Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| FORM 990, PART VI, SECTION A, LINE 4 | THE BYLAWS WERE AMENDED TWICE IN 2019. FIRST, THEY WERE AMENDED TO REQUIRE THAT THE FAH AUDIT, ETHICS, COMPLIANCE AND ADMINISTRATIVE AFFAIRS COMMITTEE OF THE BOARD OF DIRECTORS (AUDIT COMMITTEE) CONSIST OF AT LEAST TWO, INSTEAD OF THREE DIRECTORS, AFTER FAH OUTSIDE COUNSEL ADVISED THAT TWO AUDIT COMMITTEE MEMBERS WOULD BE CONSISTENT WITH BEST PRACTICES. THEY WERE AGAIN AMENDED TO 1) ESTABLISH THAT THERE SHALL BE AT LEAST ONE REGULAR BOARD OF GOVERNORS MEETING EACH YEAR (WHICH WILL COINCIDE WITH THE FAH ANNUAL MEETING), RATHER THAN TWO, 2) ELIMINATE THE BYLAWS REQUIREMENT THAT THE ANNUAL MEETING SHALL BE IN OCTOBER (BEGINNING IN 2020, THE ANNUAL MEETING WILL ALTERNATE EACH YEAR BETWEEN SEPTEMBER AND OCTOBER), AND 3) CLARIFY THE MONTHS WHEN BOARD OF DIRECTOR REGULAR MEETINGS TAKE PLACE, TO REFLECT CURRENT PRACTICE. |
| FORM 990, PART VI, SECTION A, LINE 6 | THERE ARE FOUR CLASSES OF MEMBERSHIP: THE INSTITUTIONAL, ASSOCIATE, INDIVIDUAL, AND HONORARY MEMBERSHIP. EXCEPT FOR INSTITUTIONAL MEMBERS, WITHIN EACH CATEGORY, THERE ARE DIFFERENT TIERS OF MEMBERSHIP. |
| FORM 990, PART VI, SECTION A, LINE 7A | EACH HOSPITAL MEMBER AND TYPE C ASSOCIATE MEMBER ARE ENTITLED TO VOTE ON MATTERS TO BE VOTED UPON BY THE MEMBERSHIP PURSUANT TO THE FAH BYLAWS OR AS PRESCRIBED BY APPLICABLE STATUTE OR LAW, THROUGH EACH MEMBERS' RESPECTIVE GOVERNORS ON THE BOARD OF GOVERNORS. AFFILIATE, TYPE A AND B ASSOCIATE MEMBERS AND ALL INDIVIDUAL MEMBERS, OTHER THAN DIRECTORS, SHALL HAVE NO VOTING RIGHTS, UNLESS OTHERWISE PRESCRIBED BY APPLICABLE STATUTE OR LAW. BOARD MEMBERS AND BOARD OFFICERS ARE ELECTED BY VOTING MEMBERS. |
| FORM 990, PART VI, SECTION B, LINE 11B | MARCUM, LLP PREPARES A DRAFT FEDERAL FORM 990 BASED UPON MANAGEMENT'S FINANCIAL STATEMENTS AND THE FEDERAL FORM 990 QUESTIONNAIRE THAT MARCUM, LLP PRESENTS TO MANAGEMENT. UPON RECEIPT OF THE DRAFT, THE CONTROLLER COMPARES THE DRAFT FEDERAL FORM 990 TO THE FINANCIAL STATEMENTS AND GENERAL LEDGER TO ENSURE THAT THE AMOUNTS RECONCILE AND THAT ALL FIGURES ARE REPORTED IN THE AREAS FOR WHICH THEY ARE INTENDED. FOR ADDITIONAL REVIEW, THE SENIOR VICE PRESIDENT, OPERATIONS AND THE SENIOR VICE PRESIDENT AND GENERAL COUNSEL REVIEWS THE DRAFT FEDERAL FORM 990 TO IDENTIFY ANY QUESTIONS OR CONCERNS ABOUT ENTRIES ON THE FORM. ONCE THE CONTROLLER AND SENIOR VICE PRESIDENTS DETERMINE THE FEDERAL FORM 990 TO BE ACCEPTABLE, THE FEDERAL FORM 990 IS PRESENTED TO THE AUDIT COMMITTEE FOR APPROVAL AND RECOMMENDATION TO THE BOARD OF DIRECTORS. THE TAX ACCOUNTANTS ARE GIVEN THE APPROVAL TO FINALIZE THE FORM AFTER THE BOARD OF DIRECTORS APPROVES IT. |
| FORM 990, PART VI, SECTION B, LINE 12C | ALL BOARD MEMBERS ARE PROVIDED WITH A COPY OF THE CONFLICT OF INTEREST AND RELATED PARTY TRANSACTION POLICY, THEN REQUIRED TO COMPLETE AND SIGN IT ANNUALLY. IN ADDITION, ALL BOARD MEMBERS ARE REQUIRED TO REPORT POTENTIAL OR ACTUAL CONFLICTS OF INTEREST TO THE FEDERATION'S AUDIT, ETHICS, COMPLIANCE AND ADMINISTRATIVE AFFAIRS COMMITTEE (AUDIT COMMITTEE), THROUGH THE FEDERATION'S CORPORATE SECRETARY TO THE BOARD OF DIRECTORS. THE CORPORATE SECRETARY PROVIDES ALL WRITTEN DISCLOSURES OF CONFLICTS OF INTEREST TO THE CHAIR OF THE AUDIT COMMITTEE AND THE AUDIT COMMITTEE WILL REVIEW ALL CONFLICTS OF INTEREST AND DETERMINE WHETHER TO APPROVE OR RATIFY ANY SUCH MATTERS BASED ON WHETHER THE COMMITTEE DETERMINES THAT SUCH MATTER IS FAIR, REASONABLE, AND IN THE BEST INTERESTS OF THE FEDERATION. ALL RECORDS ARE MAINTAINED IN THE FEDERATION'S CORPORATE OFFICES BY THE CORPORATE SECRETARY. |
| FORM 990, PART VI, SECTION B, LINE 15A | THE PRESIDENT AND CEO'S TOTAL COMPENSATION PACKAGE IS SET BY CONTRACT, WHICH IS NEGOTIATED BY THE FEDERATION EXECUTIVE COMMITTEE SITTING AS THE FEDERATION'S COMPENSATION COMMITTEE. THE COMPENSATION AMOUNTS ARE DETERMINED WITH INPUT FROM A NATIONALLY REPUTABLE COMPENSATION CONSULTANT, WHO STUDIES THE COMPENSATION PACKAGES OF THE PRESIDENT AND CEO'S PEER GROUP. THE LAST COMPENSATION REVIEW WAS CONDUCTED IN 2017. THE BASE COMPENSATION AND ANNUAL PERFORMANCE BONUSES FOR OTHER KEY EMPLOYEES ARE DETERMINED BY THE PRESIDENT AND CEO, WITH THE AID OF A COMPENSATION STUDY DONE BY THE SAME NATIONALLY RECOGNIZED COMPENSATION CONSULTANT. SPECIAL COMPENSATION ARRANGEMENTS FOR OTHER KEY EMPLOYEES ARE APPROVED BY THE FEDERATION'S COMPENSATION COMMITTEE. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE FEDERATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE NOT AVAILABLE TO THE PUBLIC. HOWEVER, THE FEDERATION'S FEDERAL FORM 990 IS AVAILABLE ON THE FEDERATION'S WEBSITE. |
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