2019-10-23T09:14:06-05:00 2018-12-31 GRANT THORNTON LLP 171 N CLARK ST SUITE 200 CHICAGO IL 60601 990 2018-01-01 410847713 AMERICAN BOARD OF MEDICAL SPECIALTIES % LAURA SKARNULIS AMER 3124362600 353 NORTH CLARK STREET Suite 1400 CHICAGO IL 60654 RICHARD E HAWKINS MD President & CEO 3122071040 2019-08-23 true Bridget T Roche P00666837 3128560200 38.84.128.194 36941220192965000000 2019-10-23 P D5F4A73A254A2A5DCB5F8CFEC4490C008E940C58 C6B9BED2563767DCF314FE5F589DD472FAE1DA50 2018 2020-01-14 16:20:31Z RICHARD E HAWKINS MD 353 NORTH CLARK STREET CHICAGO IL 60654 18572000 false X WWW.ABMS.ORG X 1935 IL ABMS SERVES THE PUBLIC AND THE MEDICAL PROFESSION BY IMPROVING THE QUALITY OF HEALTH CARE THROUGH SETTING PROFESSIONAL STANDARDS FOR LIFELONG CERTIFICATION WITH MEMBER BOARDS. 33 30 84 156 3000 76513 0 0 18181136 18980323 1462405 -464422 0 51701 19643541 18567602 635000 557000 0 0 11332086 11196190 0 0 0 8787059 8984678 20754145 20737868 -1110604 -2170266 23627851 21628159 8136885 8307459 15490966 13320700 X THE AMERICAN BOARD OF MEDICAL SPECIALTIES (ABMS) COLLABORATES WITH ITS 24 SPECIALTY MEMBER BOARDS TO IMPROVE THE QUALITY OF HEALTH CARE TO PATIENTS, FAMILIES, AND COMMUNITIES THROUGH A SYSTEM OF HIGH QUALITY SPECIALTY CERTIFICATION. ABMS AND ITS MEMBER BOARDS ESTABLISH THE STANDARDS FOR BOTH INITIAL CERTIFICATION AND CONTINUING CERTIFICATION THAT ASSIST PHYSICIANS AND OTHER CERTIFICATE HOLDERS IN PROVIDING HIGH QUALITY PATIENT CARE, OFFERING A RIGOROUS AND RELEVANT SYSTEM OF CONTINUOUS PROFESSIONAL DEVELOPMENT IN EACH RESPECTIVE AREA OF SPECIALTY MEDICINE. false false ABMS IS A LEADER IN SETTING STANDARDS FOR BOARD CERTIFICATION AND MAINTENANCE OF CERTIFICATION ACROSS 39 SPECIALTIES AND 86 SUBSPECIALTIES. ABMS ASSISTS ITS 24 MEMBER BOARDS IN THEIR EFFORTS TO DEVELOP AND IMPLEMENT EDUCATIONAL AND PROFESSIONAL STANDARDS FOR THE EVALUATION, ASSESSMENT AND CERTIFICATION OF PHYSICIAN SPECIALISTS. IN THE US, ABMS MEMBER BOARDS CERTIFY MORE THAN 880,000 PHYSICIANS AND SCIENTISTS. INTERNATIONALLY, ABMS ASSISTS IN DEVELOPING AND MAINTAINING A PROGRAM OF PHYSICIAN CERTIFICATION AND ASSESSMENT FOR SINGAPORE'S MEDICAL SPECIALISTS, AS WELL AS CONSULTS WITH OTHER COUNTRIES AND COMMUNITIES ACROSS THE WORLD SEEKING TO EXPLORE OR ESTABLISH PHYSICIAN CERTIFICATION AND ASSESSMENT PROGRAMS. ABMS CONVENES LEADERS AND STAKEHOLDERS FROM ACROSS THE BOARDS AND GREATER HEALTH CARE COMMUNITIES TO DISCUSS CURRENT AND