2012-08-10T14:55:52-05:00 2011-09-30 BRIELE & ECHEVERRIA PA 5001 SW 74TH CT STE 202 MIAMI FL 331554453 990 2010-10-01 650077727 JACKSON MEMORIAL FOUNDATION INC JACK 3053554999 901 NW 17 STREET ROOM/SUITE STE G MIAMI FL 33136 THOMAS J SCHRAMM 3053554999 2012-08-10 true E BEATRIZ BROUWER 3054435768 2012-08-10 2010 2016-02-24 21:20:13Z THOMAS J SCHRAMM 901 NW 17 STREET STE G MIAMI FL 33136 11235707 false X WWW.JMF.ORG X 1987 FL JACKSON MEMORIAL FOUNDATION OPERATES EXCLUSIVELY TO SUPPORT JACKSON MEMORIAL HOSPITAL A CODE SEC 170(B)(1)(A)(III)ORGANIZATION AND THE ONLY PUBLIC HOSPITAL IN MIAMI-DADE COUNTY, FLORIDA. THE MISSION OF JMF IS TO CONDUCT TRADITIONAL PHILANTHROPIC ACTIVITIES AND INDEPENDENTLY CREATE AND IMPLEMENT OTHER STRATEGIC ENTREPRENEURIAL INITIATIVES THAT FINANCIALLY ASSIST JACKSON MEMORIAL HOSPITAL IN ADVANCING ITS STATUS AS A WORLD-CLASS MEDICAL CENTER. 37 37 35 49 0 8913240 7145971 0 -13769 451190 -1637906 -804886 7261565 6792275 4760156 6244562 0 2494114 2302327 0 1439210 1127410 1010426 8381680 9557315 -1120115 -2765040 16501115 13578613 789338 1040995 15711777 12537618 X JACKSON MEMORIAL FOUNDATION OPERATES EXCLUSIVELY TO SUPPORT JACKSON MEMORIAL HOSPITAL A CODE SEC 170(B)(1)(A)(III)ORGANIZATION AND THE ONLY PUBLIC HOSPITAL IN MIAMI-DADE COUNTY, FLORIDA. THE MISSION OF JMF IS TO CONDUCT TRADITIONAL PHILANTHROPIC ACTIVITIES AND INDEPENDENTLY CREATE AND IMPLEMENT OTHER STRATEGIC ENTREPRENEURIAL INITIATIVES THAT FINANCIALLY ASSIST JACKSON MEMORIAL HOSPITAL IN ADVANCING ITS STATUS AS A WORLD-CLASS MEDICAL CENTER. false false 4995599 4751309 THE FOUNDATION OPERATES EXCLUSIVELY FOR THE PURPOSE OF ACQUIRING FUNDS AND OTHER APPROPRIATE ASSETS FROM THE PRIVATE AND PUBLIC SECTOR TO IMPROVE THE DELIVERY OF HEALTHCARE AT JACKSON MEMORIAL HOSPITAL; SUPPORT TEACHING AND TRAINING PROGRAMS IN HEALTHCARE; SUPPORT MEDICAL AND SURGICAL TREATMENTS AT THE HOSPITAL; SUPPORT INSTRUCTION AND TRAINING OF PERSONNEL; SUPPORT THE HOSPITAL'S CAPITAL IMPROVEMENT PROJECTS WITHIN THE MEDICAL CAMPUS. 1671086 1264985 INTERNATIONAL KIDS FUND (IKF) IS A PHILANTHROPIC PROGRAM THAT HELPS CRITICALLY ILL CHILDREN PRIMARILY FROM LATIN AMERICA AND THE CARIBBEAN GAIN IMMEDIATE ACCESS TO ESSENTIAL MEDICAL TREATMENTS THAT ARE UNAVAILABLE IN THEIR RESPECTIVE COUNTRIES. IKF SUCCESSFULLY RAISES FUNDS AND ADMINISTERS PROACTIVE ASSISTANCE FOR FOREIGN CHILDREN WITH URGENT HEALTH CARE NEEDS TO RECEIVE EXPERT ATTENTION AT JACKSON MEMORIAL HOSPITAL. 396192 228268 THE GRANTS PROGRAM AT JACKSON MEMORIAL FOUNDATION ASSISTS JACKSON MEMORIAL HOSPITAL THROUGH THE APPLICATION, REPORTING AND COMPLIANCE PROCESS FOR FEDERAL, STATE AND COUNTY GRANTS. THE FOUNDATION CLOSED THIS PROGRAM ON DECEMBER 31,2010. ALL ASSETS AND STAFF WERE TRANSFERRED OVER TO JACKSON HEALTH SYSTEM. JACKSON HEALTH SYSTEM HAS CONTINUED RUNNING THE PROGRAM AS A HOSPITAL DEPARTMENT. 