2019-10-04T09:57:39-05:00 2018-12-31 271728945 PKF O'CONNOR DAVIES LLP 500 MAMARONECK AVENUE HARRISON NY 105281633 990 2018-01-01 203957960 AFIA FOUNDATION INC AFIA 2127491820 PARKWEST FIN STATION PO BOX 20997 NEW YORK NY 10025 CARLOS CUEVAS CHAIR 2127491820 2019-10-04 1 GARRETT M HIGGINS P00543209 9143818900 2019-09-28 65.51.112.58 2019-10-04 09:57:36 ED P DA39A3EE5E6B4B0D3255BFEF95601890AFD80709 9616F4B14A694591D1E716C270910E6FA5556DA3 2018 2019-02-21 02:37:17Z X CARLOS CUEVAS PARKWEST FIN STATION PO BOX 20997 NEW YORK NY 10025 11106498 0 X N/A X 2005 NY TO PROMOTE AND SUPPORT INITIATIVES AND PROJECTS THAT FOCUS ON ACTIVITIES, PROGRAMS AND UNDERTAKINGS THAT ASSIST INDIVIDUALS WITH LOW-INCOME OR WHO ARE MEDICALLY UNSERVED OR UNDERSERVED. 6 5 0 6 0 0 0 0 121403 136869 1480398 1466236 0 0 1601801 1603105 1243434 1664954 0 0 0 0 0 0 0 302216 304449 1545650 1969403 56151 -366298 29062518 26567979 10410 273460 29052108 26294519 X TO PRIMARILY BENEFIT, PROMOTE AND SUPPORT, BY GIFT OR OTHERWISE, THE WILLIAM F. RYAN COMMUNITY HEALTH CARE, INC., AND THE RYAN/CHELSEA - CLINTON COMMUNITY HEALTH CENTER, INC. (THE "SUPPORTED ORGANIZATIONS") AND TO PROMOTE AND SUPPORT INITIATIVES AND PROJECTS THAT FOCUS ON ACTIVITIES, PROGRAMS AND UNDERTAKINGS THAT ASSIST INDIVIDUALS WITH LOW-INCOME OR WHO ARE MEDICALLY UNSERVED OR UNDERSERVED. 0 0 1664954 1664954 136869 AFIA FOUNDATION, INC. HAS PROVIDED $1,664,954 TO SUPPORT WILLIAM F RYAN COMMUNITY HEALTH CENTER, INC.'S AND RYAN CHELSEA CLINTON COMMUNITY HEALTH CENTER, INC.'S PURPOSE TO PROVIDE HIGH QUALITY HEALTH CARE SERVICES TO UNDERSERVED POPULATIONS. 1664954 1 0 0 0 0 0 0 0 0 0 0 0 1 0 1 1 1 0 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 X 6 5 0 1 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 0 0 0 NY X X SCOTT D MORGAN 2123167923 110 WEST 97TH STREET NEW YORK NY 10025 X CARLOS CUEVAS CHAIR 1.00 X X 0 0 0 BARBRA E MINCH VICE CHAIR AND TREASURER 1.00 X X 0 0 0 CLAUDIA GIBSON SECRETARY THRU OCTOBER 2018 1.00 X X 0 0 0 WALTER DELACRUZ BOARD MEMBER 1.00 5.00 X 0 0 0 ERIKA DILDAY BOARD MEMBER 1.00 X 0 0 0 E RONALD GUY BOARD MEMBER 1.00 10.00 X 0 0 0 BRIAN MCINDOE BOARD MEMBER PAID BY WFR - SEE SCH. O 1.00 40.00 X 0 382290 46397 JOSE VIRELLA CFO THRU FEBRUARY 2018 5.00 35.00 X 0 52313 5886 SCOTT MORGAN CFO 5.00 35.00 X 0 144678 26979 0 579281 79262 0 0 1 0 MERRILL LYNCH THE FAND GROUP 2 WORLD FINANCIAL CTR 40 NEW YORK NY 10281 FINANCIAL ADVISOR 160480 WILLIAM F RYAN COMMUNITY HEALTH CENTER 110 WEST 97TH STREET NEW YORK NY 10025 MANAGEMENT SERVICES 120000 2 PROGRAM RELATED LOAN INTEREST 525990 136869 136869 136869 569080 569080 10400549 9503393 897156 897156 897156 1603105 136869 0 1466236 1664954 1664954 120000 120000 4573 4573 10025 10025 