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
2011
Open to Public Inspection
Name of the organization
JACKSON MEMORIAL FOUNDATION INC
Employer identification number
65-0077727
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 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 support?
Yes
No
Yes
No
Yes
No
Total
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2011
Schedule A (Form 990 or 990-EZ) 2011
Page 2
Part II
Support Schedule for Organizations Described in IRC 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) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
10,520,055
8,425,036
8,913,240
7,145,971
6,379,638
41,383,940
2
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3
The value of services or facilities furnished by a governmental unit to the organization without charge..
4
Total. Add lines 1 through 3..
10,520,055
8,425,036
8,913,240
7,145,971
6,379,638
41,383,940
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)..
2,485,715
6
Public Support. Subtract line 5 from line 4.
38,898,225
Section B. Total Support
Calendar year(or fiscal year beginning in)
(a) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(f) Total
7
Amounts from line 4..
10,520,055
8,425,036
8,913,240
7,145,971
6,379,638
41,383,940
8
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
381,290
246,651
129,258
91,340
99,786
948,325
9
Net income from unrelated business activities, whether or not the business is regularly carried on..
10
Other income. (Explain in Part IV.) Do not include gain or loss from the sale of capital assets..
11
Total support (Add lines 7 through 10).
42,332,265
12
Gross receipts from related activities, etc. (See instructions.)
..................
12
172,240
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 2010 (line 6 column (f) divided by line 11 column (f))
.........
14
91.890 %
15
Public Support Percentage for 2009 Schedule A, Part II, line 14
...............
15
93.490 %
16a
33 1/3% support test—2011.
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—2010.
If the organization did not check the 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—2011.
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—2010.
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) 2011
Schedule A (Form 990 or 990-EZ) 2011
Page 3
Part III
Support Schedule for Organizations Described in IRC 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) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(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) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(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 2011 (line 8 column (f) divided by line 13 column (f))
.........
15
16
Public support percentage from 2010 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2011 (line 10c column (f) divided by line 13 column (f))
......
17
18
Investment income percentage from 2010 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2011.
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—2010.
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) 2011
Schedule A (Form 990 or 990-EZ) 2011
Page 4
Part IV
Supplemental Information.
Supplemental Information. Complete this part to provide the explanation required by Part II, line 10; Part II, line 17a or 17b; or 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) 2011
Additional Data
Software ID:
Software Version:
-
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
2011
Open to Public Inspection
Name of the organization
JACKSON MEMORIAL FOUNDATION INC
Employer identification number
65-0077727
Identifier
Return Reference
Explanation
ORGANIZATION'S MISSION
FORM 990 - ORGANIZATION'S MISSION
JACKSON MEMORIAL FOUNDATION OPERATES EXCLUSIVELY TO SUPPORT JACKSON HEALTH SYSTEM A CODE SEC 170(B)(1)(A)(III)ORGANIZATION AND THE ONLY PUBLIC HOSPITAL IN MIAMI-DADE COUNTY, FLORIDA. THE MISSION OF JMF IS TO CONDUCT TRADITIONAL PHILANTHROPIC ACTIVITIES AND INDEPENDENTLY CREATE AND IMPLEMENT OTHER VISIONARY INITIATIVES THAT FINANCIALLY ASSIST JACKSON HEALTH SYSTEM IN ADVANCING ITS STATUS AS A WORLD-CLASS MEDICAL CENTER.
