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. Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public Inspection
Name of the organization
COMMUNITY MEDICAL CENTER FOUNDATION
Employer identification number
36-3627205
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) 2013
Schedule A (Form 990 or 990-EZ) 2013
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) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
559,578
665,289
555,991
684,705
1,308,033
3,773,596
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
559,578
665,289
555,991
684,705
1,308,033
3,773,596
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)..
743,410
6
Public support. Subtract line 5 from line 4.
3,030,186
Section B. Total Support
Calendar year
(or fiscal year beginning in)
(a) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(f) Total
7
Amounts from line 4..
559,578
665,289
555,991
684,705
1,308,033
3,773,596
8
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...
60,319
77,491
65,092
132,828
52,549
388,279
9
Net income from unrelated business activities, whether or not the business is regularly carried on..
10
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..
11
Total support (Add lines 7 through 10).
4,161,875
12
Gross receipts from related activities, etc. (see instructions)
..................
12
468,030
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 2013 (line 6, column (f) divided by line 11, column (f))
.........
14
72.810 %
15
Public support percentage for 2012 Schedule A, Part II, line 14
...............
15
79.860 %
16a
33 1/3% support test—2013.
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—2012.
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—2013.
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—2012.
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) 2013
Schedule A (Form 990 or 990-EZ) 2013
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) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(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) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(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 2013 (line 8, column (f) divided by line 13, column (f))
.........
15
16
Public support percentage from 2012 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2013 (line 10c, column (f) divided by line 13, column (f))
......
17
18
Investment income percentage from 2012 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2013.
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—2012.
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) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 4
Part IV
Supplemental Information.
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) 2013
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.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public Inspection
Name of the organization
COMMUNITY MEDICAL CENTER FOUNDATION
Employer identification number
36-3627205
Return Reference
Explanation
FORM 990, PART III, LINE 3
DISCONTINUED MAJORITY OF FUNDRAISING EFFORTS, GIVEN COMMUNITY MEDICAL CENTER'S ANNOUNCEMENT OF INTENT TO BE SOLD TO A FOR-PROFIT ENTITY.
FORM 990, PART VI, SECTION A, LINE 4
