Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
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| FORM 990, PART VI, SECTION A, LINE 1 | DELEGATION OF AUTHORITY WITH RESPECT TO "MATERIAL DIFFERENCES IN VOTING RIGHTS AMONG MEMBERS OF THE GOVERNING BODY", ABMS' BOARD OF DIRECTORS IS COMPRISED OF 35 VOTING MEMBERS. THE CHAIR, CHAIR-ELECT, IMMEDIATE PAST CHAIR, SECRETARY-TREASURER AND PRESIDENT AND CHIEF EXECUTIVE OFFICER EACH HAS ONE VOTE. THE SIX PUBLIC MEMBERS EACH HAVE ONE VOTE. THE 24 MEMBER BOARD EMPOWERED REPRESENTATIVES (MBERS) EACH HAVE EITHER ONE VOTE OR AN ALLOCATED PORTION OF 100 VOTES (I.E., PROPORTIONAL VOTING) DEPENDING ON THE SUBJECT MATTER OF THE RESOLUTION. IN THE CASE OF PROPORTIONAL VOTING, EACH MBER HAS A BASE OF TWO VOTES, AND THE REMAINDER OF THE 100 VOTES IS DIVIDED AMONG THE MBERS IN ACCORDANCE WITH A FORMULA BASED ON THE NUMBER OF DIPLOMATES CERTIFIED BY THE MEMBER BOARD REPRESENTED BY THAT MBER DURING THE PREVIOUS FIVE-YEAR PERIOD. WITH RESPECT TO THE GOVERNING BOARD DELEGATING "BROAD AUTHORITY" TO AN EXECUTIVE COMMITTEE, ABMS' EXECUTIVE COMMITTEE IS A STANDING COMMITTEE OF ABMS' BOARD OF DIRECTORS WITH RESPONSIBILITY FOR OVERSEEING THE CORPORATION AND WITH FULL AUTHORITY TO ACT ON BEHALF OF THE CORPORATION IN THE INTERIM BETWEEN MEETINGS OF ABMS' BOARD OF DIRECTORS. THE EXECUTIVE COMMITTEE IS REQUIRED TO COMMUNICATE TO THE ABMS' BOARD OF DIRECTORS IN A TIMELY FASHION ALL OF ITS ACTIONS TAKEN ON BEHALF OF THE CORPORATION. THE EXECUTIVE COMMITTEE IS COMPRISED OF ABMS' CHAIR, CHAIR-ELECT, IMMEDIATE PAST CHAIR, SECRETARY-TREASURER, PRESIDENT AND CHIEF EXECUTIVE OFFICER, 3 MBERS, AND 1 PUBLIC MEMBER. |
| FORM 990, PART VI, SECTION A, LINE 2 | RICHARD E. HAWKINS, MD, LAURA SKARNULIS, JULIE HUBBARD, ANNE-MARIE IRANI, MD, LARRY A. GREEN, MD, MICHAEL L. CARIUS, MD, BARRY S. SMITH, MD, REBECCA L. JOHNSON, MD, BARBARA WACHSMAN, MPH, DANIEL J. COLE, MD, GEORGE D. WENDEL, JR, MD, RANDALL K. ROENIGK, MD, EVE KURTIN, PHARMD, JOHN C. MOORHEAD, MD, MS, JOHN MANDELBAUM HAVE A BUSINESS RELATIONSHIP WITH EACH OTHER AT A RELATED ORGANIZATION, AMERICAN BOARD OF MEDICAL SPECIALTIES RESEARCH AND EDUCATION FOUNDATION. |