EXPLANATION ON VOLUNTEERS AND TYPES OF SERVICES OR BENEFITS
FORM 990, PAGE 1, PART I, LINE 6
THE ORGANIZATION ESTIMATES THE NUMBER OF VOLUNTEERS AS FOLLOWS: BOARD MEMBERS SERVING THE ORGANIZATION ON A VOLUNTEER BASIS = 35 INTERNATIONAL KIDS FUND VOLUNTEER BOARD MEMBERS = 8 VOLUNTEERS WHO ASSIST AT FUNDRAISING EVENTS AND PARTICIPATE IN EVENT PLANNING COMMITTEES THROUGHOUT THE YEAR = 5
ELECTION OF MEMBERS AND THEIR RIGHTS
FORM 990, PAGE 6, PART VI, LINE 7A
THE ORGANIZATION SHALL HAVE UP TO 45 VOTING DIRECTORS AND ONE NON-VOTING DIRECTOR. THE DIRECTORS SHALL BE COMPOSED OF THE FOLLOWING: (A) THE CHAIR, VICE-CHAIR, SECRETARY AND TREASURER OF THE CORPORATION. (B) THE IMMEDIATE PAST CHAIR OF THE CORPORATION. (C) UP TO 30 ELECTED DIRECTORS. (D) THE CHAIR OF THE GOLDEN ANGEL SOCIETY (E) THE PRESIDENT AND CEO OF THE JACKSON HEALTH SYSTEM (F) THE CHAIR OF THE MIAMI-DADE COUNTY PUBLIC HEALTH TRUST (G) THE CHAIRS OF THE AUXILIARY GROUPS (H) THE PRESIDENT AND CEO OF THE FOUNDATION WHO SHALL SERVE WITH NO VOTE. ELECTION AND TERM OF OFFICE: THE MEMBERS OF THE BOARD OF DIRECTORS WHO ARE ELECTED AS DIRECTORS SHALL BE DIVIDED INTO THREE GROUPS SO AS TO ROTATE ONE THIRD OF THE BOARD EACH YEAR. THE NUMBER OF DIRECTORS IN EACH GROUP SHALL BE AS NEARLY EQUAL AS POSSIBLE. AT EACH ANNUAL MEETING OF THE BOARD, THE SUCCESSORS OF THE ELECTED DIRECTORS WHOSE TERMS ARE EXPIRING SHALL BE ELECTED FOR A THREE YEAR TERM EXPIRING AT THE THIRD SUCCESSIVE ANNUAL MEETING OF THE BOARD. IF THE NUMBER OF ELECTED DIRECTORS IS CHANGED, ANY INCREASE OR DECREASE SHALL BE APPORTIONED AMONG THE CLASSES SO AS TO MAINTAIN THE NUMBER OF DIRECTORS IN EACH GROUP AS NEARLY EQUAL AS POSSIBLE, AND ANY ADDITIONAL DIRECTORS OF ANY GROUP ELECTED TO FILL A VACANCY RESULTING FROM AN INCREASE IN SUCH GROUP SHALL HOLD OFFICE FOR A TERM THAT SHALL COINCIDE WITH THE REMAINING TERM OF THAT GROUP, BUT IN NO CASE SHALL A DECREASE IN THE NUMBER OF DIRECTORS SHORTEN THE TERM OF ANY INCUMBENT DIRECTOR. EACH ELECTED DIRECTOR SHALL HOLD OFFICE UNTIL THE SUCCESSOR TO THE DIRECTOR SHALL BE DULY ELECTED, QUALIFIED AND SEATED, OR THE DIRECTOR'S EARLIER RETIREMENT, REMOVAL FROM OFFICE OR DEATH. EACH DIRECTOR SHALL SERVE FOR A TERM OF THREE YEARS, AND SHALL SERVE FOR A MAXIMUM OF THREE CONSECUTIVE TERMS OR A TOTAL OF NINE YEARS UNLESS SUCH TERM LIMITS ARE WAIVED BY A VOTE OF THE EXECUTIVE COMMITTEE OR ELECTED OFFICER. A PERSON WHO HAS SERVED FOR AT LEAST THREE CONSECUTIVE TERMS AS AN ELECTED DIRECTOR SHALL NOT BE ELIGIBLE FOR ELECTION OR RE-ELECTION AS A DIRECTOR FOR ONE YEAR. VOLUNTARY RETIREMENT: ANY DIRECTOR MAY RETIRE AT ANY TIME BY NOTIFYING THE CHAIR OR SECRETARY IN WRITING. SUCH RETIREMENT SHALL TAKE EFFECT AT THE TIME SPECIFIED IN THE NOTICE OF RETIREMENT. REMOVAL OF ELECTED DIRECTORS: ABSENCES: ANY ELECTED DIRECTOR WHO FAILS TO ATTEND WITHOUT AN EXCUSED ABSENCE 50% OF MEETINGS OF THE BOARD OF DIRECTORS, WHETHER REGULAR OR SPECIAL, WITHIN ANY 12 MONTH PERIOD SHALL AUTOMATICALLY BE REMOVED