| Return Reference | Explanation |
|---|---|
| FORM 990, PART VI, SECTION A, LINE 4 | DURING THE TAX YEAR, THE ORGANIZATION MADE SIGNIFICANT AMENDMENTS TO ITS BYLAWS, INCLUDING: (1) GOVERNANCE STRUCTURE: THE GOVERNING BODY WAS RENAMED FROM "EXECUTIVE COUNCIL" TO "BOARD OF DIRECTORS." THE COMPOSITION REMAINS AT 15 VOTING MEMBERS, BUT THE BYLAWS NOW CLARIFY NON-VOTING ROLES, SUCH AS THE CHIEF EXECUTIVE OFFICER AND FOUNDATION PRESIDENT, AND ADD A VICE PRESIDENT POSITION (FORMERLY SECRETARY-TREASURER). THE AUTHORITY AND STRUCTURE OF COMMITTEES AND TASK FORCES WERE ALSO CLARIFIED. (2) OFFICER/DIRECTOR COMPENSATION: THE BYLAWS NOW EXPLICITLY STATE THAT ONLY THE CHIEF EXECUTIVE OFFICER MAY RECEIVE COMPENSATION, SUBJECT TO BOARD APPROVAL. ALL OTHER OFFICERS AND DIRECTORS CONTINUE TO SERVE WITHOUT COMPENSATION, EXCEPT FOR REIMBURSEMENT OF REASONABLE EXPENSES. (3) CONFLICT OF INTEREST POLICY: THE CONFLICT OF INTEREST PROVISIONS WERE STRENGTHENED BY ADDING AN EXPLICIT PROHIBITION ON LOANS TO OFFICERS OR DIRECTORS AND BY PROVIDING MORE DETAILED COMPLIANCE LANGUAGE WITH IOWA NONPROFIT LAW. (4) AMENDMENT PROCEDURES: THE PROCESS FOR AMENDING THE BYLAWS WAS CLARIFIED, NOW REQUIRING BOARD APPROVAL AND A MINIMUM 10% MEMBER VOTE (PREVIOUSLY A MAJORITY AT A MEETING WITH QUORUM). OTHER CHANGES WERE MINOR CLARIFICATIONS OR UPDATES FOR STATUTORY COMPLIANCE AND DO NOT AFFECT THE ORGANIZATION'S GOVERNANCE STRUCTURE OR KEY POLICIES. |
| FORM 990, PART VI, SECTION A, LINE 6 | THE SOCIETY CONSISTS OF EIGHT CLASSES OF MEMBERS: REGULAR, AFFILIATE SURGEON, AFFILIATE PHYSICIAN, ASSOCIATE, AFFILIATE ASSOCIATE, INTEGRATED HEALTH STUDENT, INTERNATIONAL ASSOCIATE, INTERNATIONAL AFFILIATE ASSOCIATE, CANDIDATE, SENIOR, HONORARY, DISTINGUISHED AND INTERNATIONAL MEMBERS. MEMBERSHIP SHALL BE CONFERRED UPON APPLICATION AND ON COMPLIANCE WITH THE STANDARDS AND REQUIREMENTS SET FORTH BELOW AND APPROVAL BY MAJORITY VOTE OF THE EXECUTIVE COUNCIL. |
| FORM 990, PART VI, SECTION A, LINE 7A | THE SECRETARY-TREASURER AND COUNCILPERSONS AT LARGE SHALL BE NOMINATED AND ELECTED ELECTRONICALLY BY THE MEMBERS ENTITLED TO VOTE. AT THE CLOSE OF THE VOTING PERIOD INDICATED IN THE BALLOT MATERIALS THE RESULTS OF THE VOTE SHALL BE TABULATED. THE RESULTS OF THE ELECTION WILL THEN BE ANNOUNCED TO THE MEMBERSHIP PRIOR TO THE COMMENCEMENT OF THE SOCIETY'S ANNUAL MEETING. VACANCIES ON THE COUNCIL, EXCEPT FOR THE OFFICE OF PRESIDENT, SHALL BE FILLED BY APPOINTMENT BY THE PRESIDENT UNTIL THE NEXT ELECTION. SHOULD THE OFFICE OF PRESIDENT BECOME VACANT, THE PRESIDENT-ELECT SHALL ASSUME THE OFFICE OF PRESIDENT. |
