Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| Form 990, Part VI, Line 6: Explanation of Classes of Members or Shareholder | THE ORGANIZATION HAS FOUR ORGANIZATIONAL MEMBERS WHICH ARE THE FOUR LOCAL CALIFORNIA CHAPTERS OF DISTRICT IX OF THE NATIONAL AMERICAN ACADEMY OF PEDIATIRICS. THE BYLAWS PROVIDE AS FOLLOWS:SECTION 5.01. STATUTORY MEMBERSTHE CORPORATION SHALL NOT HAVE ANY STATUTORY MEMBERS WITHIN THE MEANING OF SECTION 5056 OF THE CALIFORNIA CORPORATIONS CODE.SECTION 5.02. NON-STATUTORY MEMBERSALL CALIFORNIA CHAPTERS (i.e., CONSTITUENT CORPORATE MEMBERS OF DISTRICT IX) OF THE AMERICAN ACADEMY OF PEDIATRICS ("AAP"), A NONPROFIT CORPORATION ORGANIZED UNDER THE LAWS OF THE STATE OF ILLINOIS, ARE ELIGIBLE FOR NON-STATUTORY (i.e., NON-VOTING) MEMBMERSHIP IN THIS CORPORATION, SUBJECT TO ADMISSION TO MEMBERSHIP BY APPROVAL OF THIS CORPORATION'S BOARD OF DIRECTORS. UPON ADMISSION TO MEMBERSHIP, SUCH CHAPTER'S PRESIDENT AND VICE PRESIDENT SHALL BECOME APPOINTED MEMBERS OF THIS CORPORATION'S BOARD OF DIRECTORS BY DESIGNATION (SEE SECTION 6.03 OF THIS BYLAWS). MEMBERS OF THIS CORPORATION ARE NOT MEMBERS WITHIN THE MEANING OF SECTION 5056 OF THE CALIFORNIA CORPORATIONS CODE, BUT SHALL BE REFERRED TO AS "MEMBERS" IN THE BYLAWS.SECTION 5.03. EXISTING MEMBERS.AS OF THE DATE OF ADOPTION OF THESE BYLAWS, THE CORPORATION HAS FOUR MEMBERS:(1) CALIFORNIA CHAPTER 1, AMERICAN ACADEMY OF PEDIATRICS OF DISTRICT IX OF THE AAP, ALSO KNOWN AS THE NORTHERN CALIFORNIA CHAPTER (SAN RAFAEL, CALIFORNIA);(2) CHAPTER 2 OF DISTRICT IX OF THE AAP, ALSO KNOWN AS THE LOS ANGELES COUNTY, CENTRAL COAST AND INLAND EMPIRE CHAPTER (INGLEWOOD, CALIFORNIA);(3) CHAPTER 3 OF DISTRICT IX OF THE AAP, ALSO KNOWN AS THE SAN DIEGO COUNTY CHAPTER (SAN DIEGO, CALIFORNIA); AND(4) CHAPTER 4 OF DISTRICT IX OF THE AAP, ALSO KNOWN AS THE ORANGE COUNTY CHAPTER (ORANGE, CALIFORNIA). |
| Form 990, Part VI, Line 11b: Form 990 Review Process | A DRAFT OF THE FORM 990 IS REVIEWED BY THE EXECUTIVE DIRECTOR AND ACCOUNTING STAFF PRIOR. A COPY OF THE FINAL FORM 990 IS FURNISHED TO BOARD MEMBERS PRIOR TO FILLING. |
| Form 990, Part VI, Line 12c: Explanation of Monitoring and Enforcement of Conflicts | BOARD MEMBERS ARE ASKED TO DISCLOSE POTENTIAL CONFLICTS OF INTEREST IN ACCORDANCE WITH THE FOLLOWING POLICY.SECTION 13.01. CONTRACTS OR TRANSACTIONS WITH DIRECTORS AND OFFICERS.THE CORPORATION SHALL NOT BE A PARTY TO ANY CONTRACT OR TRANSACTION (a) IN WHICH ONE OR MORE OF ITS DIRECTORS OR OFFICERS OR IMMEDIATE FAMILY HAS A MATERIAL FINANCIAL INTEREST OR (B) WITH ANY CORPORATION, FIRM, ASSOCIATION, OR