AS A DIRECTOR. DIRECTORS MUST REQUEST, ORALLY OR IN WRITING, PRIOR TO THE MISSED MEETING OR, IF NOT POSSIBLE, BEFORE THE NEXT MEETING, THROUGH THE CHAIR OF THE PRESIDENT, THAT THEIR ABSENCE BE EXCUSED. THE NATURE OF ABSENCES FOR DIRECTORS (WHETHER EXCUSED OR UNEXCUSED) SHALL BE ANNOUNCED BY THE CHAIR AT THE BEGINNING OF EACH MEETING AND SHALL BE RECORDED IN THE MINUTES. REINSTATEMENT: THE SECRETARY SHALL IN WRITING PROMPTLY NOTIFY DIRECTORS WHO HAVE BEEN AUTOMATICALLY REMOVED. ANY DIRECTOR SO REMOVED MAY REQUEST REINSTATEMENT BY DIRECTING A LETTER TO THE CHAIR AND THE PRESIDENT SETTING FORTH THE REASON FOR THE UNEXCUSED ABSENCES. THE REQUEST FOR REINSTATEMENT SHALL BE GRANTED ONLY UPON THE VOTE OF THE BOARD. REMOVAL: AT A MEETING OF THE BOARD, ANY ELECTED DIRECTOR MAY BE REMOVED, WITH OR WITHOUT CAUSE, BY A VOTE OF TWO-THIRDS OF THE DIRECTORS IN ATTENDANCE AT THE MEETING. NOTICE OF PROPOSED BOARD ACTION PURSUANT TO THIS PROVISION SHALL BE GIVEN TO EACH BOARD MEMBER NOT LESS THAN FOUR DAYS PRIOR TO THE MEETING AT WHICH SUCH ACTION IS TO BE CONSIDERED. VACANCIES: WHENEVER A VACANCY EXISTS ON THE BOARD OF DIRECTORS, WHETHER BY DEATH, RESIGNATION OR OTHERWISE, THE VACANCY MAY BE FILLED BY A MAJORITY VOTE OF THE REMAINING VOTING DIRECTORS, EVEN THROUGH THE REMAINING VOTING DIRECTORS CONSTITUTE LESS THAN A QUORUM, AT A REGULAR OR SPECIAL MEETING OF THE BOARD. ANY PERSON ELECTED TO FILL THE VACANCY OF A DIRECTOR SHALL HAVE THE SAME QUALIFICATIONS AS WERE REQUIRED OF THE DIRECTORS WHOSE OFFICE WAS VACATED. ANY PERSON ELECTED TO FILL A VACANCY ON THE BOARD OF DIRECTORS SHALL HOLD OFFICE FOR THE UNEXPIRED TERM OF SUCH PERSON'S PREDECESSOR IN OFFICE, SUBJECT TO THE SAME POWER OF REMOVAL STATED ABOVE. THE ORGANIZATION SHALL HAVE UP TO 45 VOTING DIRECTORS AND ONE NON-VOTING DIRECTOR. THE DIRECTORS SHALL BE COMPOSED OF THE FOLLOWING: (A) THE CHAIR, VICE-CHAIR, SECRETARY AND TREASURER OF THE CORPORATION. (B) THE IMMEDIATE PAST CHAIR OF THE CORPORATION. (C) UP TO 30 ELECTED DIRECTORS. (D) THE CHAIR OF THE GOLDEN ANGEL SOCIETY (E) THE PRESIDENT AND CEO OF THE JACKSON HEALTH SYSTEM (F) THE CHAIR OF THE MIAMI-DADE COUNTY PUBLIC HEALTH TRUST (G) THE CHAIRS OF THE AUXILIARY GROUPS (H) THE PRESIDENT AND CEO OF THE FOUNDATION WHO SHALL SERVE WITH NO VOTE. ELECTION AND TERM OF OFFICE: THE MEMBERS OF THE BOARD OF DIRECTORS WHO ARE ELECTED AS DIRECTORS SHALL BE DIVIDED INTO THREE GROUPS SO AS TO ROTATE ONE THIRD OF THE BOARD EACH YEAR. THE NUMBER OF DIRECTORS IN EACH GROUP SHALL BE AS NEARLY EQUAL AS POSSIBLE. AT EACH ANNUAL MEETING OF THE BOARD, THE SUCCESSORS OF THE ELECTED DIRECTORS WHOSE TERMS ARE EXPIRING SHALL BE ELECTED FOR A THREE YEAR TERM EXPIRING AT THE THIRD SUCCESSIVE ANNUAL MEETING OF THE BOARD. IF THE NUMBER OF ELECTED DIRECTORS IS CHANGED, ANY INCREASE OR DECREASE SHALL BE APPORTIONED AMONG THE CLASSES SO AS TO MAINTAIN THE NUMBER OF DIRECTORS IN EACH GROUP AS NEARLY EQUAL AS POSSIBLE, AND ANY ADDITIONAL DIRECTORS OF ANY GROUP ELECTED