EMERGING ISSUES IN TODAY'S HEALTH CARE SYSTEM, SEEKING TO UNDERSTAND WAYS IN WHICH THE ABMS AND ITS MEMBER BOARDS CAN ADDRESS THOSE ISSUES TO IMPROVE THE QUALITY OF CARE DELIVERED. false false false true false false false false false true false false true true true false true false false true false false false false false false true false true false false false false false false false false false false true true true true false true 56 0 true 84 true true true false false false false false false false X 33 30 false false false false true true false true true false false true true true true true true true true false X X LAURA SKARNULIS 3124362694 353 NORTH CLARK STREET STE 1400 CHICAGO IL 60654 X JOHN C MOORHEAD MD Past CHAIR (thru 6/30/18) 10.0 1.0 X X 11364 1136 0 BARRY S SMITH MD CHAIR (Beg 7/1/18) 10.0 2.0 X X 20834 4166 0 RICHARD E HAWKINS MD PRESIDENT & CEO 48.0 2.0 X X 682264 28428 70795 MIRIAM G BLITZER PHD DIRECTOR 1.0 0.0 X 0 0 0 PAMELA J BOYERS PHD DIRECTOR 1.0 0.0 X 0 0 0 KEITH E BRANDT MD DIRECTOR 1.0 0.0 X 0 0 0 JO BUYSKE MD DIRECTOR (Beg 7/1/18) 1.0 0.0 X 0 0 0 ANTHONY CHIODO MD DIRECTOR 1.0 0.0 X 0 0 0 RICHARD J BARON MD DIRECTOR (Beg 7/1/18) 1.0 0.0 X 0 0 0 DANIEL J COLE MD DIRECTOR 1.0 0.0 X 0 0 0 E SANDER CONNOLLY JR MD DIRECTOR 1.0 0.0 X 0 0 0 LARRY R FAULKNER MD DIRECTOR (Beg 7/1/18) 1.0 0.0 X 0 0 0 LARRY A GREEN MD CHAIR-ELECT 5.0 1.0 X X 0 0 0 THOMAS W HESS JD DIRECTOR 1.0 0.0 X 0 0 0 ANNE-MARIE IRANI MD SECRETARY-TREASURER 3.0 0.0 X X 25000 0 0 VALERIE P JACKSON MD DIRECTOR 1.0 0.0 X 0 0 0 GERALD H JORDAN MD DIRECTOR 1.0 0.0 X 0 0 0 JAMES G LIFTON MBA DIRECTOR 1.0 0.0 X 0 0 0 WALTER H MERRILL MD DIRECTOR 1.0 0.0 X 0 0 0 EVE M KURTIN PHARMD DIRECTOR 1.0 0.0 X 0 0 0 RANDALL K ROENIGK MD DIRECTOR 1.0 0.0 X 0 0 0 BARBARA WACHSMAN MPH DIRECTOR 1.0 0.0 X 0 0 0 GEORGE B BARTLEY MD DIRECTOR 1.0 0.0 X 0 0 0 THEODORE M FREEMAN MD DIRECTOR 1.0 0.0 X 0 0 0 GEORGE D WENDEL JR MD DIRECTOR 1.0 0.0 X 0 0 0 DAVID F MARTIN MD DIRECTOR (Beg 7/1/18) 1.0 0.0 X 0 0 0 DAVID G NICHOLS MD DIRECTOR (Beg 7/1/18) 1.0 0.0 X 0 0 0 BRIAN NUSSENBAUM MD DIRECTOR (Beg 7/1/18) 1.0 0.0 X 0 0 0 CHRISTOPHER J ONDRULA JD DIRECTOR (Beg 7/1/18) 1.0 0.0 X 0 0 0 GARY W PROCOP MD DIRECTOR (Beg 7/1/18) 1.0 0.0 X 0 0 0 JAMES C PUFFER MD DIRECTOR (Beg 7/1/18) 1.0 0.0 X 0 0 0 EARL J REISDORFF MD DIRECTOR (Beg 7/1/18) 1.0 0.0 X 0 0 0 GEORGE M SEGALL MD DIRECTOR (Beg 7/1/18) 1.0 0.0 X 0 0 0 BRUCE G WOLFF MD DIRECTOR (Beg 7/1/18) 1.0 0.0 X 0 0 0 VALERIE M PARISI MD I.P CHAIR (Thru 6/30/18) 1.0 0.0 X 0 0 0 MICHAEL L CARIUS MD DIRECTOR (Thru 6/30/18) 1.0 0.0 X 0 0 0 JOANNA R FAIR MD DIRECTOR (Thru 6/30/18) 1.0 0.0 X 0 0 0 REBECCA L JOHNSON MD DIRECTOR (Thru 6/30/18) 1.0 0.0 X 0 0 0 CATHERINE R LUCEY MD DIRECTOR (Thru 6/30/18) 1.0 0.0 X 0 0 0 BARBARA S SCHNEIDMAN MD DIRECTOR (Thru 6/30/18) 1.0 0.0 X 0 0 0 DAVID J SCHOETZ JR MD DIRECTOR (Thru 6/30/18) 1.0 0.0 X 0 0 0 LAURA SKARNULIS COO 48.0 2.0 X 409541 17064 66398 JENNIFER FRONEK VP OF FINANCE 47.0 3.0 X 184541 11779 22923 MIRA IRONS MD SVP ACADEMIC AFFAIRS 50.0 0.0 X 449892 0 46940 KATHLEEN RUFF CHIEF OF STAFF 50.0 0.0 X 393186 0 36100 JOHN MANDELBAUM CHIEF LEGAL OFFICER 46.0 4.0 X 285554 24830 78333 THOMAS GRANATIR SVP POLICY & EXT. RELATIONS 50.0 0.0 X 300967 0 60026 JENNIFER MICHAEL CHIEF INFORMATION OFFICER 49.0 1.0 X 232989 4755 52797 KRISTA ALLBEE VP INTERNATIONAL PROGRAMS 50.0 0.0 X 218601 0 22791 DAVID SWANSON PHD VP ACADEMIC PROGRAMS & SVCS 50.0 0.0 X 319471 0 39222 DAVID W PRICE MD SVP ABMS, EXEC. DIR. MSPAPO 10.0 40.0 X 74284 297135 52383 RICHARD WATERS VP MARKETING & COMMUNICATIONS 46.0 4.0 X 207325 18028 16408 DORIA LESS ACCOUNT EXECUTIVE 50.0 0.0 X 191701 0 19843 KATHLEEN HOLTZMAN DIR OF ASSESSMENT AND INTL OPS 49.0 1.0 X 183987 3755 43485 LOIS MARGARET NORA MD PRE. & CEO 0.0 0.0 X 395778 0 28152 4587279 411076 656596 41 true true false NCS Pearson Inc 13036 Collection Center Drive CHICAGO IL 60693 Exam Services 517525 MCCabe Message Partners 1825 Connecticut Avenue NW WASHINGTON DC 20009 Consulting Services 507445 FIGMD Inc 6952 Rote Road ROCKFORD IL 61107 Software Development 421328 ABOG International Inc 2915 Vine Street DALLAS TX 75204 Test Development 219500 The River Group Inc PO Box 812010 WELLESLEY MA 02482 Consulting Services 194266 9 0 MEMBERSHIP DUES 900099 7258010 7258010 SUBSCRIPTIONS AND DATA SERVICES 900099 5405837 5405837 INTERNATIONAL PROGRAMS 900099 3912104 3912104 LICENSE FEES 900099 1933847 1933847 PROGRAM AND SPONSORSHIP FEES 900099 443987 443987 26538 26538 18980323 -464422 -464422 0 0 56099 4398 51701 0 51701 3000 48701 0 0 0 0 0 0 0 0 0 0 0 18567602 18980323 3000 -415721 557000 0 0 0 4651636 0 5317143 309871 380877 536663 413776 222733 99637 318331 0 68192 1500056 802638 253836 1189682 0 935477 597896 0 1750296 0 0 376644 219886 TAXES 235598 20737868 2962163 3826814 0 0 0 0 1753714 1793832 0 0 0 0 0 0 0 0 657051 