PRIOR TO JULY 1, 2013, COMMUNITY MEDICAL CENTER FOUNDATION HAD HAD A SET OF BYLAWS IN PLACE SINCE 2002. THE PRIMARY DIFFERENCES ENACTED WITH THE AMENDED AND RESTATED BYLAWS EFFECTIVE JULY 1, 2013 AND THE 2002 VERSION ARE: - MEMBERSHIP CHANGED FROM ONE CLASS OF MEMBER, NOMINATED TO AND VOTED ON BY CMCF TRUSTEES; TO THE SOLE MEMBER BEING COMMUNITY MEDICAL CENTER, INC. - ANNUAL MEETING CHANGED FROM BEING HELD FOLLOWING THE END OF THE FISCAL YEAR OF JUNE 30 AND PRIOR TO THE ANNUAL YEAR END OF DECEMBER 31; TO BEING HELD IN OCTOBER FOLLOWING THE CORPORATION'S YEAR END, OR AT TIME DETERMINED TO BE CONVENIENT BY THE BOARD. - NUMBER OF TRUSTEES CHANGED FROM 70, WITH 13 CONSTITUTING A QUORUM; TO NOT LESS THAN SEVEN AND NO MORE THAN 15, WITH A QUORUM BEING A MAJORITY OF THOSE THEN IN OFFICE. ALSO, CMC WILL DESIGNATE AT LEAST TWO CMCF TRUSTEES TO SERVE AS EX OFFICIO VOTING MEMBERS ON THE CMC BOARD OF DIRECTORS, WITH AT LEAST ONE COMING FROM THE CMCF EXECUTIVE COMMITTEE. - NUMBER OF REGULAR MEETINGS CHANGED FROM TWO PER YEAR; TO AT LEAST FOUR PER YEAR. - OFFICER ROLES MORE SPECIFICITY OF OFFICER ROLES IS INCLUDED IN THE JULY 1, 2013 BYLAWS. - STANDING COMMITTEES CHANGED FROM EXECUTIVE, NOMINATING AND MEMBERSHIP, DEVELOPMENT AND FINANCE, PUBLIC RELATIONS, INVESTMENTS, MINERVA SOCIETY, SCHOLARSHIP/AWARDS, STRATEGIC PLANNING & ACTION, AND PLANNED GIVING, WITH SEVERAL NOTING A MINIMUM NUMBER OF MEMBERS; TO EXECUTIVE, FINANCE/INVESTMENTS, DEVELOPMENT & STEWARDSHIP, AND EDUCATION. - NEW ARTICLES IN THE JULY 1, 2013 BYLAWS, ARTICLES ARE NOW INCLUDED FOR CONFLICT OF INTEREST, VOLUNTEER SERVICES, INDEMNIFICATION, NONDISCRIMINATION AND MISCELLANEOUS (NOW WITH PROHIBITED FINANCIAL TRANSACTIONS AND ACTIVITIES, AND TRANSFER OR SALE OF MEMBER'S INTEREST). ANOTHER SET OF AMENDED AND RESTATED BYLAWS WERE MADE EFFECTIVE JANUARY 14, 2014. THE ONLY DIFFERENCES BETWEEN JULY 1, 2013 AND JANUARY 14, 2014 ARE: - ARTICLE III, SECTION 2 CHANGES FROM "THE BOARD SHALL BE COMPRISED OF NOT LESS THAN SEVEN (7) AND NO MORE THAN FIFTEEN (15) VOTING TRUSTEES (THE TRUSTEES"). SUCH TOTAL NUMBER OF VOTING TRUSTEES SHALL INCLUDE AT LEAST ONE (1) REPRESENTATIVE FROM THE BOARD OF DIRECTORS OF THE MEMBER WHO SHALL SERVE AS THE LIAISON BETWEEN THE BOARD AND THE BOARD OF DIRECTORS OF THE MEMBER, AND THE PRESIDENT/CHIEF EXECUTIVE OFFICER OF THE MEMBER. EACH OF THESE TWO (OR MORE) TRUSTEES SHALL SERVE AS EX OFFICIO, NON-VOTING TRUSTEES (THE "EX OFFICIO TRUSTEES") FOR AS LONG AS THEY HOLD THEIR RESPECTIVE POSITIONS."; TO "THE BOARD SHALL BE COMPRISED OF NOT LESS THAN SEVEN (7) AND NO MORE THAN FIFTEEN (15) VOTING TRUSTEES (THE TRUSTEES"). IN ADDITION TO THE TOTAL NUMBER OF VOTING TRUSTEES, THE BOARD SHALL INCLUDE AT LEAST ONE (1) REPRESENTATIVE FROM THE BOARD OF DIRECTORS OF THE MEMBER WHO SHALL SERVE AS THE LIAISON BETWEEN THE BOARD AND THE BOARD OF DIRECTORS OF THE MEMBER, AND THE PRESIDENT/CHIEF EXECUTIVE OFFICER OF THE MEMBER. EACH OF THESE TWO (OR MORE) TRUSTEES SHALL SERVE AS EX OFFICIO, NON-VOTING TRUSTEES (THE "EX OFFICIO TRUSTEES") FOR AS LONG AS THEY HOLD THEIR RESPECTIVE POSITIONS." - THE ADDITION OF PAGE 24 OF THE JANUARY 14, 2014 BYLAWS, A SPECIAL PROVISO (TO THE AMENDED AND RESTATED BYLAWS OF COMMUNITY MEDICAL CENTER FOUNDATION, INC.)
FORM 990, PART VI, SECTION A, LINE 6
THE SOLE MEMBER OF THE ORGANIZATION SHALL BE COMMUNITY MEDICAL CENTER, INC., A MONTANA NONPROFIT, PUBLIC BENEFIT CORPORATION.