TO FILL A VACANCY RESULTING FROM AN INCREASE IN SUCH GROUP SHALL HOLD OFFICE FOR A TERM THAT SHALL COINCIDE WITH THE REMAINING TERM OF THAT GROUP, BUT IN NO CASE SHALL A DECREASE IN THE NUMBER OF DIRECTORS SHORTEN THE TERM OF ANY INCUMBENT DIRECTOR. EACH ELECTED DIRECTOR SHALL HOLD OFFICE UNTIL THE SUCCESSOR TO THE DIRECTOR SHALL BE DULY ELECTED, QUALIFIED AND SEATED, OR THE DIRECTOR'S EARLIER RETIREMENT, REMOVAL FROM OFFICE OR DEATH. EACH DIRECTOR SHALL SERVE FOR A TERM OF THREE YEARS, AND SHALL SERVE FOR A MAXIMUM OF THREE CONSECUTIVE TERMS OR A TOTAL OF NINE YEARS UNLESS SUCH TERM LIMITS ARE WAIVED BY A VOTE OF THE EXECUTIVE COMMITTEE OR ELECTED OFFICER. A PERSON WHO HAS SERVED FOR AT LEAST THREE CONSECUTIVE TERMS AS AN ELECTED DIRECTOR SHALL NOT BE ELIGIBLE FOR ELECTION OR RE-ELECTION AS A DIRECTOR FOR ONE YEAR. VOLUNTARY RETIREMENT: ANY DIRECTOR MAY RETIRE AT ANY TIME BY NOTIFYING THE CHAIR OR SECRETARY IN WRITING. SUCH RETIREMENT SHALL TAKE EFFECT AT THE TIME SPECIFIED IN THE NOTICE OF RETIREMENT. REMOVAL OF ELECTED DIRECTORS: ABSENCES: ANY ELECTED DIRECTOR WHO FAILS TO ATTEND WITHOUT AN EXCUSED ABSENCE 50% OF MEETINGS OF THE BOARD OF DIRECTORS, WHETHER REGULAR OR SPECIAL, WITHIN ANY 12 MONTH PERIOD SHALL AUTOMATICALLY BE REMOVED AS A DIRECTOR. DIRECTORS MUST REQUEST, ORALLY OR IN WRITING, PRIOR TO THE MISSED MEETING OR, IF NOT POSSIBLE, BEFORE THE NEXT MEETING, THROUGH THE CHAIR OR THE PRESIDENT, THAT THEIR ABSENCE BE EXCUSED. THE NATURE OF ABSENCES FOR DIRECTORS (WHETHER EXCUSED OR UNEXCUSED) SHALL BE ANNOUNCED BY THE CHAIR AT THE BEGINNING OF EACH MEETING AND SHALL BE RECORDED IN THE MINUTES. REINSTATEMENT: THE SECRETARY SHALL IN WRITING PROMPTLY NOTIFY DIRECTORS WHO HAVE BEEN AUTOMATICALLY REMOVED. ANY DIRECTOR SO REMOVED MAY REQUEST REINSTATEMENT BY DIRECTING A LETTER TO THE CHAIR AND THE PRESIDENT SETTING FORTH THE REASON FOR THE UNEXCUSED ABSENCES. THE REQUEST FOR REINSTATEMENT SHALL BE GRANTED ONLY UPON THE VOTE OF THE BOARD. REMOVAL: AT A MEETING OF THE BOARD, ANY ELECTED DIRECTOR MAY BE REMOVED, WITH OR WITHOUT CAUSE, BY A VOTE OF TWO-THIRDS OF THE DIRECTORS IN ATTENDANCE AT THE MEETING. NOTICE OF PROPOSED BOARD ACTION PURSUANT TO THIS PROVISION SHALL BE GIVEN TO EACH BOARD MEMBER NOT LESS THAN FOUR DAYS PRIOR TO THE MEETING AT WHICH SUCH ACTION IS TO BE CONSIDERED. VACANCIES: WHENEVER A VACANCY EXISTS ON THE BOARD OF DIRECTORS, WHETHER BY DEATH, RESIGNATION OR OTHERWISE, THE VACANCY MAY BE FILLED BY A MAJORITY VOTE OF THE REMAINING VOTING DIRECTORS, EVEN THROUGH THE REMAINING VOTING DIRECTORS CONSTITUTE LESS THAN A QUORUM, AT A REGULAR OR SPECIAL MEETING OF THE BOARD. ANY PERSON ELECTED TO FILL THE VACANCY OF A DIRECTOR SHALL HAVE THE SAME QUALIFICATIONS AS WERE REQUIRED OF THE DIRECTORS WHOSE OFFICE WAS VACATED. ANY PERSON ELECTED TO FILL A VACANCY ON THE BOARD OF DIRECTORS SHALL HOLD OFFICE FOR THE UNEXPIRED TERM OF SUCH PERSON'S PREDECESSOR IN OFFICE, SUBJECT TO THE SAME POWER OF REMOVAL STATED ABOVE.
