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 4 | THE ORGANIZATION AMENDED ITS BYLAWS DURING 2021. THE FOLLOWING ITEMS WERE REVISED: ARTICLE III, SECTION I, 6 AND 7 - THE TYPES OF MEMBERSHIP WERE CHANGED SO THE CANDIDATE CATEGORY IS NOW RESIDENT/FELLOW AND PRE-CANDIDATE IS MEDICAL STUDENT. THE SEVEN TYPES OF MEMBERSHIP SHALL NOW BE: ACTIVE, SENIOR, HONORARY, INTERNATIONAL, RESIDENT/FELLOW, MEDICAL STUDENT AND ASSOCIATE. RESIDENT/FELLOW MEMBERS SHALL BE MATCHED OR ENROLLED IN AN APPROPRIATELY ACCREDITED OR OTHERWISE RECOGNIZED GENERAL SURGERY EDUCATIONAL PROGRAM AND MAY REMAIN RESIDENT/FELLOW MEMBERS FOR A MAXIMUM OF ONE YEAR FOLLOWING COMPLETION OF SAID EDUCATION. ARTICLE V, SECTION 2 - THE NUMBER OF DIRECTORS WAS ADJUSTED TO BE BETWEEN 17-23 AND THE NUMBER OF INTERNATIONAL DIRECTORS WAS INCREASED FROM 2 TO 3. ARTICLE VI - THE EDITOR POSITION WAS ELIMINATED AS A BOARD OF DIRECTOR POSITION. ARTICLE VIII, SECTION 1 - AN EDITOR WILL BE APPOINTED BY THE BOARD AND RESPONSIBLE FOR ALL ACTIVITIES ASSOCIATED WITH EDITING AND PUBLISHING SCHOLARLY JOURNALS PUBLISHED BY THE SOCIETY. THE EDITOR SHALL BE THE CHAIR OF THE ANNALS OF THORACIC SURGERY EDITORIAL BOARD. ARTICLE VIII, SECTION 2 - THE EDITOR SHALL SERVE FOR A MAXIMUM OF TWO TERMS, WITH AN INITIAL TERM OF FIVE (5) YEARS AND A SECOND TERM OF UP TO FIVE (5) YEARS, AS DETERMINED BY THE BOARD OF DIRECTORS. THE INDIVIDUAL IDENTIFIED TO SUCCEED THE CURRENT EDITOR (THE EDITOR-DESIGNATE), SHALL BE SELECTED BY A SEARCH COMMITTEE APPOINTED BY THE EXECUTIVE COMMITTEE, UPON THE RECOMMENDATION OF THE PRESIDENT, AT LEAST EIGHT MONTHS PRIOR TO THE CONCLUSION OF THE EDITOR'S FINAL TERM, AS DETERMINED BY THE BOARD OF DIRECTORS. ARTICLE VIII, SECTION 3 - A VACANCY IN THE OFFICE OF EDITOR SHALL BE FILLED BY THE BOARD OF DIRECTORS FOR THE UNEXPIRED PORTION OF THE TERM. ARTICLE X, SECTION 5 - THE MEMBERS OF THE WORKFORCE ON THE ANNUAL MEETING SHALL SERVE FOR A TERM OF ONE YEAR, WITH A MAXIMUM OF THREE CONSECUTIVE ONE-YEAR TERMS AND WORKFORCE ON ANNUAL MEETING CHAIR AND VICE CHAIR SHALL BE APPOINTED TO SERVE A MAXIMUM OF ONE ONE-YEAR TERM. |
| FORM 990, PART VI, SECTION A, LINE 6 | THE ORGANIZATION IS A MEMBERSHIP SOCIETY AND HAS OVER 7,600 MEMBERS. |
| FORM 990, PART VI, SECTION A, LINE 7A | MEMBERS OF THE GOVERNING BODY ARE ELECTED BY THE MEMBERSHIP AT ITS ANNUAL MEETING PURSUANT TO THE ORGANIZATION'S BYLAWS. |
| FORM 990, PART VI, SECTION A, LINE 7B | CERTAIN DECISIONS OF THE GOVERNING BODY (E.G., REGARDING DUES AND BYLAWS AMENDMENTS) ARE SUBJECT TO APPROVAL BY MEMBERS. |
| FORM 990, PART VI, SECTION B, LINE 11B | THE ORGANIZATION RETAINED THE SERVICES OF AN INDEPENDENT CPA FIRM TO PREPARE ITS FORM 990. MANAGEMENT THEN REVIEWED THE COMPLETED FORM 990 AND PROVIDED A FULL COPY TO ALL VOTING MEMBERS OF THE ORGANIZATION'S BOARD OF DIRECTORS (I.E., THE GOVERNING BODY). THE VOTING MEMBERS OF THE GOVERNING BODY WERE GIVEN A REASONABLE AMOUNT OF TIME TO REVIEW THE RETURN AND ASK ANY QUESTIONS DIRECTLY TO MANAGEMENT. |