7062877 true true false false false false false false false true true false false false false false true false false false false false false true true false false true false true false false false false false false false false false false false false true true false false false false true 27 0 true 35 true false false false false false true true false false false false false false X 37 37 false false false false false true true true true false true false true true true true false true true true false FL X X ZULLY FORD FIN DIRECTOR 3055851731 901 NW 17 ST STE G MIAMI FL 33136 X ALVAREZ CESAR 4.00 X 0 0 0 BEATTY ROBERT ESQ 2.00 X 0 0 0 BASTIAN BUNNY 2.00 X 0 0 0 BATCHELOR SANDY 4.00 X 0 0 0 BERKOWITZ YOLANDA 2.00 X 0 0 0 BILZIN BRIAN 2.00 X 0 0 0 CANCELA ROSY 2.00 X 0 0 0 CARR CINDY 2.00 X 0 0 0 CARRICARTE MICHAEL 2.00 X 0 0 0 CORDOBA GOOD MARIA C 2.00 X 0 0 0 LAPCIUC MARCOS 2.00 X 0 0 0 COULSON DAVID ESQ 2.00 X 0 0 0 DIMARE JR PAUL J 2.00 X 0 0 0 KAISER GERARD A 2.00 X 0 0 0 GREENE KIM 2.00 X 0 0 0 LIPTON JANICE 2.00 X 0 0 0 LOPEZ-CANTERA CARLOS 4.00 X 0 0 0 MCENANY PATRICK J 2.00 X 0 0 0 MOISE RUDOLPH MD 4.00 X 0 0 0 NESTOR CASTELLANO BRENDA 2.00 X 0 0 0 POLIAKOFF STEVEN R 2.00 X 0 0 0 PRESS SHIRLEY MD 2.00 X 0 0 0 RILEY CHRIS 2.00 X 0 0 0 MIGOYA CARLOS 2.00 X 0 0 0 VANAVER ELISSA 2.00 X 0 0 0 VIYELLA CANDIDO 2.00 X 0 0 0 FORTUN SILVIA 4.00 X 0 0 0 QUINTERO NORMA 2.00 X 0 0 0 WALLACE PATRICIA 2.00 X 0 0 0 CHAMPION JAMES A 4.00 X 0 0 0 CONESE EUGENE P 2.00 X 0 0 0 DIMOND ALAN T 4.00 X X 0 0 0 HOLTZ ABEL 4.00 X 0 0 0 MARTINEZ MARIANA 2.00 X 0 0 0 MITCHELL JOANNE 2.00 X 0 0 0 RODRIGUEZ MANNY J 2.00 X 0 0 0 MAGGIE VILLACAMPA 2.00 X 0 0 0 BENDER JOAN 40.00 X 127669 0 41242 RODRIGUEZ ROLANDO 40.00 X X 269451 73390 40413 397120 73390 81655 3 true true false DUANE MORRIS LLP 30 S 17 STREET PHILADELPHIA PA 191034193 LEGAL FEES 180362 1 325000 1134356 346177 681954 4658484 7145971 91340 91340 4307950 3948100 359850 359850 359850 151400 1134356 495332 -343932 BAD DEBT EXPENSE -460954 -460954 -460954 6792275 -101104 91340 6244562 6244562 468340 124916 343424 590712 80390 155895 354427 842096 377608 296449 168039 16540 16540 45920 45920 338719 31039 123072 184608 250822 215833 34989 45080 6280 15520 23280 79306 3886 9528 65892 136419 105339 31080 95129 32634 8407 54088 154782 48421 48450 57911 936 936 50349 20140 30209 14718 5887 8831 CULTIVATION 34345 5458 28887 GOA DONOR RECOGNITION SYS 29690 29690 TELEPHONE 22868 7355 6205 9308 AUTO EXPENSE 20002 8001 12001 MISCELLANEOUS EXPENSE 17650 7060 10590 58330 26819 9865 21646 9557315 7062877 1055228 1439210 353630 575113 2854103 1910939 5392795 5537225 492455 18450 18450 20337 51237 453579 361334 265498 92245 6750616 4901630 353231 491774 16501115 13578613 789338 1040995 789338 1040995 X 815584 -152528 14896193 12690146 15711777 