Department of the Treasury Internal Revenue Service
Public Charity Status and Public Support
Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.
Attach to Form 990 or Form 990-EZ. See separate instructions.
OMB No. 1545-0047
2012
Open to Public Inspection
Name of the organization
AMERICAN BRAIN FOUNDATION
Employer identification number
41-1717098
Part I
Reason for Public Charity Status
(All organizations must complete this part.) See instructions.
The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of
its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses
acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)
10
11
e
By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).
f
If the organization received a written determination from the IRS that it is a Type I, Type II, or Type III supporting organization, check this box
..................................................
g
Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons?
(i) A person who directly or indirectly controls, either alone or together with persons described in (ii)
Yes
No
and (iii) below, the governing body of the supported organization?
................
11g(i)
(ii)
A family member of a person described in (i) above?
......................
11g(ii)
(iii)
A 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
h
Provide the following information about the supported organization(s).
(i) Name of supported organization
(ii) EIN
(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions))
(iv) Is the organization in col. (i) listed in your governing document?
(v) Did you notify the organization in col. (i) of your support?
(vi) Is the organization in col. (i) organized in the U.S.?
(vii) Amount of monetary support
Yes
No
Yes
No
Yes
No
Total
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 2
Part II
Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the
organization failed to qualify under Part III. If the organization fails to
qualify under the tests listed below, please complete Part III.)
Section A. Public Support
Calendar year (or fiscal year beginning in)
(a) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
3,882,335
5,009,277
2,959,621
2,347,525
3,937,398
18,136,156
2
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
0
0
0
0
0
0
3
The value of services or facilities furnished by a governmental unit to the organization without charge..
0
0
0
0
0
0
4
Total. Add lines 1 through 3
3,882,335
5,009,277
2,959,621
2,347,525
3,937,398
18,136,156
5
The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included
on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6,868,268
6
Public support. Subtract line 5 from line 4.
11,267,888
Section B. Total Support
Calendar year
(or fiscal year beginning in)
(a) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(f) Total
7
Amounts from line 4..
3,882,335
5,009,277
2,959,621
2,347,525
3,937,398
18,136,156
8
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...
52,744
21,465
15,900
18,757
24,204
133,070
9
Net income from unrelated business activities, whether or not the business is regularly carried on..
1,918
3,582
2,572
0
0
8,072
10
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..
0
0
0
0
0
0
11
Total support (Add lines 7 through 10).
18,277,298
12
Gross receipts from related activities, etc. (see instructions)
..................
12
3,512,986
13
First five years.
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here........................................
Section C. Computation of Public Support Percentage
14
Public support percentage for 2012 (line 6, column (f) divided by line 11, column (f))
.........
14
61.650 %
15
Public support percentage for 2011 Schedule A, Part II, line 14
...............
15
58.888 %
16a
33 1/3% support test—2012.
If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization
.......................
b
33 1/3% support test—2011.
If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization
.....................
17a
10%-facts-and-circumstances test—2012.
If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization
.....................................................
b
10%-facts-and-circumstances test—2011.
If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported organization
................................................
18
Private foundation.
If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions
.....................................................
Schedule A (Form 990 or 990-EZ) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 3
Part III
Support Schedule for Organizations Described in Section 509(a)(2) (Complete only if you checked the box on line 9 of Part I or if the organization
failed to qualify under Part II. If the organization fails to qualify under
the tests listed below, please complete Part II.)
Section A. Public Support
Calendar year (or fiscal year beginning in)
(a) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2
Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3
Gross receipts from activities that are not an unrelated trade or business under section 513..
4
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5
The value of services or facilities furnished by a governmental unit to the organization without charge..
6
Total. Add lines 1 through 5.
7a
Amounts included on lines 1, 2, and 3 received from disqualified persons...
b
Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c
Add lines 7a and 7b..
8
Public support (Subtract line 7c from line 6.)
Section B. Total Support
Calendar year (or fiscal year beginning in)
(a) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(f) Total
9
Amounts from line 6...
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c
Add lines 10a and 10b.
11
Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
..
13
Total support. (Add lines 9, 10c, 11, and 12.)..
14
First five years.
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.............................................
Section C. Computation of Public Support Percentage
15
Public support percentage for 2012 (line 8, column (f) divided by line 13, column (f))
.........
15
16
Public support percentage from 2011 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2012 (line 10c, column (f) divided by line 13, column (f))
......
17
18
Investment income percentage from 2011 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2012.
If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
........
b
33 1/3% support tests—2011.
If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
.....
20
Private foundation.
If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions
.....
Schedule A (Form 990 or 990-EZ) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 4
Part IV
Supplemental Information.
Complete this part to provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
Explanation
Schedule A (Form 990 or 990-EZ) 2012
Additional Data
Software ID:
12000197
Software Version:
v1.00
-
TIN:
SCHEDULE O (Form 990 or 990-EZ)
Department of the Treasury Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ
Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
Attach to Form 990 or 990-EZ.
OMB No. 1545-0047
2012
Open to Public Inspection
Name of the organization
AMERICAN BRAIN FOUNDATION
Employer identification number
41-1717098
Identifier
Return Reference
Explanation
F990_P03_S00_L01
Form 990, Part III, Line 1
Over the past 20 years the American Brain Foundation, previously operating as the American Academy of Neurology Foundation, has raised more than $16 million for research and has supported more than 110 researchers. However, every year gifted researchers and cutting-edge projects go unfunded. The Foundation identified a need to extend its reach to meet the needs and challenges associated with brain diseases and funding for cures. The Board of Trustees therefore adopted a new mission statement in February 2012. These efforts were a part of the American Brain Foundation's strategic planning process conducted in 2011 and 2012.