| FORM 990, PART VI, SECTION B, LINE 12C | OFFICERS, DIRECTORS, KEY EMPLOYEES, AND OTHERS ARE ANNUALLY REQUIRED TO COMPLETE A CONFLICT OF INTEREST DISCLOSURE STATEMENT AS A REQUIREMENT OF SERVICE. THE STATEMENT ON STS DISCLOSURE POLICY AND GUIDELINES REGARDING CONFLICTS OF INTEREST IS READ AT THE BEGINNING OF EVERY BOARD OF DIRECTORS, COMMITTEE, COUNCIL OPERATING BOARD, AND WORKFORCE MEETING. IF A CONFLICT OF INTEREST OR THE APPEARANCE OF A CONFLICT OF INTEREST EXISTS, THE PERSON WITH SUCH A CONFLICT MUST DISCLOSE THE RELATIONSHIP AND REFRAIN FROM VOTING ON THE MATTER; IF THE NATURE OF THE RELATIONSHIP SUGGESTS THAT HIS OR HER PRESENCE MAY BE DETRIMENTAL TO THE DISCUSSION, HE OR SHE MUST EXIT THE MEETING. THE MEETING CHAIR MAKES THE FINAL DETERMINATION AS TO THE APPROPRIATE ACTION. |
| FORM 990, PART VI, SECTION B, LINE 15 | 15A. THE SOCIETY ENGAGES AN INDEPENDENT COMPENSATION CONSULTANT ANNUALLY TO PERFORM A MARKET SALARY ANALYSIS FOR THE CEO/EXECUTIVE DIRECTOR POSITION. THIS INFORMATION IS SHARED WITH THE EXECUTIVE COMMITTEE WHICH DETERMINES THE NEW LEVEL OF COMPENSATION AND COMMUNICATES THE SALARY INFORMATION TO THE CEO/EXECUTIVE DIRECTOR AND TO THE VICE PRESIDENT OF FINANCE & ADMINISTRATION FOR IMPLEMENTATION. AN ADJUSTMENT IS MADE TO THE CEO/EXECUTIVE DIRECTOR'S SALARY ANNUALLY FOR A MERIT INCREASE, WHICH IS BASED ON A FORMAL PERFORMANCE EVALUATION. 15B. COMPENSATION - THE SOCIETY ENGAGES AN INDEPENDENT COMPENSATION CONSULTANT PERIODICALLY, USUALLY EVERY TWO OR THREE YEARS, TO PERFORM A MARKET SALARY ANALYSIS FOR STS POSITIONS. THE CONSULTANT MEETS WITH HUMAN RESOURCES TO ASCERTAIN INFORMATION RELEVANT TO EACH POSITION. THE CONSULTANT ALSO REVIEWS EACH OF THE POSITION DESCRIPTIONS, DETERMINES APPROPRIATE MATCHES FROM COMPENSATION MARKET SURVEYS, E.G., TOWERS WATSON, PRM, ASSOCIATION FORUM, AND ASAE, FOR COMPARABLE POSITIONS AT SIMILARLY SITUATED ORGANIZATIONS, AND COMPILES AND ANALYZES THIS MARKET DATA FOR EACH POSITION. THE CONSULTANT MEETS WITH THE CEO/EXECUTIVE DIRECTOR, VICE PRESIDENT OF FINANCE & ADMINISTRATION AND SENIOR MANAGER OF HUMAN RESOURCES TO REVIEW THE COMPENSATION ANALYSIS, AND MAKES ADJUSTMENTS TO THE ANALYSIS, AS APPROPRIATE. UTILIZING THE CONSULTANT'S ANALYSIS, THE CEO/EXECUTIVE DIRECTOR MAKES SALARY ADJUSTMENTS. AN INDEPENDENT COMPENSATION CONSULTANT WAS UTILIZED AS PART OF THIS PROCESS IN 2021. ADJUSTMENTS ARE MADE TO SALARIES ANNUALLY FOR MERIT INCREASES, WHICH ARE BASED ON FORMAL PERFORMANCE EVALUATIONS. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE ORGANIZATION'S BYLAWS AND KEY GOVERNANCE POLICIES ARE AVAILABLE TO THE PUBLIC ON THE STS WEBSITE. OTHER GOVERNING DOCUMENTS, AS WELL AS THE ORGANIZATION'S CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE MADE AVAILABLE TO THE PUBLIC UPON WRITTEN REQUEST TO THE ORGANIZATION. |
| FORM 990, PART IX, LINE 11G | CONSULTANT EXPENSES 1,180,681. TEMPORARY SERVICES FROM SALARIES 180,369. VOLUNTEER STIPENDS FROM SALARIES 307,500. PAYROLL AND HR FEES 314,032. DATA WAREHOUSING AND ANALYSIS 6,187,134. WEB-BASED EXPENSES 24,594. VIDEO PRODUCTION 48,581. CTS NET FEES 21,638. MISCELLANEOUS 13,931. TVT EXPENSE 2,330,451. |
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