary ranges for the industry. Compensation grades and ranges are determined by using local and national salary surveys as well as the annual association of organ procurement organization survey and reflect experience, training and scope of job and organizational responsibilities. A recommendation is made to the executive committee who determines the president and chief executive officer's compensation. The process last included review and approval by independent persons, comparability data and contemporaneous substantiation in 2024. The president and chief executive officer is responsible for performing annual evaluations and approving compensation for all other employees. The process last included comparability data and contemporaneous substantiation in 2024.”

“The organization's governing documents, conflict of interest policy, and financial statements are available to the public upon request at the organization's office.”