160480 160480 2798 2798 6573 6573 1969403 1664954 304449 0 43148 205245 491146 587571 1644 1644 25865578 23253082 2613290 2465558 47712 54879 29062518 26567979 10196 13320 257618 214 2522 10410 273460 X 29052108 26294519 29052108 26294519 29062518 26567979 -366298 -2391291 0 X X 0 1 X 0 0 X X X 2 RYAN CHELSEA CLINTON COMMUNITY HEALTH CENTER 133911827 10 1 486536 0 WILLIAM F RYAN COMMUNITY HEALTH CENTER INC 132884976 10 1 1178418 0 2 1664954 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 LOAN RECEIVABLE-WILLIAM F RYAN COMMUNITY HEALTH CENTER, INC. 1723609 F LOAN RECEIVABLE-RYAN/CHELSEA-CLINTON COMMUNITY HEALTH CENTER, INC. 741949 F 2465558 DUE TO WILLIAM F. RYAN COMMUNITY HEALTH CENTER, INC. 2522 2522 X -948666 -2391291 -2391291 1442625 160480 160480 1603105 1808923 0 1808923 160480 160480 1969403 PART X, LINE 2: THE FOUNDATION RECOGNIZES THE EFFECT OF INCOME TAX POSITIONS ONLY IF THOSE POSITIONS ARE MORE LIKELY THAN NOT TO BE SUSTAINED. MANAGEMENT HAS DETERMINED THAT THE FOUNDATION HAD NO UNCERTAIN TAX POSITIONS THAT WOULD REQUIRE FINANCIAL STATEMENT RECOGNITION OR DISCLOSURE. THE FOUNDATION IS NO LONGER SUBJECT TO EXAMINATIONS BY THE APPLICABLE TAXING JURISDICTIONS FOR PERIODS PRIOR TO DECEMBER 31, 2015. 1 RYAN CHELSEA CLINTON COMMUNITY HEALTH CENTER 645 10TH AVENUE NEW YORK NY 10036 133911827 501(C)(3) 486536 TO SUPPORT THE AMERICORPS PROGRAM AND PATIENT CENTER MEDICAL HOMES REIMBURSEMENT. WILLIAM F RYAN COMMUNITY HEALTH CENTER INC 110 WEST 97TH STREET NEW YORK NY 10025 132884976 501(C)(3) 1178418 TO SUPPORT A MEDICAL VAN PROJECT, PHASE III OF THE RENOVATION PROJECT AT THE WEST 97TH STREET LOCATION AND PATIENT CENTER MEDICAL HOMES REIMBURSEMENT. 2 PART I, LINE 2: IN THE AWARD LETTER, THE FOUNDATION NOTES THAT THE FUNDS ARE IN SUPPORT OF THE SPECIFIC PROJECT DESCRIBED IN THE PROPOSAL, AND REQUESTS THAT THE GRANTEE PROVIDE A FINANCIAL REPORT WHEN FUNDS ARE EXPENDED. 0 0 0 0 0 0 0 0 0 BRIAN MCINDOE BOARD MEMBER PAID BY WFR - SEE SCH. O 0 375680 0 0 0 6610 0 5500 0 40897 0 428687 0 0 SCOTT MORGAN CFO 0 144678 0 0 0 0 0 0 0 26979 0 171657 0 0 PART I, LINE 3 THE CFO IS PAID BY THE RELATED ORGANIZATION, WILLIAM F. RYAN COMMUNITY HEALTH CENTER, INC. WHEN DETERMINING COMPENSATION OF TOP MANAGEMENT OFFICIALS, THE HUMAN RESOURCE DEPARTMENT CONTACTS THE HUMAN RESOURCE DEPARTMENT OF OTHER COMMUNITY HEALTH CENTERS AND HEALTH INSTITUTIONS FOR COMPARISON OF SALARY, INCLUDING BENEFITS, AND VISITS RELEVANT INTERNET WEBSITES. THE CENTER ALSO PARTICIPATES IN THE NATIONAL ASSOCIATION OF COMMUNITY HEALTH CENTER'S (NACHC) ANNUAL HEALTH CENTER SALARY AND BENEFIT SURVEY. FORM 990, PART VI, SECTION A, LINE 3 WILLIAM F. RYAN COMMUNITY HEALTH CENTER, INC. PROVIDES GENERAL OVERSIGHT AND FINANCIAL MANAGEMENT