DECISIONS SUBJECT TO APPROVAL OF MEMBERS
FORM 990, PAGE 6, PART VI, LINE 7B
THE AFFAIRS OF THE FOUNDATION SHALL BE MANAGED, AND ALL CORPORATE POWERS SHALL BE EXERCISED BY THE MEMBERS OF THE BOARD OF DIRECTORS. THE CHAIR AND, IN HIS ABSENCE, THE VICE CHAIR AND/OR PRESIDENT AND CEO SHALL EXECUTE CONTRACTS WHICH ARE WITHIN THE FOUNDATION'S BUDGET OR HAVE BEEN OTHERWISE AUTHORIZED BY THE BOARD OR THE EXECUTIVE COMMITTEE, AS WELL AS INSTRUMENTS AND DOCUMENTS ON BEHALF OF THE FOUNDATION. ANY CONTRACT INVOLVING CONSIDERATION OF 100,000 OR MORE MUST BE EXECUTED BY THE CHAIR OR VICE CHAIR. THE BOARD, EXCEPT AS REQUIRED BY LAW, THE ARTICLES OF INCORPORATION, OR THE BYLAWS, MAY AUTHORIZE ANY OTHER OFFICERS OR AGENTS OF THE FOUNDATION, IN ADDITION TO THE OFFICERS SO AUTHORIZED BY THE BYLAWS, TO ENTER INTO ANY CONTRACTS OR EXECUTE AND DELIVER ANY INSTRUMENT OR DOCUMENTS IN THE NAME OF AND ON BEHALF OF THE FOUNDATION AND SUCH AUTHORITY MAY BE GENERAL OR CONFINED TO SPECIFIC INSTANCES. ALL CHECKS, DRAFTS, LOANS, OR OTHER ORDERS FOR THE PAYMENT OF MONEY, NOTES, OR OTHER EVIDENCE OF INDEBTEDNESS ISSUED IN THE NAME OF THE FOUNDATION SHALL BE SIGNED BY SUCH OFFICER OR OFFICERS, AGENT OR AGENTS OF THE FOUNDATION AND IN SUCH MANNER AS DETERMINED BY THE BOARD. IN THE ABSENCE OF SUCH A DETERMINATION, SUCH INSTRUMENTS SHALL BE SIGNED BY THE TREASURER AND COUNTERSIGNED BY THE PRESIDENT AND CEO. ALL FUNDS OF THE FOUNDATION SHALL BE DEPOSITED AND/OR INVESTED TO THE CREDIT OF THE FOUNDATION IN FINANCIAL INSTITUTIONS SELECTED BY THE BOARD. THE BOARD MAY ACCEPT ON BEHALF OF THE FOUNDATION ANY CONTRIBUTIONS, GIFTS, BEQUESTS OR DEVISE FOR GENERAL OR FOR SPECIAL PURPOSE OF THE FOUNDATION, AND MAY ACCEPT IN KIND PERSONAL SERVICE IN ITS DISCRETION. THE BOARD MAY ELECT OR APPOINT ANY PERSON OR PERSONS TO ACT IN AN ADVISORY CAPACITY TO THE FOUNDATION. THE BOARD SHALL REVIEW AND EITHER APPROVE OR MODIFY AND APPROVE THE FOUNDATIONS ANNUAL BUDGET PRIOR TO THE BEGINNING OF THE FISCAL YEAR FOR WHICH IT APPLIES. THE BOARD MAY ALTER, AMEND OR REPEAL ANY NEW BYLAWS BY A TWO THIRDS VOTE. THE BOARD OF DIRECTORS BY A MAJORITY VOTE MAY AUTHORIZE THE FORMATION OF AUXILIARY ORGANIZATIONS TO ASSIST IN THE FULFILLMENT OF THE PURPOSE OF THE FOUNDATION.