601182 3589387 2571035 1083630 1018352 14398874 11054900 0 0 0 0 796836 796836 1975583 2536243 23627851 21628159 3729647 3412936 0 0 3524699 4007711 0 0 0 0 0 0 0 0 0 0 882539 886812 8136885 8307459 X 15490966 13320700 0 0 0 0 15490966 13320700 23627851 21628159 -2170266 X false true X true false false false true 7258010 829280 0 829280 829591 0 527711 193180 334531 3061676 2377855 683821 1018352 DUE FROM RELATED AFFILIATE 2160636 DEFERRED COMPENSATION PLAN 372322 SECURITY DEPOSIT 3285 2536243 0 DEFERRED RENT 836812 DEPOSITS HELD 50000 886812 X FIN 48 FOOTNOTE SCHEDULE D, PART X, LINE 2 ABMS, ABMS-REF AND MSPAPO HAVE RECEIVED FAVORABLE DETERMINATION LETTERS FROM THE INTERNAL REVENUE SERVICE STATING THAT THEY ARE EXEMPT FROM FEDERAL INCOME TAX UNDER THE PROVISIONS OF SECTION 501(A) OF THE INTERNAL REVENUE CODE OF 1986 (IRC) AS ORGANIZATIONS DESCRIBED IN SECTIONS 501(C)(6) FOR THE ABMS AND 501(C)(3) FOR ABMS-REF AND MSPAPO, EXCEPT FROM INCOME TAXES PERTAINING TO UNRELATED BUSINESS INCOME. ABMS-REF AND MSPAPO ARE AFFILIATES OF ABMS AND ARE NOT INCLUDED IN THIS RETURN. ABMS INTERNATIONAL, LLC AND ABMS SOLUTIONS, LLC, BOTH SUBSIDIARIES OF ABMS, ARE LIMITED LIABILITY COMPANIES UNDER THE IRC. ABMS SINGAPORE, LLC, A WHOLLY-OWNED SUBSIDIARY OF ABMS INTERNATIONAL, LLC, IS SUBJECT TO SINGAPORE CORPORATE INCOME TAX AND GOODS AND SERVICES TAX (GST) BASED ON THE CONTRACT INCOME EARNED IN SINGAPORE. THE TAXES ARE ACCOUNTED FOR UNDER THE ASSET AND LIABILITY METHOD, WHICH REQUIRES THE RECOGNITION OF TAX ASSETS AND LIABILITIES FOR THE EXPECTED FUTURE TAX CONSEQUENCES OF EVENTS THAT HAVE BEEN INCLUDED IN THE FINANCIAL STATEMENTS FOR ABMS SINGAPORE, LLC. UNCERTAIN TAX POSITIONS ARE RECORDED IF THE POSITIONS ARE MORE LIKELY THAN NOT TO BE SUSTAINED ON THE BASIS OF THE TECHNICAL MERITS OF THE POSITIONS. ABMS IS SUBJECT TO ROUTINE AUDITS BY TAXING JURISDICTIONS; HOWEVER, NO AUDITS ARE CURRENTLY IN PROGRESS FOR ANY TAX PERIODS. East Asia and the Pacific Program Services SPCLTY CERTIFICATION 3135654 Middle East and North Africa Program Services EDUCATION 12362 3148016 3148016 false false false false false false ACTIVITIES PER REGION SCHEDULE F, PART I, LINE 3 THE ORGANIZATION USES THE ACCRUAL METHOD TO ACCOUNT FOR EXPENDITURES. true ABMS Research and Education Foundation 353 N Clark ST Suite 1400 Chicago IL 60654 237304902 501(C)(3) 557000 RESEARCH & EDUCATION 1 GRANTS SCHEDULE I, PART I, LINE 2 ABMS, WITH REVIEW AND