FORM 990, PART VI, SECTION A, LINE 7A
THE BOARD OF TRUSTEES ARE ELECTED AND APPOINTED BY THE SOLE MEMBER.
FORM 990, PART VI, SECTION A, LINE 7B
COMMUNITY MEDICAL CENTER, AS SOLE MEMBER, SHALL HAVE THE FOLLOWING RESERVE POWERS: (A) TO ELECT THE TRUSTEES TO THE BOARD OF TRUSTEES AND THE OFFICERS OF THE CORPORATION AND TO REMOVE ANY TRUSTEE OR OFFICER OF THE CORPORATION (B) TO INITIATE AND APPROVE ANY PLAN OF MERGER, CONSOLIDATION OR DISSOLUTION INVOLVING THE CORPORATION (C) TO APPROVE ALL AMENDMENTS TO THE CORPORATION'S ARTICLES OF INCORPORATION AND BYLAWS (D) TO CONTINUOUSLY REVIEW AND MONITOR THE FINANCIAL CONDITION OF THE CORPORATION, INCLUDING THROUGH AN ANNUAL AUDIT (E) TO APPROVE THE ANNUAL BUDGET OF THE CORPORATION AND ALL MATERIAL DEVIATIONS FROM THE APPROVAL BUDGET (F) TO SET THE COMPENSATION, IF ANY, FOR ALL OF THE OFFICERS OF THE CORPORATION, INCLUDING THE VICE PRESIDENT OF FUND DEVELOPMENT (G) TO APPROVE ALL MISSION AND/OR VISION STATEMENTS AND ALL STRATEGIC OR LONG-TERM PLANS OF THE CORPORATION (H) TO APPROVE THE CREATION, ACQUISTION, DISPOSITION OR TERMINATION OF SUBSIDIARIES OR CONTROLLED AFFILIATES, AND ANY MERGERS, CONSOLIDATIONS, AND PERMANENT OR LONG-TERM AFFILIATIONS OF THE CORPORATION OR ANY OF ITS SUBSIDIARIES OR CONTROLLED AFFILIATES (I) TO APPOINT A CERTIFIED PUBLIC ACCOUNTANT (OR FIRM) TO PERFORM THE ANNUAL AUDIT OF THE CORPORATION'S STATEMENTS IN CONJUCTION WITH THE ANNUAL AUDIT OF THE MEMBER'S FINANCIAL STATEMENTS (J) TO APPROVE ANY AGREEMENT THAT OBLIGATES THE CORPORATION TO PAY OR INCUR LIABILITY OF MORE THAN $10,000, AND TO APPROVE ANY ENGAGEMENT THAT OBLIGATES THE CORPORATION TO PAY AN AMOUNT OR INCUR A LIABILITY NOT INCLUDED INTHE THEN CURRENT BUDGET OF THE CORPORATION, WHICH WAS APPROVED BY THE MEMBER (K) TO DETERMINE AND ENSURE COMPLIANCE WITH THE CORPORATION'S STATED CHARITABLE PURPOSES (L) TO INITIATE AND APPROVE, IN CONSULTATION WITH TEH BOARD, SUCH OPERATING POLICIES REGARDING THE CORPORATION'S ACTIVITIES, OPERATIONS, FINANCES AND ASSETS AS IT DEEMS NECESSARY OR APPROPRIATE FROM TIME TO TIME (M) TO BE RESPONSIBLE AND ACCOUNTABLE FOR MANAGEMENT OF THE CORPORATION'S UNRESTRICTED ASSETS; WITH RESPECT TO THE CORPORATION'S RESTRECTED ASSETS, MEMBER SHALL RETAIN OVERSIGHT AND APPROVAL RIGHTS OF THE BOARD'S AUTHORITY AND ACTIONS, THIS SHALL SPECIFICALLY INCLUDE THE RIGHT TO APPROVE THE DISBURSAL OF FUNDS BASED ON A REQUEST/RECCOMMENDATION FROM THE BOARD, AS WELL AS