12537618 16501115 13578613 -2765040 -409119 X false false false X 11474308 10520055 8425036 8913240 7145971 46478610 11474308 10520055 8425036 8913240 7145971 46478610 1873342 44605268 384599 381290 246651 129258 91340 1233138 47711748 -309554 0.93490 0.95130 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED false false false false false false false 1690967 23404 1714371 1585819 105148 1690967 1577345 8474 1585819 1.00000 false false false 162047 106156 55891 158661 131606 27055 132871 123572 9299 92245 6792275 9557315 -2765040 -409119 -409119 -3174159 6383156 -409119 -409119 6792275 6792275 9557315 9557315 9557315 X X X X X X X false FL ANNUAL GALA 755725 655725 100000 131568 ANNUAL ART NIGH 221056 214806 6250 117999 3 308975 263825 45150 245765 1285756 1134356 151400 495332 495332 -343932 true JACKSON MEMORIAL HOSPITAL 1611 NW 12TH AVE MIAMI FL 33136 591713947 GOV 2953756 FUND HOSP. PROJECTS JACKSON MEMORIAL HOSPITAL 1611 NW 12TH AVE MIAMI FL 33136 591713947 GOV 542739 COST EQUIPMENT PD ON BEHALF OF JMH UNIVERSITY OF MIAMI SCHOOL OF MED PO BOX 025405 MIAMI FL 33102 590624458 3 1254814 TO FUND HOSP PROJECT JACKSON MEMORIAL HOSPITAL 1611 NW 12TH AVE MIAMI FL 33136 591713947 GOV 1264985 INTERNATIONAL KIDS F JACKSON MEMORIAL HOSPITAL 1611 NW 12TH AVE MIAMI FL 33136 591713947 GOV 38023 BUCKLE UP FOR LIFE JACKSON MEMORIAL HOSPITAL 1611 NW 12TH AVE MIAMI FL 33136 591713947 GOV 7604 JUMP START PROGRAM JACKSON MEMORIAL HOSPITAL 1611 NW 12TH AVE MIAMI FL 33136 591713947 GOV 42857 INJURY FREE MOBILE JACKSON MEMORIAL HOSPITAL 1611 NW 12TH AVE MIAMI FL 33136 591713947 GOV 124784 NET BOOK COMPUTER EQUIPM JMH GRANTS DEPARTMEN JACKSON MEMORIAL HOSPITAL 1611 NW 12TH AVE MIAMI FL 33136 591713947 GOV 15000 SAFER SEX INTERVENTI 1 X X X X X true false false false false false false false false BENDER JOAN 127669 22000 19242 168911 167897 RODRIGUEZ ROLANDO 269451 73390 12250 28163 309864 73390 292462 72500 SEVERANCE, NONQUALIFIED, AND EQUITY-BASED PAYMENTS SCHEDULE J, PAGE 1, PART I, LINE 4 RODRIGUEZ, ROLANDO 400,000 0 0 ORGANIZATION'S MISSION FORM 990 - ORGANIZATION'S MISSION JACKSON MEMORIAL FOUNDATION OPERATES EXCLUSIVELY TO SUPPORT JACKSON MEMORIAL HOSPITAL A CODE SEC 170(B)(1)(A)(III)ORGANIZATION AND THE ONLY PUBLIC HOSPITAL IN MIAMI-DADE COUNTY, FLORIDA. THE MISSION OF JMF IS TO CONDUCT TRADITIONAL PHILANTHROPIC ACTIVITIES AND INDEPENDENTLY CREATE AND IMPLEMENT OTHER STRATEGIC ENTREPRENEURIAL INITIATIVES THAT FINANCIALLY ASSIST JACKSON MEMORIAL HOSPITAL IN ADVANCING ITS STATUS AS A WORLD-CLASS MEDICAL CENTER. EXPLANATION ON VOLUNTEERS AND TYPES OF SERVICES OR BENEFITS FORM 990, PAGE 1, PART I, LINE 6 THE ORGANIZATION ESTIMATES THAT THE NUMBER OF VOLUNTEERS AS FOLLOWS: BOARD MEMBERS SERVING THE ORGANIZATION ON A VOLUNTEER BASIS = 37 INTERNATIONAL KIDS FUND VOLUNTEER BOARD MEMBERS = 7 