APPROVAL BY THE FINANCE COMMITTEE AND THE ABMS BOARD OF DIRECTORS, PERIODICALLY PROVIDES FUNDING SUPPORT IN THE FORM OF A GRANT TO THE ABMS RESEARCH AND EDUCATION FOUNDATION. FUNDING SUPPORT WAS PROVIDED IN 2018 FOR $557,000. IN 2017, FUNDING OF $635,000 WAS PROVIDED. X X X true true X X X X false false false RICHARD E HAWKINS MD PRESIDENT & CEO 617464 25728 64800 2700 0 0 47937 1997 20027 834 750228 31259 0 0 LAURA SKARNULIS COO 324329 13514 85212 3550 0 0 34656 1444 29087 1211 473284 19719 0 0 JENNIFER FRONEK VP OF FINANCE 178666 11404 5875 375 0 0 13635 870 7910 508 206086 13157 0 0 MIRA IRONS MD SVP ACADEMIC AFFAIRS 358912 0 90980 0 0 0 36100 0 10840 0 496832 0 0 0 KATHLEEN RUFF CHIEF OF STAFF 293630 0 74556 0 25000 0 36100 0 0 0 429286 0 0 0 JOHN MANDELBAUM CHIEF LEGAL OFFICER 225277 19589 60277 5241 0 0 49295 4286 22772 1980 357621 31096 0 0 THOMAS GRANATIR SVP POLICY & EXT. RELATIONS 237694 0 63273 0 0 0 36100 0 23926 0 360993 0 0 0 JENNIFER MICHAEL CHIEF INFORMATION OFFICER 223238 4556 9751 199 0 0 18040 368 33701 688 284730 5811 0 0 KRISTA ALLBEE VP INTERNATIONAL PROGRAMS 211051 0 7550 0 0 0 16318 0 6473 0 241392 0 0 0 DAVID SWANSON PHD VP ACADEMIC PROGRAMS & SVCS 288121 0 6350 0 25000 0 19938 0 19284 0 358693 0 0 0 DAVID W PRICE MD SVP ABMS, EXEC. DIR. MSPAPO 57512 230047 11772 47088 5000 20000 10477 41906 0 0 84761 339041 0 0 RICHARD WATERS VP MARKETING & COMMUNICATIONS 199045 17308 8280 720 0 0 15095 1313 0 0 222420 19341 0 0 DORIA LESS ACCOUNT EXECUTIVE 51501 0 130986 0 9214 0 8085 0 11758 0 211544 0 0 0 KATHLEEN HOLTZMAN DIR OF ASSESSMENT AND INTL OPS 177617 3625 6370 130 0 0 14140 283 28489 573 226616 4611 0 0 LOIS MARGARET NORA MD PRE. & CEO 290075 0 105703 0 0 0 8650 0 19502 0 423930 0 0 0 FIRST-CLASS OR CHARTER TRAVEL SCHEDULE J, PART I, LINE 1A PER THE TERMS OF the EMPLOYMENT CONTRACT, THE PRESIDENT AND CEO IS PERMITTED TO FLY FIRST CLASS FOR ORGANIZATION-RELATED BUSINESS ON FLIGHTS THAT ARE THREE HOURS IN DURATION OR LONGER. THIS BENEFIT IS NOT TAXABLE AS COMPENSATION. HEALTH OR SOCIAL CLUB DUES SCHEDULE J, PART I, LINE 1A ABMS OFFERS ONE OFFICER, TWO KEY EMPLOYEES AND ONE HIGHLY COMPENSATED EMPLOYEE LOCATED IN THE CHICAGO OFFICE HEALTH CLUB SUBSIDIES, WHICH ARE REPORTED AS TAXABLE COMPENSATION TO THE RECIPIENT EMPLOYEES. All employees in the Chicago office are eligible to receive this benefit. DISCRETIONARY SPENDING SCHEDULE J, PART I, LINE 1A PER THE TERMS OF THEIR