SERVICES TO THE ORGANIZATION. BRIAN MCINDOE, SCOTT MORGAN, AND JOSE VIRELLA WERE PAID BY WILLIAM F. RYAN COMMUNITY HEALTH CENTER, INC. THEIR 2018 COMPENSATION IS REPORTED IN PART VII, SECTION A AND BOTH OF THEIR COMPENSATION IS ALSO REPORTED ON SCHEDULE J, PART II. WILLIAM F. RYAN COMMUNITY HEALTH CENTER, INC. WAS PAID $120,000 IN 2018 FOR THESE SERVICES. FORM 990, PART VI, SECTION A, LINE 6 THE AFIA FOUNDATION IS A MEMBERSHIP ORGANIZATION. THE WILLIAM F. RYAN COMMUNITY HEALTH CENTER, INC., AND THE RYAN/CHELSEA-CLINTON COMMUNITY HEALTH CENTER, INC., ACTING THROUGH THEIR INDIVIDUAL BOARDS OF DIRECTORS SHALL BE THE CORPORATE MEMBERS ("MEMBERS") OF THE FOUNDATION. FORM 990, PART VI, SECTION A, LINE 7A WILLIAM F RYAN COMMUNITY HEALTH CENTER, INC. AND THE RYAN/CHELSEA-CLINTON COMMUNITY HEALTH CENTER, INC. ACTING THROUGH THEIR INDIVIDUAL BOARD OF DIRECTORS SHALL BE THE CORPORATE MEMBERS OF AFIA FOUNDATION, INC. AT EACH ANNUAL MEETING OF MEMBERS, DIRECTORS SHALL BE ELECTED TO HOLD OFFICE UNTIL THE NEXT ANNUAL MEETING AND UNTIL THEIR SUCCESSORS HAVE BEEN ELECTED AND QUALIFIED. FORM 990, PART VI, SECTION A, LINE 7B ANY OR ALL OF THE DIRECTORS MAY BE REMOVED FOR CAUSE BY VOTE OF THE MEMBERS, OR BY VOTE OF THE DIRECTORS PROVIDED THERE IS A QUORUM OF NOT LESS THAN A MAJORITY OF THE ENTIRE BOARD OF DIRECTORS PRESENT AT THE MEETING OF DIRECTORS AT WHICH SUCH ACTION IS TAKEN. ANY OR ALL OF THE DIRECTORS MAY BE REMOVED WITHOUT CAUSE BY VOTE OF THE MEMBERS. THE FOLLOWING ITEMS MUST BE APPROVED FIRST BY MAJORITY VOTE OF THE BOARD OF DIRECTORS AT A MEETING AT WHICH A QUORUM IS PRESENT AND THEN SUBMITTED TO THE MEMBERS FOR APPROVAL. -APPROVAL OF A MERGER OR CONSOLIDATION -APPROVAL OF DISSOLUTION OF THE CORPORATION; AND -APPROVAL OF THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE CORPORATION'S ASSETS; PROVIDED THAT, THE SALE, LEASE MORTGAGE, EXCHANGE OR OTHER DISPOSITION OF REAL PROPERTY THAT CONSTITUTES ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE CORPORATION REQUIRES A VOTE BY TWO-THIRDS (2/3) VOTE OF THE ENTIRE BOARD OF DIRECTORS BEFORE SUBMISSION TO THE MEMBERS. FORM 990, PART VI, SECTION B, LINE 11B FORM 990 WAS REVIEWED BY THE CHIEF FINANCIAL OFFICER, AND CHIEF OF STRATEGIC DEVELOPMENT OF WILLIAM F. RYAN COMMUNITY HEALTH CENTER INC. THE CHAIR THEN PRESENTS THE FORM 990 FOR FULL BOARD REVIEW AT THE BOARD OF DIRECTORS MEETING, BEFORE IT IS FILED WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C EACH BOARD MEMBER, OFFICER OR KEY EMPLOYEE SHALL COMPLETE A CONFLICT OF INTEREST QUESTIONNAIRE PRIOR TO BECOMING A BOARD MEMBER, OFFICER OR KEY EMPLOYEE AND ANNUALLY THEREAFTER. THE QUESTIONNAIRE SHALL BE IN THE FORM APPROVED BY THE BOARD OF DIRECTORS. EACH BOARD MEMBER, OFFICER