OTHER ENTITY IN WHICH ONE OR MORE OF ITS DIRECTORS OR OFFICERS OR IMMEDIATE FAMILY HAS A MATERIAL FINANCIAL INTEREST OR (C) WITH ANY CORPORATION, FIRM, ASSOCIATION, OR OTHER ENTITY (OTHER THAN A CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION)IN WHICH ONE OR MORE OF ITS DIRECTORS IS A DIRECTOR, UNLESS (i) THE MATERIAL FACTS CONCERNING THE CONTRACT OR TRANSACTION AND SUCH DIRECTOR'S OR OFFICER'S FINANCIAL INTEREST OR COMMON RELATIONSHIP ARE FULLY DISCLOSED IN GOOD FAITH AND ARE NOTED IN THE MINUTES, OR ARE KNOWN TO ALL MEMBERS OF THE BOARD PRIOR TO CONSIDERATION BY THE BOARD OF SUCH CONTRACT OR TRANSACTION; (ii) SUCH CONTRACT OR TRANSACTION IS AUTHORIZED OR APPROVED IN GOOD FAITH BY A MAJORITY OF THE BOARD BY A VOTE SUFFICIENT FOR THAT PURPOSE WITHOUT COUNTING THE VOTE OF SUCH INTERESTED DIRECTORS OR OFFICERS; (iii) PRIOR TO AUTHORIZING OR APPROVING THE CONTRACT OR TRANSACTION, THE BOARD CONSIDERS AND IN GOOD FAITH DETERMINES AFTER REASONABLE INVESTIGATION UNDER THE CIRCUSMTANCES THAT THE CORPORATION COULD NOT OBTAIN A MORE ADVATAGEOUS ARRANGEMENT WITH REASONABLE EFFORT UNDER THE CIRCUMSTANCES OR THAT THE CONTRACT OR TRANSACTION IMPLEMENTS A CHARITABLE PROGRAM OF THIS CORPORATION; (iv) THIS CORPORATION ENTERS INTO THE CONTRACT OR TRANSACTION FOR ITS OWN BENEFIT; AND (v) THE CONTRACT OR TRANSACTION IS FAIR AND REASONABLE TO THIS CORPORATION OR IMPLEMENTS A CHARITABLE PROGRAM OF THE CORPORATION AT THE TIME THE CONTRACT OR TRANSACTION IS ENTERED INTO.A DIRECTOR OR OFFICER OR THIS CORPORATION SHALL NOT BE DEEMED TO HAVE A "MATERIAL FINANCIAL INTEREST" IN A CONTRACT OR TRANSACTION THAT IMPLEMENTS A CHARITABLE PROGRAM OF THIS CORPORATION SOLELY BECAUSE SUCH A CONTRACT OR TRANSACTION RESULTS IN A BENEFIT TO A DIRECTOR OR OFFICER OR THEIR FAMILIES BY VIRTUE OF THEIR MEMBERSHIP IN THE CLASS OF PERSONS INTENDED TO BE BENEFITED BY THE CHARITABLE PROGRAM OF THIS CORPORATION, AS LONG AS THE CONTRACT OR TRANSACTION IS APPROVED OR AUTHORIZED BY THE CORPORATION IN GOOD FAITH, WITHOUT COUNTING THE VOTE OF THE INTERESTED DIRECTOR(S) OR OFFICER(S), AND WITHOUT UNJUSTIFIED FAVORITISM. |
| Form 990, Part VI, Line 15a: Compensation Review & Approval Process - CEO, Top Management | EXECUTIVE DIRECTOR COMPENSATION IS DETERMINED BY THE BOARD OF DIRECTORS, ALL OF WHOM ARE INDEPENDENT. THERE ARE NO OTHER OFFICERS OR KEY EMPLOYEES. |
| Form 990, Part VI, Line 19: Other Organization Documents Publicly Available | THE FORM 990 IS AVAILABLE FOR PUBLIC INSPECTION UPON REQUEST. |
| Software ID: | 19009920 |
| Software Version: | 2019v5.0 |