VOLUNTEERS WHO ASSIST AT FUNDRAISING EVENTS AND PARTICIPATE IN EVENT PLANNING COMMITTEES THROUGHOUT THE YEAR = 5 ELECTION OF MEMBERS AND THEIR RIGHTS FORM 990, PAGE 6, PART VI, LINE 7A THE ORGANIZATION SHALL HAVE UP TO 45 VOTING DIRECTORS AND ONE NON-VOTING DIRECTOR. THE DIRECTORS SHALL BE COMPOSED OF THE FOLLOWING: (A) THE CHAIR, VICE-CHAIR, SECRETARY AND TREASURER OF THE CORPORATION. (B) THE IMMEDIATE PAST CHAIR OF THE CORPORATION. (C) UP TO 30 ELECTED DIRECTORS. (D) THE CHAIRS OF THE GOLDEN ANGEL SOCIETY (E) THE PRESIDENT OF THE MIAMI-DADE COUNTY PUBLIC HEALTH TRUST (F) THE CHAIR OF THE MIAMI-DADE COUNTY PUBLIC HEALTH TRUST (G) THE CHAIRS OF THE AUXILIARY GROUPS (H) THE PRESIDENT AND CEO OF THE FOUNDATION WHO SHALL SERVE WITH NO VOTE. ELECTION AND TERM OF OFFICE: THE MEMBERS OF THE BOARD OF DIRECTORS WHO ARE ELECTED AS DIRECTORS SHALL BE DIVIDED INTO THREE GROUPS SO AS TO ROTATE ONE THIRD OF THE BOARD EACH YEAR. THE NUMBER OF DIRECTORS IN EACH GROUP SHALL BE AS NEARLY EQUAL AS POSSIBLE. AT EACH ANNUAL MEETING OF THE BOARD, THE SUCCESSORS OF THE ELECTED DIRECTORS WHOSE TERMS ARE EXPIRING SHALL BE ELECTED FOR A THREE YEAR TERM EXPIRING AT THE THIRD SUCCESSIVE ANNUAL MEETING OF THE BOARD. IF THE NUMBER OF ELECTED DIRECTORS IS CHANGED, ANY INCREASE OR DECREASE SHALL BE APPORTIONED AMONG THE CLASSES SO AS TO MAINTAIN THE NUMBER OF DIRECTORS IN EACH GROUP AS NEARLY EQUAL AS POSSIBLE, AND ANY ADDITIONAL DIRECTORS OF ANY GROUP ELECTED TO FILL A VACANCY RESULTING FROM AN INCREASE IN SUCH GROUP SHALL HOLD OFFICE FOR A TERM THAT SHALL COINCIDE WITH THE REMAINING TERM OF THAT GROUP, BUT IN NO CASE SHALL A DECREASE IN THE NUMBER OF DIRECTORS SHORTEN THE TERM OF ANY INCUMBENT DIRECTOR. EACH ELECTED DIRECTOR SHALL HOLD OFFICE UNTIL THE SUCCESSOR TO THE DIRECTOR SHALL BE DULY ELECTED, QUALIFIED AND SEATED, OR THE DIRECTOR'S EARLIER RETIREMENT, REMOVAL FROM OFFICE OR DEATH. EACH DIRECTOR SHALL SERVE FOR A TERM OF THREE YEARS, AND SHALL SERVE FOR A MAXIMUM OF THREE CONSECUTIVE TERMS OR A TOTAL OF NINE YEARS UNLESS SUCH TERM LIMITS ARE WAIVED BY A VOTE OF THE EXECUTIVE COMMITTEE OR ELECTED OFFICER. A PERSON WHO HAS SERVED FOR AT LEAST THREE CONSECUTIVE TERMS AS AN ELECTED DIRECTOR SHALL NOT BE ELIGIBLE FOR ELECTION OR RE-ELECTION AS A DIRECTOR FOR ONE YEAR. VOLUNTARY RETIREMENT: ANY DIRECTOR MAY RETIRE AT ANY TIME BY NOTIFYING THE CHAIR OR SECRETARY IN WRITING. SUCH RETIREMENT SHALL TAKE EFFECT AT THE TIME SPECIFIED IN THE NOTICE OF RETIREMENT. REMOVAL OF ELECTED DIRECTORS: ABSENCES: ANY ELECTED DIRECTOR WHO FAILS TO ATTEND WITHOUT AN EXCUSED ABSENCE 50% OF MEETINGS OF THE BOARD OF DIRECTORS, WHETHER REGULAR OR SPECIAL, WITHIN ANY 12 MONTH PERIOD SHALL AUTOMATICALLY BE REMOVED AS A DIRECTOR. DIRECTORS MUST REQUEST, ORALLY OR IN WRITING, PRIOR TO THE MISSED MEETING OR, IF NOT POSSIBLE, BEFORE THE NEXT