OFFER LETTERS, ONE KEY EMPLOYEE AND TWO HIGHLY COMPENSATED EMPLOYEES RECEIVE TRAVEL ALLOWANCES. THE TRAVEL ALLOWANCES ARE TAXABLE TO THEM AS COMPENSATION. Former Officer Compensation With the approval of the Board of Directors, Lois Margaret Nora, MD, elected to receive accrued paid time off over the 18 months following her departure. The expense was recognized in the years that the leave was earned. UNRELATED BUSINESS INCOME FORM 990, PART I, LINE 7B THE ORGANIZATION'S UNRELATED BUSINESS TAXABLE INCOME FOR THE FISCAL YEAR ENDED JUNE 30, 2018 WAS FROM INCOME CREATED UNDER IRC 512(A)(7) RELATED TO QUALIFIED TRANSPORTATION FRINGE BENEFITS. AS SUCH, IS NOT REFLECTED ON FORM 990, PART VIII, STATEMENT OF REVENUE. OTHER PROGRAM SERVICE ACCOMPLISHMENTS FORM 990, PART III, LINE 4D ADVOCACY - ABMS COMMUNICATES INFORMATION ABOUT AND ADVOCATES THE IMPORTANCE OF BOARD CERTIFICATION, MAINTENANCE OF CERTIFICATION, AND ITS RELATED STANDARDS TO MEMBER BOARDS, PHYSICIAN DIPLOMATES, MEDICAL PROFESSIONALS, ORGANIZATIONS AND THE GENERAL PUBLIC. THESE COMMUNICATIONS PROVIDE PATIENTS AND HEALTH CARE PROVIDERS AND INSTITUTIONS IMPORTANT INFORMATION ABOUT THE KNOWLEDGE, SKILLS AND JUDGEMENT OF CERTIFIED PHYSICIANS AND SCIENTISTS WHO HOLD THE ABMS BOARD CERTIFICATION CREDENTIAL. CERTIFICATIONMATTERS.ORG, AN ABMS WEBSITE, ALSO PROVIDES INFORMATION ABOUT BOARD CERTIFICATION. ANYONE CAN ACCESS THIS SITE TO DETERMINE IF A PHYSICIAN IS BOARD-CERTIFIED BY AN ABMS MEMBER BOARD. RESEARCH AND PROFESSIONAL DEVELOPMENT - ABMS AND ITS MEMBER BOARDS ACTIVELY STUDY AND/OR SUPPORT RESEARCH INTO THE IMPACT THAT BOARD CERTIFICATION, ITS STANDARDS AND CONTINUING CERTIFICATION PROGRAMS HAVE ON BOTH THE PROFESSION OF MEDICINE AS WELL AS IMPROVING PATIENT SAFETY AND CARE. ABMS IS ALSO COMMITTED TO THE PHYSICIAN PROFESSIONAL DEVELOPMENT INCLUDING CONTINUING MEDICAL EDUCATION AND QUALITY AND MEDICAL PRACTICE IMPROVEMENT ACTIVITIES AS PART OF ITS CONTINUING CERTIFICATION PROGRAMS. DELEGATION OF AUTHORITY FORM 990, SECTION A, PART VI, LINE 1A WITH RESPECT TO "MATERIAL DIFFERENCES IN VOTING RIGHTS AMONG MEMBERS OF THE GOVERNING BODY,": ABMSS BOARD OF DIRECTORS IS COMPRISED OF 35 VOTING MEMBERS: THE CHAIR, CHAIR-ELECT, IMMEDIATE PAST CHAIR, SECRETARY-TREASURER AND PRESIDENT AND CEO, EACH OF WHICH HAS 1 VOTE; 6 PUBLIC MEMBERS, EACH OF WHICH HAS 1 VOTE; AND 24 MEMBER BOARD EMPOWERED REPRESENTATIVES (MBERS), EACH OF WHICH HAS EITHER 1 VOTE OR