OFFICERS WHO CANNOT BE REACHED
FORM 990, PAGE 6, PART VI, LINE 9
ROLANDO RODRIGUEZ 9 ISLAND AVE APT 507 MIAMI BEACH, FL 33139 THOMAS SCHRAMM 14840 SW 144 TERRACE MIAMI, FL 33196
ORGANIZATION'S PROCESS USED TO REVIEW FORM 990
FORM 990, PAGE 6, PART VI, LINE 11B
A DRAFT COPY OF FORM 990 IS SUBMITTED TO THE MEMBERS OF THE EXECUTIVE COMMITTEE FOR REVIEW. AFTER THEIR REVIEW AND APPROVAL THE RETURN IS SUBMITTED TO THE IRS.
ENFORCEMENT OF CONFLICTS POLICY
FORM 990, PAGE 6, PART VI, LINE 12C
THE POLICY REQUIRES ALL DIRECTORS TO ANNUALLY SIGN A CONFLICT OF INTEREST CERTIFICATE AS A CONDITION OF MEMBERSHIP ON THE BOARD OF DIRECTORS. UPON AT LEAST FOUR DAYS WRITTEN NOTICE TO THE DIRECTOR INVOLVED, THE BOARD SHALL HAVE AUTHORITY TO DETERMINE IF A CONFLICT EXISTS AND TAKE APPROPRIATE REMEDIATION ACTION. A DIRECTOR HAVING A CONFLICT OF INTEREST OR A CONFLICT OF RESPONSIBILITY ON ANY MATTER INVOLVING THE CORPORATION AND ANY OTHER BUSINESS OR PERSON, SHALL REFRAIN FROM VOTING ON SUCH MATTER. NO DIRECTOR SHALL USE HIS OR HER POSITION AS A DIRECTOR OF THE CORPORATION FOR HIS OR HER OWN INDIRECT FINANCIAL GAIN. AS AN ADDITIONAL ASSURANCE, THE AUDIT COMMITTEE ADOPTED IN DECEMBER 2009 A NEW PROCEDURE WHICH STATES THAT AS A MATTER OR DUE COURSE OF THE YEARLY AUDIT THE INDEPENDENT AUDITORS ARE TO OBTAIN A WRITTEN CONFIRMATION FROM ALL OFFICERS AND DIRECTORS REAFFIRMING THEIR COMPLIANCE WITH THE CONFLICT OF INTEREST POLICY. FOR FISCAL YEAR ENDED SEPTEMBER 30, 2012 ALL OFFICERS AND DIRECTORS REAFFIRMED THEIR COMPLIANCE WITH THE POLICY. ALL EMPLOYEES MUST SIGN A CONFLICT OF INTEREST STATEMENT UPON BEING HIRED. SHOULD A POTENTIAL CONFLICT ARISE THEN THE POLICY REQUIRES THEY BRING IT TO THE ATTENTION OF THE HUMAN RESOURCES DEPARTMENT. SHOULD AN UNDISCLOSED CONFLICT ARISE THEN HR WOULD INVESTIGATE AND MAKE A DETERMINATION.
COMPENSATION PROCESS FOR TOP OFFICIAL
FORM 990, PAGE 6, PART VI, LINE 15A
COMPENSATION FOR THE CEO IS DETERMINED BY THE EMPLOYMENT PRACTICES COMMITTEE, WHICH BRINGS A RECOMMENDATION TO THE BOARD FOR APPROVAL. THE COMMITTEE BENCHMARKS COMPENSATION FOR SIMILAR POSITIONS IN THE LOCAL MARKET.
COMPENSATION PROCESS FOR OFFICERS
FORM 990, PAGE 6, PART VI, LINE 15B
THE COMPENSATION FOR KEY EMPLOYEES IS REVIEWED AND ESTABLISHED BY THE EMPLOYMENT PRACTICES COMMITTEE APPOINTED BY THE BOARD OF DIRECTORS. THE COMMITTEE BENCHMARKS COMPENSATION FOR SIMILAR POSITIONS IN THE LOCAL MARKET.
GOVERNING DOCUMENTS DISCLOSURE EXPLANATION
FORM 990, PAGE 6, PART VI, LINE 19
ANNUAL AUDIT REPORT IS AVAILABLE UPON REQUEST.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.