THE AUTHORITY TO HIRE OR ENGAGE THE SERVICES OF INDEPENDENT INVESTMENT PROFESSIONALS TO PROVIDE ADVICE AND GUIDANCE WITH RESPECT TO THE INVESTMENT OF THE CORPORATION'S FUNDS BASED ON POLICIES THEREFORE ADOPTED BY THE BOARD AND APPROVED BY THE MEMBER (N) THE MEMBER SHALL BE ACCOUNTABLE FOR THE CORPORATION'S OPERATING EXPENSES (O) THE MEMBER SHALL PROVIDE MEMBER'S EMPLOYEES (OR OTHERS WHO ARE UNDER DIRECT CONTROL AND DIRECTION OF MEMBER) TO STAFF THE CORPORATION, WHICH STAFF WILL BE UNDER THE DIRECTION AND CONTROL OF MEMBER, AND WHO WILL BE DELEGATED THE AUTHORITY TO MANAGE THE DAY-TO-DAY AFFAIRS OF THE CORPORATION SUBJECT TO THE TERMS OF THE BYLAWS (P) MEMBER WILL AS APPROPRIATE PROVIDE SUPPORT TO THE CORPORATION BY (I) ATTENDANCE AT AND SUPPORT OF CORPORATION EVENTS, AND (II) PROVIDING SUPPORT AND COORDINATION OF GRANT OPPORTUNITIES, DEVELOPMENT OF MAJOR GIFTS AND PROGRAM SPONSORSHIPS, PLANNED GIVING, MARKETING, AND EDUCATION OUTREACH (Q) TO NURTURE A PARTNERSHIP BETWEEN CORPORATION AND THE COMMUNITIES IT SERVES (R) TO PROMOTE THE PURPOSES AND INTERESTS OF CORPORATION, AND (S) TO CARRY OUT SUCH OTHER ACTIVITIES AS NECESSARY TO FURTHER THE CORPORATION'S NONPROFIT TAX EXEMPT STATUS.
FORM 990, PART VI, SECTION B, LINE 11
PRIOR TO FILING FORM 990 WITH THE IRS, THE FORM 990 AND RELATED SCHEDULES WILL BE REVIEWED AND DISCUSSED BY COMMUNITY MEDICAL CENTER FOUNDATION MANAGEMENT AND THEN SHARED WITH THE FULL BOARD OF TRUSTEES.
FORM 990, PART VI, SECTION B, LINE 12C
A CONFLICT OF INTEREST WILL BE PRESENT IF AN INDIVIDUAL KNOWS THAT HE/SHE OR A RELATED PARTY HAS A MATERIAL AFFILIATION WITH OR A MATERIAL FINANCIAL INTEREST IN THE ENTITY OR WITH THE INDIVIDUAL INVOLVED IN THE TRANSACTION, OR WILL OTHERWISE BENEFIT FINANCIALLY OR DERIVE A SIGNIFICANT PERSONAL BENEFIT AS A RESULT OF THE TRANSACTION. THE FOUNDATION WILL NOT PROCEED WITH THE FOLLOWING TRANSACTION IN WHICH A CONFLICT OF INTEREST IS PRESENT: AN INVESTMENT OR OTHER TRANSACTION THAT WILL GIVE RISE TO PAYMENT OF FEES, INCOME, OR PROFITS TO A TRUSTEE OR STAFF MEMBER, OR AN ENTITY IN WHICH ANY SUCH INDIVIDUAL HAS A MATERIAL FINANCIAL INTEREST. THIS PROVISION DOES NOT PREVENT AN INVESTMENT BY THE FOUNDATION IN AN ENTITY IN WHICH A TRUSTEE OR STAFF MEMBER IS ALSO AN INVESTOR IF THE BOARD, OR ITS REPRESENTATIVE, CONCLUDES AFTER DISCLOSURE OF RELEVANT FACTS THAT SUCH INVESTMENT BY THE FOUNDATION IS IN THE BEST INTERESTS OF THE FOUNDATION. IN ALL OTHER