F990_P06_S0A_L02
Form 990, Part VI, Section A, Line 2
Timothy Engel and Catherine Rydell each have a business relationship with Christine Phelps, Susan Dunlop and Shari Mathewson as they are each are offices of the entity that employs all five individuals.
F990_P06_S0A_L04
Form 990, Part VI, Section A, Line 4
The Board of Trustees amended the Foundation's bylaws on August 6, 2012. The material amendments include: 1) Inclusion of the new mission statement as approved by the Board of Trustees in February 2012; 2) Minimum requirement of 16 members of the Board of Trustees changed to a minimum of 5; 3) From reading past iterations of the Foundation's bylaws, the IRS and auditors often interpreted "Academy Trustees" to mean only members of the American Academy of Neurology (AAN) Board of Directors and therefore construed the AAN Board of Directors as having a controlling interest in the governance of the Foundation. This language was amended to better explain and reflect the actual relationship of the AAN and Foundation as being separate, independent organizations. Additionally, past iterations of the bylaws were interpreted as AAN having control over the Foundation due to an unintended consequence of establishing a joint (AAN and Foundation) nominations process in 2010 for selection of Foundation trustees. This was not an accurate reflection of the Foundation being a separate, independent organization. Therefore, the entire nominations committee is now selected by the Foundation's Chair and the committee's proposed slate of nominees is reviewed and approved by the Foundation Board of Trustees; 4) The Immediate Past President of the AAN will no longer serve as an ex-officio Trustee with full voting rights. This amendment took effect April 17, 2013, (the end of the incumbent's term); 5) The Board of Trustees may now elect a person of prominence who has exhibited outstanding commitment to the mission of the Foundation to serve as an Honorary Trustee. Honorary Trustees shall serve at the pleasure of the Board. Honorary Trustees may resign at any time with written notice to the Chair. Honorary Trustees shall not be considered members/directors of the Board of Trustees within the meaning of the Minnesota Nonprofit Corporation Act (MN Stat. Chapter 317A) and the bylaws or be subject to the duties assigned thereby on members/directors, and shall not have the privilege of voting or of holding any office which is filled by election or appointment from among the members of the Board of Trustees; 6) The Chair of the Board of Trustees may now be elected from either the AAN Member or Public Trustees; 7) There will only be one Vice Chair, rather than two. This amendment was effective March 30, 2013, (the end of the incumbents' terms); 8) In addition, amendments for clarity and simplification where made.
F990_P06_S0A_L07a
Form 990, Part VI, Section A, Line 7a
The American Academy of Neurology's President and President-Elect serve on the board of the Foundation as Ex-Officio Trustees with full voting rights. The Foundation Board of Trustees amended the by-laws on August 6, 2012, to repeal the Immediate Past President of the AAN serving as an ex-officio Trustee with full voting rights. This amendment took effect April 17, 2013, (the end of the incumbent's term).
F990_P06_S0B_L11b
Form 990, Part VI, Section B, Line 11b
The CFO and Controller undertook extensively review the draft Form 990 as initially prepared by the Finance Business Manager. Their review was thereafter augmented by exempt organizations Tax/Legal Counsel. This Form 990 was then presented to the Audit Committee by the CFO and other members of the management team. The Audit Committee reviewed the Form 990 and identified any agreed upon changes to be made. In line with Minnesota Law, the final Form 990 was approved by the Board of Trustees; thereafter, the final as-filed Form 990 will be brought to the Board for discussion at the next regularly scheduled full meeting of the Board of Trustees. At that time, the completed overview of this Form 990 will be provided to the Board by the CFO.
F990_P06_S0B_L12c
Form 990, Part VI, Section B, Line 12c
The Foundation's conflict of interest policy covers individuals serving as an officer, director, committee member, or other positions of official responsibility or leadership. All covered individuals are required to complete a relationship disclosure statement annually, or as changes in personal circumstances occur. The statements are reviewed and actions determined according to the Foundation's hierarchy based on position; or by the Executive Committee if a resolution cannot be made. Potential conflicts are handled on an individual basis. Actions taken depend on the severity of the conflict which include no action required, on-going monitoring with appropriate disclosure, or withdrawal from the conflicting relationship. Conflict of interest proceedings are documented in meeting minutes or as appropriate.
F990_P06_S0B_L15
Form 990, Part VI, Section B, Line 15
In 2012, the Foundation's Executive Director was leased to the Foundation from the American Academy of Neurology. The American Academy of Neurology's Board of Directors utilizes a Compensation Committee to set compensation for the Executive Director; that Committee employs the procedures inquired of here and last set compensation amounts in 2012. The Executive Director is charged with setting compensation for employed Officers and Key Employees and in doing so, compensation survey results are utilized.
F990_P06_S0C_L19
Form 990, Part VI, Section C, Line 19
The Foundation makes its financial statements and bylaws available to the public on its website. The Foundation does not make its other governing documents (e.g., articles of incorporation) nor its COI policy available to the public.
F990_P07_S0A_L05
Form 990, Part VII, Section A, Line 5
The amounts reported for the five "paid" individuals here are provided by an "unrelated organization" (for Form 990 purposes), American Academy of Neurology, and represent dollar value of compensation and benefits provided by that entity for services the individuals provide to this organization. Their time is recorded (and is used as the basis for reimbursement by the filer) pursuant to a shared resources agreement. Accordingly, Q. 5 is answered "yes" and Schedule J completion is provided.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.