AN ALLOCATED PORTION OF 100 VOTES (PROPORTIONAL VOTING), DEPENDING ON THE SUBJECT MATTER OF THE RESOLUTION AT ISSUE. IN THE CASE OF PROPORTIONAL VOTING, EACH MBER HAS A BASE OF 2 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: ABMSS EXECUTIVE COMMITTEE IS A STANDING COMMITTEE OF THE BOARD OF DIRECTORS WITH CORPORATE AUTHORITY, RESPONSIBLE FOR OVERSEEING THE CORPORATION AND WITH FULL AUTHORITY TO ACT ON BEHALF OF THE CORPORATION IN THE INTERIM BETWEEN MEETINGS OF THE BOARD OF DIRECTORS. THE EXECUTIVE COMMITTEE IS REQUIRED TO COMMUNICATE TO THE FULL BOARD OF DIRECTORS IN A TIMELY FASHION ALL IF ITS ACTIONS TAKEN ON BEHALF OF THE CORPORATION. THE EXECUTIVE COMMITTEE IS COMPRISED OF THE CHAIR, CHAIR-ELECT, IMMEDIATE PAST CHAIR, SECRETARY-TREASURER, PRESIDENT AND CEO, 3 MBERS, AND 1 PUBLIC MEMBER. MEMBERS OR STOCKHOLDERS FORM 990, PART VI, SECTION A, LINE 6 THERE ARE 3 CLASSES OF MEMBERS, NAMELY: REGULAR MEMBERS, ASSOCIATE MEMBERS AND PUBLIC MEMBERS. EACH CLASS SHALL HAVE ONLY THE RIGHTS AND POWERS SET FORTH BELOW. REGULAR MEMBERS SHALL BE ALL THE PRIMARY AND CONJOINT MEDICAL SPECIALTY BOARDS (CURRENTLY 24) WHICH HAVE BEEN APPROVED BY THIS CORPORATION IN ACCORDANCE WITH THE CRITERIA STIPULATED IN THE "ESSENTIALS FOR APPROVAL OF EXAMINING BOARDS IN MEDICAL SPECIALTIES", AS ESTABLISHED BY THIS CORPORATION FROM TIME TO TIME. ASSOCIATE MEMBERS SHALL BE LIMITED TO SUCH ORGANIZATIONS INTERESTED IN MEDICAL EDUCATION OR THE STANDARDS OF MEDICAL PRACTICE AS, IN THE SOLE OPINION OF THIS CORPORATION, CAN ASSIST IT SIGNIFICANTLY IN THE ATTAINMENT OF ITS PURPOSES. PUBLIC MEMBERS ARE PERSONS ELECTED BY THE BOARD OF DIRECTORS TO BRING VIEWPOINTS FROM THE PUBLIC TO THE DELIBERATIONS OF THE CORPORATION. PUBLIC MEMBERS SHALL BE VOTING MEMBERS OF THE BOARD OF DIRECTORS, WITH ALL THE RIGHTS AND RESPONSIBILITIES HEREIN. MEMBERS OR STOCKHOLDERS WHO MAY ELECT FORM 990, PART VI, SECTION A, LINES 7A PER THE ABMS BYLAWS, CANDIDATES FOR OPEN MEMBER BOARD EMPOWERED REPRESENTATIVE (MBER) POSITIONS ARE RECOMMENDED BY THE RESPECTIVE MEMBER BOARD TO THE GOVERNANCE COMMITTEE. CANDIDATES FOR PUBLIC MEMBER POSITIONS MAY BE RECOMMENDED TO THE GOVERNANCE COMMITTEE BY ANY MEMBER OF THE ABMS BOARD OF DIRECTORS, MEMBER BOARD EXECUTIVES, OR ASSOCIATE MEMBERS. THE GOVERNANCE COMMITTEE REVIEWS THE CRITERIA AND QUALIFICATIONS OF PROSPECTIVE CANDIDATES BEFORE NOMINATING THEM TO THE ABMS BOARD OF DIRECTORS. NEW MEMBERS OF THE ABMS