OR KEY EMPLOYEE SHALL PROMPTLY ADVISE THE [SECRETARY/COMPLIANCE OFFICER] OF ANY CHANGES TO THE INFORMATION PROVIDED IN THAT INDIVIDUAL'S LAST COMPLETED CONFLICT OF INTEREST QUESTIONNAIRE. IF DURING THE COURSE OF A BOARD MEETING, DISCUSSION, OR DELIBERATION ANY ACTUAL OR POTENTIAL CONFLICT OF INTEREST BECOMES APPARENT TO A BOARD MEMBER, THE BOARD MEMBER MUST DISCLOSE SUCH ACTUAL OR POTENTIAL CONFLICT TO THE BOARD OF DIRECTORS. IF ANOTHER BOARD MEMBER BECOMES AWARE OF ANY ACTUAL OR POTENTIAL CONFLICT OF INTEREST, HE OR SHE SHALL DISCLOSE SUCH CONFLICT IF THE CONFLICTED BOARD MEMBER IS ABSENT. IN BOTH CASES, SUCH DISCLOSURE SHALL BE MADE A MATTER OF RECORD. THE [SECRETARY/COMPLIANCE OFFICER] WILL ENSURE THAT ALL INDIVIDUALS REQUIRED TO COMPLETE AN ANNUAL DISCLOSURE STATEMENT DO SO IN ACCORDANCE WITH THIS POLICY. IF ANY INDIVIDUAL FAILS TO COMPLY WITH THE POLICY'S DISCLOSURE REQUIREMENTS, THE [SECRETARY/COMPLIANCE OFFICER] WILL REPORT SUCH FAILURE TO THE BOARD OF DIRECTORS, WHICH SHALL RECOMMEND APPROPRIATE CORRECTIVE ACTION. ALL DISCLOSURES OF INTERESTS IN COMPLETED QUESTIONNAIRES OR SUBSEQUENT ADVICE SHALL BE COMPILED AND REPORTED BY MANAGEMENT TO THE BOARD OF DIRECTORS. A LIST OF RELATED PARTIES IDENTIFIED THROUGH THE ANNUAL DISCLOSURE PROCESS SHALL BE ASSEMBLED AND PROVIDED TO EMPLOYEES OF THE FOUNDATION OR OTHER INDIVIDUALS WHO HAVE AUTHORITY TO SIGN CONTRACTS, ENTER INTO TRANSACTIONS AND SIGN CHECKS ON BEHALF OF THE FOUNDATION. SUCH INDIVIDUALS SHALL BE RESPONSIBLE FOR REVIEWING THE LIST OF RELATED PARTIES BEFORE ENTERING INTO A TRANSACTION TO CONFIRM WHETHER IT IS A RELATED PARTY TRANSACTION. UPON RECEIPT OF A RELATED PARTY TRANSACTION REVIEW REQUEST, THE [SECRETARY/COMPLIANCE OFFICER] SHALL CONVENE A MEETING OF THE BOARD OF DIRECTORS TO REVIEW THE RELATED PARTY TRANSACTION BEFORE IT IS ENTERED INTO BY THE FOUNDATION. THE BOARD OF DIRECTORS SHALL REVIEW THE RELATED PARTY TRANSACTION TO CONFIRM THAT IT IS FAIR, REASONABLE AND IN THE FOUNDATION'S BEST INTERESTS TO ENTER INTO THE TRANSACTION. THE BOARD OF DIRECTORS SHALL UTILIZE THE FOLLOWING PROCESS TO APPROVE TRANSACTIONS SUBJECT TO THIS POLICY: (A) THE BOARD OF DIRECTORS MUST APPROVE IN ADVANCE THE RELATED PARTY TRANSACTION. ANY MEMBER OF THE BOARD OF DIRECTORS WHO HAS A CONFLICT OF INTEREST AS DEFINED IN THIS POLICY MAY NOT PARTICIPATE IN THE VOTE, NOR MAY HE OR SHE BE PRESENT DURING VOTING OR DELIBERATIONS. (B) THE BOARD OF DIRECTORS MUST MAKE ITS DECISION IN RELIANCE ON APPROPRIATE DATA AS TO COMPARABLE ARRANGEMENTS TO THE EXTENT THEY ARE AVAILABLE. (C) THE BOARD OF DIRECTORS MUST ADEQUATELY DOCUMENT ITS DECISION AND DELIBERATIONS IN THE CORPORATE RECORDS. ALL EMPLOYEES SHOULD DEAL WITH VENDORS WITHOUT ANY APPEARANCE OF FAVOR