| FORM 990, PART VI, SECTION A, LINE 6 | MEMBERS OR STOCKHOLDERS THERE ARE 3 CLASSES OF MEMBERS, NAMELY: REGULAR MEMBERS, ASSOCIATE MEMBERS AND PUBLIC MEMBERS. EACH CLASS HAS ONLY THE RIGHTS AND POWERS SET FORTH BELOW. REGULAR MEMBERS ARE ALL 24 PRIMARY AND CONJOINT MEDICAL SPECIALTY BOARDS WHICH HAVE BEEN APPROVED BY ABMS IN ACCORDANCE WITH THE CRITERIA STIPULATED IN THE "ESSENTIALS FOR APPROVAL OF EXAMINING BOARDS IN MEDICAL SPECIALTIES" AS ESTABLISHED BY ABMS FROM TIME TO TIME. ASSOCIATE MEMBERS ARE LIMITED TO SUCH ORGANIZATIONS INTERESTED IN MEDICAL EDUCATION OR THE STANDARDS OF MEDICAL PRACTICE AS, IN THE SOLE OPINION OF ABMS, MAY ASSIST IT SIGNIFICANTLY IN THE ATTAINMENT OF ITS PURPOSES. PUBLIC MEMBERS ARE PERSONS ELECTED BY ABMS' BOARD OF DIRECTORS TO BRING VIEWPOINTS FROM THE PUBLIC TO THE DELIBERATIONS OF THE CORPORATION. |
| FORM 990, PART VI, SECTION A, LINE 7A | MEMBERS OR STOCKHOLDERS WHO MAY ELECT PER THE ABMS BYLAWS, CANDIDATES FOR OPEN MBER POSITIONS ARE RECOMMENDED BY THE RESPECTIVE MEMBER BOARD TO THE ABMS BOARD OF DIRECTORS GOVERNANCE COMMITTEE. CANDIDATES FOR PUBLIC MEMBER POSITIONS MAY BE RECOMMENDED TO THE GOVERNANCE COMMITTEE BY ANY MEMBER OF ABMS' BOARD OF DIRECTORS, ANY MBER OR ASSOCIATE MEMBERS. THE GOVERNANCE COMMITTEE REVIEWS THE CRITERIA AND QUALIFICATIONS OF PROSPECTIVE CANDIDATES BEFORE NOMINATING THEM TO ABMS' BOARD OF DIRECTORS. NEW MEMBERS OF ABMS' BOARD OF DIRECTORS ARE ELECTED BY A REPRESENTATIONAL SUPERMAJORITY VOTE OF THE EXISTING MEMBERS ABMS' BOARD OF DIRECTORS. |
| FORM 990, PART VI, SECTION B, LINE 11B | FORM 990 REVIEW PROCESS ABMS RETAINED THE SERVICES OF AN INDEPENDENT CERTIFIED PUBLIC ACCOUNTING FIRM TO REVIEW THE FORM 990 AND ACCOMPANYING SCHEDULES. THE INDEPENDENT CPA FIRM PRESENTS THE FORM 990 TO THE ABMS BOARD OF DIRECTORS AUDIT COMMITTEE THAT THEN APPROVES IT FOR PRESENTATION TO AND APPROVAL BY ABMS' BOARD OF DIRECTORS EXECUTIVE COMMITTEE. AFTERWARDS, A COMPLETE COPY OF THE FORM 990 IS PROVIDED TO ABMS' BOARD OF DIRECTORS. |
| FORM 990, PART VI, SECTION B, LINE 12C | WRITTEN CONFLICT OF INTEREST POLICY THE ABMS CONFLICT OF INTEREST AND DUALITIES OF INTEREST POLICY COVERS ALL DIRECTORS, OFFICERS, COUNCIL, COMMITTEE AND BOARD MEMBERS, IDENTIFIED KEY AGENTS AND EMPLOYEES. ON AN ANNUAL BASIS, BOARD AND COMMITTEE MEMBERS ARE REQUIRED TO DISCLOSE CONFLICTS AND DUALITIES OF INTEREST IN WRITING. AT THE BEGINNING OF ALL BOARD AND BOARD COMMITTEE MEETINGS, PARTICIPANTS ARE REQUIRED TO DISCLOSE CONFLICTS OF INTEREST AND DUALITIES OF INTEREST. THE MINUTES OF ALL BOARD AND ALL BOARD COMMITTEE MEETINGS CONTAIN THE NAMES OF THE PERSONS WHO DISCLOSED OR OTHERWISE WERE FOUND TO HAVE A FINANCIAL INTEREST IN CONNECTION WITH AN ACTUAL OR POTENTIAL CONFLICT OR DUALITY OF INTEREST, THE NATURE OF THE FINANCIAL INTEREST, ANY ACTION TAKEN TO DETERMINE WHETHER A CONFLICT OR DUALITY OF INTEREST WAS PRESENT AND THE BOARD'S OR COMMITTEE'S DETERMINATION AS TO WHETHER A CONFLICT OR DUALITY OR INTEREST IN FACT EXISTED. |