MEETING, THROUGH THE CHAIR OF THE PRESIDENT, THAT THEIR ABSENCE BE EXCUSED. THE NATURE OF ABSENCES FOR DIRECTORS (WHETHER EXCUSED OR UNEXCUSED) SHALL BE ANNOUNCED BY THE CHAIR AT THE BEGINNING OF EACH MEETING AND SHALL BE RECORDED IN THE MINUTES. REINSTATEMENT: THE SECRETARY SHALL IN WRITING PROMPTLY NOTIFY DIRECTORS WHO HAVE BEEN AUTOMATICALLY REMOVED. ANY DIRECTOR SO REMOVED MAY REQUEST REINSTATEMENT BY DIRECTING A LETTER TO THE CHAIR AND THE PRESIDENT SETTING FORTH THE REASON FOR THE UNEXCUSED ABSENCES. THE REQUEST FOR REINSTATEMENT SHALL BE GRANTED ONLY UPON THE VOTE OF THE BOARD. REMOVAL: AT A MEETING OF THE BOARD, ANY ELECTED DIRECTOR MAY BE REMOVED, WITH OR WITHOUT CAUSE, BY A VOTE OF TWO-THIRDS OF THE DIRECTORS IN ATTENDANCE AT THE MEETING. NOTICE OF PROPOSED BOARD ACTION PURSUANT TO THIS PROVISION SHALL BE GIVEN TO EACH BOARD MEMBER NOT LESS THAN FOUR DAYS PRIOR TO THE MEETING AT WHICH SUCH ACTION IS TO BE CONSIDERED. VACANCIES: WHENEVER A VACANCY EXISTS ON THE BOARD OF DIRECTORS, WHETHER BY DEATH, RESIGNATION OR OTHERWISE, THE VACANCY MAY BE FILLED BY A MAJORITY VOTE OF THE REMAINING VOTING DIRECTORS, EVEN THROUGH THE REMAINING VOTING DIRECTORS CONSTITUTE LESS THAN A QUORUM, AT A REGULAR OR SPECIAL MEETING OF THE BOARD. ANY PERSON ELECTED TO FILL THE VACANCY OF A DIRECTOR SHALL HAVE THE SAME QUALIFICATIONS AS WERE REQUIRED OF THE DIRECTORS WHOSE OFFICE WAS VACATED. ANY PERSON ELECTED TO FILL A VACANCY ON THE BOARD OF DIRECTORS SHALL HOLD OFFICE FOR THE UNEXPIRED TERM OF SUCH PERSON'S PREDECESSOR IN OFFICE, SUBJECT TO THE SAME POWER OF REMOVAL STATED ABOVE. THE ORGANIZATION SHALL HAVE UP TO 45 VOTING DIRECTORS AND ONE NON-VOTING DIRECTOR. THE DIRECTORS SHALL BE COMPOSED OF THE FOLLOWING: (A) THE CHAIR, VICE-CHAIR, SECRETARY AND TREASURER OF THE CORPORATION. (B) THE IMMEDIATE PAST CHAIR OF THE CORPORATION. (C) UP TO 30 ELECTED DIRECTORS. (D) THE CHAIRS OF THE GOLDEN ANGEL SOCIETY (E) THE PRESIDENT OF THE MIAMI-DADE COUNTY PUBLIC HEALTH TRUST (F) THE CHAIR OF THE MIAMI-DADE COUNTY PUBLIC HEALTH TRUST (G) THE CHAIRS OF THE AUXILIARY GROUPS (H) THE PRESIDENT AND CEO OF THE FOUNDATION WHO SHALL SERVE WITH NO VOTE. ELECTION AND TERM OF OFFICE: THE MEMBERS OF THE BOARD OF DIRECTORS WHO ARE ELECTED AS DIRECTORS SHALL BE DIVIDED INTO THREE GROUPS SO AS TO ROTATE ONE THIRD OF THE BOARD EACH YEAR. THE NUMBER OF DIRECTORS IN EACH GROUP SHALL BE AS NEARLY EQUAL AS POSSIBLE. AT EACH ANNUAL MEETING OF THE BOARD, THE SUCCESSORS OF THE ELECTED DIRECTORS WHOSE TERMS ARE EXPIRING SHALL BE ELECTED FOR A THREE YEAR TERM EXPIRING AT THE THIRD SUCCESSIVE ANNUAL MEETING OF THE BOARD. IF THE NUMBER OF ELECTED DIRECTORS IS CHANGED, ANY INCREASE OR DECREASE SHALL BE APPORTIONED AMONG THE CLASSES SO AS TO MAINTAIN THE NUMBER OF DIRECTORS IN EACH GROUP AS NEARLY EQUAL AS POSSIBLE, AND ANY ADDITIONAL