OR PREFERENCE BASED ON PERSONAL CONSIDERATIONS. EMPLOYEES MUST, AT ALL TIMES, EXERCISE THEIR BEST SKILL, CARE AND JUDGMENT FOR THE BENEFIT OF THE FOUNDATION AND MUST REFRAIN FROM BEING INFLUENCED BY PERSONAL CONSIDERATIONS OF ANY KIND IN THE PERFORMANCE OF THEIR DUTIES. WHENEVER A CONFLICT OF INTEREST - OR EVEN A POSSIBLE CONFLICT OF INTEREST - EXISTS, IT MUST BE FULLY DISCLOSED AND THE EMPLOYEE INVOLVED MAY THEN BE REQUIRED TO REFRAIN FROM PARTICIPATING IN THE CONSIDERATION OR DETERMINATION OF ANY TRANSACTION WITH THE VENDOR. SPECIFICALLY, AN EMPLOYEE OF THE FOUNDATION WITH A POTENTIAL CONFLICT OF INTEREST IN A PARTICULAR MATTER SHALL PROMPTLY AND FULLY DISCLOSE THE POTENTIAL CONFLICT TO HIS SUPERVISOR WHO SHALL THEN DISCLOSE THE MATTER TO THE [PRESIDENT/COMPLIANCE OFFICER]. THE [PRESIDENT/COMPLIANCE OFFICER] SHALL BE RESPONSIBLE FOR DETERMINING THE PROPER WAY FOR THE FOUNDATION TO HANDLE DECISIONS WHICH INVOLVE EMPLOYEE CONFLICTS OF INTEREST. IN MAKING SUCH DETERMINATIONS, THE [PRESIDENT/COMPLIANCE OFFICER] MAY CONSULT WITH LEGAL COUNSEL. THE [PRESIDENT/COMPLIANCE OFFICER] SHALL REPORT TO THE BOARD OF DIRECTORS AT LEAST ANNUALLY CONCERNING EMPLOYEE CONFLICTS OF INTEREST WHICH HAVE BEEN DISCLOSED AND CONTRACTS AND TRANSACTIONS INVOLVING EMPLOYEE CONFLICTS WHICH THE [PRESIDENT/COMPLIANCE OFFICER] HAS APPROVED. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION'S FORM 990 AND FORM 1023 ARE AVAILABLE FOR PUBLIC INSPECTION AS REQUIRED UNDER SECTION 6104 OF THE INTERNAL REVENUE CODE. THE RETURN IS POSTED ON GUIDESTAR.ORG AND OTHER SIMILAR WEBSITE. IN ADDITION, THE FINANCIAL STATEMENTS, ARTICLES OF INCORPORATION, FORM 990, FORM 1023, AND BY-LAWS ARE ALSO AVAILABLE UPON REQUEST. FORM 990, PART VII, SECTION A: BRIAN MCINDOE RECEIVES COMPENSATION IN HIS ROLE AS PRESIDENT/CEO OF WILLIAM F. RYAN COMMUNITY HEALTH CENTER, A RELATED PARTY. THIS COMPENSATION IS REPORTED IN PART VII, SECTION A, AND SCHEDULE J, PART II AS REQUIRED. THIS INDIVIDUAL DOES NOT RECEIVE COMPENSATION FROM THE FILING ORGANIZATION NOR THE RELATED ORGANIZATION IN HIS ROLE AS A BOARD MEMBER. FORM 990, PART XII, LINE 2C: THE ORGANIZATION'S BOARD OF DIRECTORS SHALL BE RESPONSIBLE FOR OVERSEEING THE ACCOUNTING AND FINANCIAL REPORTING PROCESSES OF THE CORPORATION AND THE AUDIT OF THE CORPORATION'S FINANCIAL STATEMENTS. RYANCHELSEA-CLINTON COMMUNITY HEALTH CENTER INC 645 10TH AVENUE NEW YORK NY 10036 133911827 PROVIDES HIGH QUALITY HEALTH CARE SERVICES TO UNDERSERVED POPULATIONS NY 501(C)(3) LINE 10 N/A 0 WILLIAM F RYAN COMMUNITY HEALTH CENTER INC 110 WEST 97TH STREE NEW YORK NY 10025 132884976 PROVIDES HIGH QUALITY HEALTH CARE SERVICES TO UNDERSERVED POPULATIONS NY 501(C)(3) LINE 10 N/A 0 0 1 0 1 0 0 0 0 0 0 0 0 1 0 0 1 0 0 0