| FORM 990, PART VI, SECTION A, LINE 7B | EACH VOTING CLASS OF MEMBERS SHALL HAVE THE RIGHT TO VOTE ON THE ELECTION OF OFFICERS OF THE SOCIETY, THE AMOUNT OF DUES AND FEES, THE DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE CORPORATION'S ASSETS, ANY MERGER AND ITS PRINCIPAL TERMS AND ANY AMENDMENT OF THOSE TERMS, ANY AMENDMENT TO THE BYLAWS OR ARTICLES OF INCORPORATION, AND ANY ELECTION TO DISSOLVE THE SOCIETY. |
| FORM 990, PART VI, SECTION B, LINE 11B | EXECUTIVE DIRECTOR REVIEWS FORM 990 BEFORE IT IS FILED. |
| FORM 990, PART VI, SECTION B, LINE 12C | THE POLICY APPLIES TO (1) MEMBERS OF THE EXECUTIVE COUNCIL, (2) MEMBERS OF THE INTEGRATED HEALTH SCIENCES SECTION OF THE EXECUTIVE COUNCIL, (3) CHAIRS OF ALL COMMITTEES AND SUBCOMMITTEES AND (4) THE EXECUTIVE DIRECTOR OF THE SOCIETY. ALL COVERED PERSONS COMPLETE AND SUBMIT A CONFLICT OF INTEREST DISCLOSURE STATEMENT OF ALL POTENTIAL CONFLICTS OF INTEREST AND RELATIONSHIPS. THE FORM IS SUBMITTED ANNUALLY AND MAINTAINED IN THE SOCIETY'S BUSINESS OFFICE. IF A CONFLICT ARISES, THAT PERSON SHALL GENERALLY BE RECUSED FROM PARTICIPATING IN ANY ACTIONS INVOLVING THAT SUBJECT MATTER. |
| FORM 990, PART VI, SECTION B, LINE 15 | LINE 15A - COMPENSATION PROCESS FOR TOP OFFICIAL ASMBS HAS A COMPENSATION POLICY USED TO DETERMINE THE SALARY OF THE EXECUTIVE DIRECTOR. THIS POLICY REQUIRES EXECUTIVE COUNCIL, OR COMPENSATION COMMITTEE IF APPLICABLE, TO PERIODICALLY (BUT NOT LESS THAN EVERY THREE YEARS) CONDUCT COMPENSATION SURVEYS FOR SIMILAR PERSONS IN FUNCTIONALLY COMPARABLE POSITIONS. THE PERFORMANCE AND COMPENSATION OF THE EXECUTIVE DIRECTOR SHALL BE FORMALLY REVIEWED AND APPROVED BY THE EXECUTIVE COUNCIL ON AN ANNUAL BASIS AND THE DELIBERATIONS REFLECTED IN THE MEETING MINUTES. LINE 15B - COMPENSATION PROCESS FOR OFFICERS COMPENSATION OF EMPLOYEES OTHER THAN THE EXECUTIVE DIRECTOR ARE DETERMINED BY THE EXECUTIVE DIRECTOR UTILIZING APPROPRIATE FACTORS SUCH AS EXPERIENCE, EDUCATION, LENGTH OF SERVICE, MARKET CONDITIONS, AND JOB RESPONSIBILITIES. |
| FORM 990, PART VI, SECTION C, LINE 19 | ASMBS DOES NOT MAKE ITS GOVERNING DOCUMENTS OR CONFLICTS OF INTEREST POLICY AVAILABLE TO THE PUBLIC. |
| FORM 990, PART XI, LINE 9: | ADJUSTMENT TO GAAP NET ASSETS -131,035. |
| FORM 990 - ADDITIONAL INFORMATION | NO FEDERAL INCOME TAXES WERE PAID/ACCRUED BY THE ASSOCIATION DURING 2024. |
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