TRANSACTIONS INVOLVING A CONFLICT OF INTEREST, A DISINTERESTED DECISION-MAKER (THE TRUSTEE OR THE VICE-PRESIDENT, AS THE CASE MAY BE) WILL DETERMINE WHETHER PROCEEDING WITH THE TRANSACTION IS IN THE BEST INTERESTS OF THE FOUNDATION AFTER CONSIDERING ALL THE FACTS AND CIRCUMSTANCES. TRUSTEES AND STAFF WILL SIGN A DISCLOSURE FORM ANNUALLY TO: 1. ACKNOWLEDGE THAT THEY HAVE READ THIS POLICY; AND 2. DISCLOSE THE NAMES OF ANY ORGANIZATION OF WHICH THEY OR A RELATED PARTY HAVE OR HAVE HAD DURING THE PRECEDING THREE YEARS A MATERIAL AFFILIATION OR A MATERIAL FINANCIAL INTEREST. SUCH INDIVIDUALS WILL UPDATE THE FORM WHENEVER THEY ACQUIRE NEW AFFILIATIONS OR MAKE CHANGES TO EXISTING AFFILIATIONS. IN ADDITION, INDIVIDUALS WHO HAVE KNOWLEDGE OF ANY CONFLICT OF INTEREST THAT HAS NOT PREVIOUSLY BEEN DISCLOSED WILL NOTIFY THE VICE-PRESIDENT SO THAT APPROPRIATE ACTION CAN BE TAKEN. TRUSTEES AND STAFF WHO HAVE A CONFLICT OF INTEREST REGARDING A PROPOSED TRANSACTION SHOULD NOT VOTE ON OR APPROVE THE TRANSACTION. IN ADDITION, A STAFF MEMBER SHOULD NOT WORK ON THE TRANSACTION WHERE THE CONFLICT IS PRESENT AND, UNLESS ASKED BY ANOTHER TRUSTEE OR THE VICE-PRESIDENT, A STAFF MEMBER SHOULD NOT PARTICIPATE IN FORMAL OR INFORMAL DISCUSSIONS OF SUCH TRANSACTION. THE CHAIR OF THE BOARD OR THE CHAIR OF THE FINANCE/INVESTMENTS COMMITTEE, AS THE CASE MAY BE, IN CONSULTATION WITH THE VICE-PRESIDENT, WILL DETERMINE WHETHER A TRUSTEE OR STAFF MEMBER WITH A MATERIAL AFFILIATION SHOULD ALSO BE EXCUSED FROM THE MEETING WHEN THE MATTER IS BEING DISCUSSED. THE PROHIBITION AGAINST PARTICIPATION IN THE PROCESS DOES NOT APPLY WHEN AN INDIVIDUAL IS AFFILIATED WITH AN INDIVIDUAL/BUSINESS AT THE WRITTEN REQUEST OF THE FOUNDATION. ANY SUCH REQUEST MUST BE MADE BY THE VICE-PRESIDENT IN THE CASE OF A STAFF MEMBER AND APPROVED BY THE CHAIR OF THE BOARD IN THE CASE OF THE VICE-PRESIDENT. THE FOUNDATION WILL MAINTAIN A RECORD OF ACTIONS TAKEN WHEN THERE IS A CONFLICT OF INTEREST PRESENT WITH RESPECT TO ANY TRANSACTION. THE VICE-PRESIDENT WILL PROVIDE AN ANNUAL REPORT TO THE BOARD OF TRUSTEES REFLECTING ALL TRANSACTIONS IN WHICH THERE WAS A CONFLICT OF INTEREST AND THE ACTIONS TAKEN
FORM 990, PART VI, SECTION C, LINE 19
THE CMC FOUNDATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. THE FINANCIAL STATEMENTS ARE ALSO PUBLISHED IN THE ANNUAL RETURN AND MADE AVAILABLE ON CMC FOUNDATION'S WEBSITE.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.