BOARD OF DIRECTORS ARE ELECTED BY A REPRESENTATIONAL SUPERMAJORITY VOTE OF THE EXISTING MEMBERS OF ABMS BOARD OF DIRECTORS. FORM 990 REVIEW PROCESS FORM 990, PART VI, SECTION B, LINE 11 THE BOARD RETAINED THE SERVICES OF AN INDEPENDENT CPA FIRM TO PREPARE THE MSPAPO FORM 990. THE INDEPENDENT CPA FIRM PRESENTED THE FORM 990 TO THE AUDIT COMMITTEE WHICH APPROVED IT IN AUGUST 2019. THE AUDIT COMMITTEE THEN FORWARDED THE FORM 990 TO THE EXECUTIVE COMMITTEE OF THE ABMS BOARD OF DIRECTORS FOR ITS CONSIDERATION AND APPROVAL LATER THAT MONTH. AFTERWARDS, A COMPLETE COPY OF THE FORM 990 WAS PROVIDED TO THE FULL BOARD OF DIRECTORS. WRITTEN CONFLICT OF INTEREST POLICY FORM 990, PART VI, SECTION B, LINE 12C THE ABMS CONFLICT 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, DIRECTORS ARE REQUIRED TO DISCLOSE CONFLICTS OF INTEREST AND DUALITIES OF INTEREST. THE MINUTES OF ALL BOARD AND ALL BOARD COMMITTEES SHALL 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. PROCESS OF DETERMINING COMPENSATION FORM 990, PART VI, LINE 15A & 15B FOR THE ABMS PRESIDENT AND CEO'S COMPENSATION, THE PROCESS IS AS FOLLOWS: 1. COMPARABILITY DATA FROM SIMILAR NOT FOR PROFIT HEALTH CARE ORGANIZATIONS AND INSTITUTIONS IS REVIEWED BY THE EXECUTIVE COMMITTEE OF THE ABMS BOARD OF DIRECTORS. 2. AN OUTSIDE COMPENSATION CONSULTING FIRM WILL PERIODICALLY ADVISE THE EXECUTIVE COMMITTEE OF THE ABMS BOARD OF DIRECTORS REGARDING APPROPRIATE COMPENSATION AND BENEFITS FOR THE PRESIDENT AND CEO. 3. MEMBERS OF THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS, WHO ARE INDEPENDENT, SET THE COMPENSATION FOR THE PRESIDENT AND CEO. FOR KEY EMPLOYEES, THE PROCESS IS AS FOLLOWS: COMPENSATION FOR KEY EMPLOYEES (as defined in Part VII) OF ABMS IS SET BY THE PRESIDENT AND CEO. WHEN SETTING COMPENSATION, THE PRESIDENT AND CEO 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 CEO WAS LAST REVIEWED IN 2017. THE COMPENSATION OF KEY EMPLOYEES WAS LAST REVIEWED IN 2018. GOVERNING DOCUMENTS MADE AVAILABLE TO THE PUBLIC FORM 990, PART VI, SECTION C, LINE 19 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. 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 RELATED ORGANIZATIONS, THE AMERICAN BOARD OF MEDICAL SPECIALTIES RESEARCH AND EDUCATION FOUNDATION (REF) AND THE MULTI-SPECIALTY PORTFOLIO APPROVAL PROGRAM ORGANIZATION (MSPAPO). ABMS IS REIMBURSED BY THE REF AND THE MSPAPO. 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