DIRECTORS OF ANY GROUP ELECTED TO FILL A VACANCY RESULTING FROM AN INCREASE IN SUCH GROUP SHALL HOLD OFFICE FOR A TERM THAT SHALL COINCIDE WITH THE REMAINING TERM OF THAT GROUP, BUT IN NO CASE SHALL A DECREASE IN THE NUMBER OF DIRECTORS SHORTEN THE TERM OF ANY INCUMBENT DIRECTOR. EACH ELECTED DIRECTOR SHALL HOLD OFFICE UNTIL THE SUCCESSOR TO THE DIRECTOR SHALL BE DULY ELECTED, QUALIFIED AND SEATED, OR THE DIRECTOR'S EARLIER RETIREMENT, REMOVAL FROM OFFICE OR DEATH. EACH DIRECTOR SHALL SERVE FOR A TERM OF THREE YEARS, AND SHALL SERVE FOR A MAXIMUM OF THREE CONSECUTIVE TERMS OR A TOTAL OF NINE YEARS UNLESS SUCH TERM LIMITS ARE WAIVED BY A VOTE OF THE EXECUTIVE COMMITTEE OR ELECTED OFFICER. A PERSON WHO HAS SERVED FOR AT LEAST THREE CONSECUTIVE TERMS AS AN ELECTED DIRECTOR SHALL NOT BE ELIGIBLE FOR ELECTION OR RE-ELECTION AS A DIRECTOR FOR ONE YEAR. VOLUNTARY RETIREMENT: ANY DIRECTOR MAY RETIRE AT ANY TIME BY NOTIFYING THE CHAIR OR SECRETARY IN WRITING. SUCH RETIREMENT SHALL TAKE EFFECT AT THE TIME SPECIFIED IN THE NOTICE OF RETIREMENT. REMOVAL OF ELECTED DIRECTORS: ABSENCES: ANY ELECTED DIRECTOR WHO FAILS TO ATTEND WITHOUT AN EXCUSED ABSENCE 50% OF MEETINGS OF THE BOARD OF DIRECTORS, WHETHER REGULAR OR SPECIAL, WITHIN ANY 12 MONTH PERIOD SHALL AUTOMATICALLY BE REMOVED AS A DIRECTOR. DIRECTORS MUST REQUEST, ORALLY OR IN WRITING, PRIOR TO THE MISSED MEETING OR, IF NOT POSSIBLE, BEFORE THE NEXT MEETING, THROUGH THE CHAIR OF THE PRESIDENT, THAT THEIR ABSENCE BE EXCUSED. THE NATURE OF ABSENCES FOR DIRECTORS (WHETHER EXCUSED OR UNEXCUSED) SHALL BE ANNOUNCED BY THE CHAIR AT THE BEGINNING OF EACH MEETING AND SHALL BE RECORDED IN THE MINUTES. REINSTATEMENT: THE SECRETARY SHALL IN WRITING PROMPTLY NOTIFY DIRECTORS WHO HAVE BEEN AUTOMATICALLY REMOVED. ANY DIRECTOR SO REMOVED MAY REQUEST REINSTATEMENT BY DIRECTING A LETTER TO THE CHAIR AND THE PRESIDENT SETTING FORTH THE REASON FOR THE UNEXCUSED ABSENCES. THE REQUEST FOR REINSTATEMENT SHALL BE GRANTED ONLY UPON THE VOTE OF THE BOARD. REMOVAL: AT A MEETING OF THE BOARD, ANY ELECTED DIRECTOR MAY BE REMOVED, WITH OR WITHOUT CAUSE, BY A VOTE OF TWO-THIRDS OF THE DIRECTORS IN ATTENDANCE AT THE MEETING. NOTICE OF PROPOSED BOARD ACTION PURSUANT TO THIS PROVISION SHALL BE GIVEN TO EACH BOARD MEMBER NOT LESS THAN FOUR DAYS PRIOR TO THE MEETING AT WHICH SUCH ACTION IS TO BE CONSIDERED. VACANCIES: WHENEVER A VACANCY EXISTS ON THE BOARD OF DIRECTORS, WHETHER BY DEATH, RESIGNATION OR OTHERWISE, THE VACANCY MAY BE FILLED BY A MAJORITY VOTE OF THE REMAINING VOTING DIRECTORS, EVEN THROUGH THE REMAINING VOTING DIRECTORS CONSTITUTE LESS THAN A QUORUM, AT A REGULAR OR SPECIAL MEETING OF THE BOARD. ANY PERSON ELECTED TO FILL THE VACANCY OF A DIRECTOR SHALL HAVE THE SAME QUALIFICATIONS AS WERE REQUIRED OF THE DIRECTORS WHOSE OFFICE WAS VACATED. ANY PERSON ELECTED TO