| FORM 990, PART VI, SECTION B, LINE 15 | PROCESS OF DETERMINING COMPENSATION FOR THE ABMS PRESIDENT AND CHIEF EXECUTIVE OFFICER'S COMPENSATION 1. COMPARABILITY DATA FROM SIMILAR NOT FOR PROFIT HEALTH CARE ORGANIZATIONS AND INSTITUTIONS IS REVIEWED BY THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS. 2. AN OUTSIDE COMPENSATION CONSULTING FIRM WILL PERIODICALLY ADVISE THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS REGARDING APPROPRIATE COMPENSATION AND BENEFITS FOR THE PRESIDENT AND CHIEF EXECUTIVE OFFICER. 3. MEMBERS OF THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS, WHO ARE INDEPENDENT, SET THE COMPENSATION FOR THE PRESIDENT AND CHIEF EXECUTIVE OFFICER. FOR KEY EMPLOYEES COMPENSATION FOR KEY EMPLOYEES (AS DEFINED IN PART VII) OF ABMS IS SET BY THE PRESIDENT AND CHIEF EXECUTIVE OFFICER. WHEN SETTING COMPENSATION, THE PRESIDENT AND CHIEF EXECUTIVE OFFICER TAKES INTO ACCOUNT COMPARABILITY DATA REGARDING COMPENSATION AS WELL AS THE PERIODIC ADVICE OF AN OUTSIDE COMPENSATION CONSULTING FIRM. THE COMPENSATION OF THE PRESIDENT AND CHIEF EXECUTIVE OFFICER AND KEY EMPLOYEES WAS LAST REVIEWED IN 2020. |
| FORM 990, PART VI, SECTION C, LINE 19 | GOVERNING DOCUMENTS MADE AVAILABLE TO THE PUBLIC THE ARTICLES OF INCORPORATION ARE AVAILABLE THROUGH THE ILLINOIS SECRETARY OF STATE; THE CONFLICT OF INTEREST POLICY IS AVAILABLE UPON WRITTEN REQUEST TO THE ORGANIZATION. |
| FORM 990, PART VII: | RELATED ORGANIZATION COMPENSATION THE COMPENSATION REPORTED IN PART VII IS THE COMPENSATION PAID BY ABMS FOR A FULL-TIME POSITION. HOWEVER, A PORTION OF THE VARIOUS INDIVIDUALS' TIME IS DEVOTED TO ABMS REF. ABMS IS REIMBURSED BY ABMS REF FOR THESE COSTS. COVID-19 THE OUTBREAK OF COVID-19 HAS AFFECTED TRAVEL, COMMERCE, AND FINANCIAL MARKETS GLOBALLY. THE ORGNANIZATION HAS BEEN MONITORING AND CONTINUES TO CLOSELY MONITOR THE COVID-19 PANDEMIC AND ITS IMPACT ON ITS OPERATIONS. THOUGH THE FULL IMPACT OF COVID-19 AND THE SCOPE OF ANY IMPACT ON THE ORGANIZATION'S OPERATIONS AND FINANCIAL CONDITION CANNOT YET BE DETERMINED, THE ORGANIZATION DOES NOT ANTICIPATE ANY POTENTIAL ADVERSE CONSEQUENCES THAT WOULD BE MATERIAL TO THE FINANCIAL STATEMENTS. |
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