FILL A VACANCY ON THE BOARD OF DIRECTORS SHALL HOLD OFFICE FOR THE UNEXPIRED TERM OF SUCH PERSON'S PREDECESSOR IN OFFICE, SUBJECT TO THE SAME POWER OF REMOVAL STATED ABOVE. DECISIONS SUBJECT TO APPROVAL OF MEMBERS FORM 990, PAGE 6, PART VI, LINE 7B THE AFFAIRS OF THE FOUNDATION SHALL BE MANAGED, AND ALL CORPORATE POWERS SHALL BE EXERCISED BY THE MEMBERS OF THE BOARD OF DIRECTORS. THE CHAIR AND, IN HIS ABSENCE, THE VICE CHAIR AND/OR PRESIDENT AND CEO SHALL EXECUTE CONTRACTS WHICH ARE WITHIN THE FOUNDATION'S BUDGET OR HAVE BEEN OTHERWISE AUTHORIZED BY THE BOARD OR THE EXECUTIVE COMMITTEE, AS WELL AS INSTRUMENTS AND DOCUMENTS ON BEHALF OF THE FOUNDATION. ANY CONTRACT INVOLVING CONSIDERATION OF 100,000 OR MORE MUST BE EXECUTED BY THE CHAIR OR VICE CHAIR. THE BOARD, EXCEPT AS REQUIRED BY LAW, THE ARTICLES OF INCORPORATION, OR THE BYLAWS, MAY AUTHORIZE ANY OTHER OFFICERS OR AGENTS OF THE FOUNDATION, IN ADDITION TO THE OFFICERS SO AUTHORIZED BY THE BYLAWS, TO ENTER INTO ANY CONTRACTS OR EXECUTE AND DELIVER ANY INSTRUMENT OR DOCUMENTS IN THE NAME OF AND ON BEHALF OF THE FOUNDATION AND SUCH AUTHORITY MAY BE GENERAL OR CONFINED TO SPECIFIC INSTANCES. ALL CHECKS, DRAFTS, LOANS, OR OTHER ORDERS FOR THE PAYMENT OF MONEY, NOTES, OR OTHER EVIDENCE OF INDEBTEDNESS ISSUED IN THE NAME OF THE FOUNDATION SHALL BE SIGNED BY SUCH OFFICER OR OFFICERS, AGENT OR AGENTS OF THE FOUNDATION AND IN SUCH MANNER AS DETERMINED BY THE BOARD. IN THE ABSENCE OF SUCH A DETERMINATION, SUCH INSTRUMENTS SHALL BE SIGNED BY THE TREASURER AND COUNTERSIGNED BY THE PRESIDENT AND CEO. ALL FUNDS OF THE FOUNDATION SHALL BE DEPOSITED AND/OR INVESTED TO THE CREDIT OF THE FOUNDATION IN FINANCIAL INSTITUTIONS SELECTED BY THE BOARD. THE BOARD MAY ACCEPT ON BEHALF OF THE FOUNDATION ANY CONTRIBUTIONS, GIFTS, BEQUESTS OR DEVISE FOR GENERAL OR FOR SPECIAL PURPOSE OF THE FOUNDATION, AND MAY ACCEPT IN KIND PERSONAL SERVICE IN ITS DISCRETION. THE BOARD MAY ELECT OR APPOINT ANY PERSON OR PERSONS TO ACT IN AN ADVISORY CAPACITY TO THE FOUNDATION. THE BOARD SHALL REVIEW AND EITHER APPROVE OR MODIFY AND APPROVE THE FOUNDATIONS ANNUAL BUDGET PRIOR TO THE BEGINNING OF THE FISCAL YEAR FOR WHICH IT APPLIES. THE BOARD MAY ALTER, AMEND OR REPEAL ANY NEW BYLAWS BY A TWO THIRDS VOTE. THE BOARD OF DIRECTORS BY A MAJORITY VOTE MAY AUTHORIZE THE FORMATION OF AUXILIARY ORGANIZATIONS TO ASSIST IN THE FULFILLMENT OF THE PURPOSE OF THE FOUNDATION. POLICIES AND PROCEDURES GOVERNING CHAPTERS FORM 990, PAGE 6, PART VI, LINE 10B JACKSON MEMORIAL FOUNDATION IS THE SOLE MEMBER OF FOUNDATION HEALTH SERVICES, INC A FLORIDA CORPORATION. THE POLICIES AND PROCEDURES THAT GOVERN FOUNDATION HEALTH SERVICES HAVE BEEN REVIEWED AND APPROVED BY THE BOARD OF DIRECTORS OF JACKSON MEMORIAL FOUNDATION AND THEIR MISSION IS CONSISTENT WITH THE MISSION OF JACKSON MEMORIAL FOUNDATION. ORGANIZATION'S PROCESS USED TO REVIEW FORM 990 FORM 990, PAGE 6, PART VI, LINE 11B A DRAFT COPY OF FORM 990 IS SUBMITTED TO THE MEMBERS OF THE EXECUTIVE COMMITTEE FOR REVIEW. AFTER THEIR REVIEW AND APPROVAL THE RETURN IS SUBMITTED TO THE IRS. ENFORCEMENT OF CONFLICTS POLICY FORM 990, PAGE 6, PART VI, LINE 12C THE POLICY REQUIRES ALL DIRECTORS TO ANNUALLY SIGN A CONFLICT OF INTEREST CERTIFICATE AS A CONDITION OF MEMBERSHIP ON THE BOARD OF DIRECTORS. UPON AT LEAST FOUR DAYS WRITTEN NOTICE TO THE DIRECTOR INVOLVED, THE BOARD SHALL HAVE AUTHORITY TO DETERMINE IF A CONFLICT EXISTS AND TAKE APPROPRIATE REMEDIATION ACTION. A DIRECTOR HAVING A CONFLICT OF INTEREST OR A CONFLICT OF RESPONSIBILITY ON ANY MATTER INVOLVING THE CORPORATION AND ANY OTHER BUSINESS OR PERSON, SHALL REFRAIN FROM VOTING ON SUCH MATTER. NO DIRECTOR SHALL USE HIS OR HER POSITION AS A DIRECTOR OF THE CORPORATION FOR HIS OR HER OWN INDIRECT FINANCIAL GAIN. AS AN ADDITIONAL ASSURANCE, THE AUDIT COMMITTEE ADOPTED IN DECEMBER 2009 A NEW PROCEDURE WHICH STATES THAT AS A MATTER OR DUE COURSE OF THE YEARLY AUDIT THE INDEPENDENT AUDITORS ARE TO OBTAIN A WRITTEN CONFIRMATION FROM ALL OFFICERS AND DIRECTORS REAFFIRMING THEIR COMPLIANCE WITH THE CONFLICT OF INTEREST POLICY. FOR FISCAL YEAR ENDED SEPTEMBER 30, 2011 ALL OFFICERS AND DIRECTORS REAFFIRMED THEIR COMPLIANCE WITH THE POLICY. ALL EMPLOYEES MUST SIGN A CONFLICT OF INTEREST STATEMENT UPON BEING HIRED. SHOULD A POTENTIAL CONFLICT ARISE THEN THE POLICY REQUIRES THEY BRING IT TO THE ATTENTION OF THE HUMAN RESOURCES DEPARTMENT. SHOULD AN UNDISCLOSED CONFLICT ARISE THEN HR WOULD INVESTIGATE AND MAKE A DETERMINATION. COMPENSATION PROCESS FOR TOP OFFICIAL FORM 990, PAGE 6, PART VI, LINE 15A COMPENSATION FOR THE CEO IS DETERMINED BY THE EMPLOYMENT PRACTICES COMMITTEE, WHICH BRINGS A RECOMMENDATION TO THE BOARD FOR APPROVAL. THE COMMITTEE BENCHMARKS COMPENSATION FOR SIMILAR POSITIONS IN THE LOCAL MARKET. COMPENSATION PROCESS FOR OFFICERS FORM 990, PAGE 6, PART VI, LINE 15B THE COMPENSATION FOR KEY EMPLOYEES IS REVIEWED AND ESTABLISHED BY THE EMPLOYMENT PRACTICES COMMITTEE APPOINTED BY THE BOARD OF DIRECTORS. THE COMMITTEE BENCHMARKS COMPENSATION FOR SIMILAR POSITIONS IN THE LOCAL MARKET. GOVERNING DOCUMENTS DISCLOSURE EXPLANATION FORM 990, PAGE 6, PART VI, LINE 19 ANNUAL AUDIT REPORT IS AVAILABLE UPON REQUEST. GROUP RETURN METHOD FORM 990, PAGE 7, PART VII PARENT ORGANIZATION HAS FILED A SEPARATE RETURN JMF REALTY HOLDINGS LLC 901 NW 17 STREET STE G MIAMI FL 33136 202337789 REAL ESTAT FL N/A FOUNDATION HEALTH SERVICES INC 1500 NW 12 AVE STE 829 MIAMI FL 33136 204895697 SUPPORTING FL 501-3C 11A N/A false false false true false false false false false false false false false false true false true false false FOUNDATION HEALTH SERVICES INC C 13924 FOUNDATION HEALTH SERVICES INC O 227548