2012-09-20T12:39:06-05:00 2011-12-31 381357951 PLANTE & MORAN PLLC 10 S RIVERSIDE PLAZA 9TH FLOOR CHICAGO IL 60606 990 2011-01-01 237304902 AMERICAN BOARD OF MEDICAL SPECIALTIES RESEARCH AND EDUCATION FOUNDATION AMER 3124362600 222 N LASALLE ST NO 1500 CHICAGO IL 60601 LOIS MARGARET NORA MD JD MBA 3124362600 2012-08-28 1 LU ANN TRAPP P01506476 3122071040 2012-08-28 2011 2016-02-24 21:20:13Z LOIS MARGARET NORA MD J 222 N LASALLE ST NO 1500 CHICAGO IL 60601 2042830 0 X N/A X 1973 IL SEE SCHEDULE O EXPLANATIONTHE ABMS-REF INITIATES OR PARTNERS WITH ACADEMIC, HEALTHCARE, FOUNDATION AND GOVERNMENT ENTITIES TO EXPLORE THE CURRENT QUALITY OF HEALTHCARE AND TO DEVELOP WAYS TO IMPROVE IT THROUGH EXCELLENCE IN CLINICAL MEDICINE, CONTINUING EDUCATION AND RESEARCH.EDUCATIONCONDUCTING AND FACILITATING EDUCATION INITIATIVES REGARDING THE VALUE OF CERTIFICATION AND MAINTENANCE OF CERTIFICATION (MOC) FOR THE PUBLIC, THE PROFESSIONAL AND OTHER STAKEHOLDS. OUTREACH THROUGH CONFERENCES, PUBLICATIONS, GUEST SPEAKERS, AND WEBINARS. CONTENT FOR ARTICLES, RESEARCH AND PUBLICATIONS.RESEARCHIDENTIFY RELIABLE, VALID AND COST EFFECTIVE TOOLS FOR ASSESSING PRACTICE PERFORMANCE OF PHYSICIAN SPECIALISTS, INCLUDING RESEARCH PROGRAMS OR SERVICES UNDER GRANTS. 31 30 0 80 0 0 1228931 850000 56158 1192830 13 0 5176 0 1290278 2042830 0 0 0 0 678664 1025983 0 0 0 1157784 1588017 1836448 2614000 -546170 -571170 818592 332748 1555877 1641203 -737285 -1308455 X THE MISSION OF THE FOUNDATION SHALL BE TO SUPPORT THE SCIENTIFIC, SCHOLARLY AND PUBLIC EDUCATION PURPOSES OF THE AMERICAN BOARD OF MEDICAL SPECIALTIES (1) BY ENCOURAGING AND CONDUCTING RESEARCH TO IMPROVE THE CAPACITY TO MEASURE, ASSESS, AND EVALUATE THE EDUCATIONAL, SCIENTIFIC, CLINICAL AND PROFESSIONAL QUALIFICATIONS AND PERFORMANCE OF PHYSICIANS ENGAGED IN THE PRACTICE OF MEDICAL SPECIALTIES: (2) BY CONDUCTING EDUCATIONAL PROGRAMS AND DISSEMINATING INFORMATION TO THE PUBLIC TO ASSIST ITS RECOGNITION, EVALUATION AND UNDERSTANDING OF THE SIGNIFICANCE AND IMPORTANCE OF INITIAL CERTIFICATION, OF SUB CERTIFICATION AND OF MAINTENANCE OF CERTIFICATION OF PHYSICIANS ENGAGED IN THE PRACTICE OF MEDICAL SPECIALTIES: (3) BY FOSTERING NATIONAL AND INTERNATIONAL COOPERATION AND THE EXCHANGE OF INFORMATION RELATED TO INITIAL CERTIFICATION AND MAINTENANCE OF CERTIFICATION. 0 0 1308796 0 MOC SUPPORT:MOC (MAINTENANCE OF CERTIFICATION) SUPPORT DEVELOPS PERFORMANCE MEASUREMENT TOOLS, SELF-ASSESSMENT PROGRAMS, PATIENT SAFETY COURSES, PRACTICE IMPROVEMENT ACTIVITIES, REGISTRIES AND OTHER SYSTEMS AND TOOLS TO ASSURE HIGH STANDARDS AND ACCOUNTABILITY IN THE PROFESSION OF MEDICINE. ACTIVITIES INCLUDED THE DEVELOPMENT OF A NATIONAL SURGICAL AND PROCEDURAL DATABASE TO CAPTURE, STORE, ANALYZE, AND REPORT ON PATIENT CARE OUTCOMES; WORK WITH THE COUNCIL ON CONTINUING MEDICAL EDUCATION TO CREATE AN EVIDENCE BASED AND CLINICALLY RELEVANT CONTINUING MEDICAL EDUCATION PROGRAM; PARTNERSHIP WITH THE FEDERATION OF STATE MEDICAL BOARDS TO DESIGN A PROGRAM FOR USE IN ASSESSING PHYSICIAN COMPETENCE AS A CONDITION OF RELICENSURE. A RELATED ORGANIZATION PROVIDES A DONATION THAT, IN PART, FUNDS THIS PROGRAM. 625516 714505 ALIGNING ABMS MOC (MAINTENANCE OF CERTIFICATION) WITH THE MEANINGFUL USE OF HIT (HEALTH INFORMATION TECHNOLOGY):UNDER A CONTRACT FROM THE US DEPARTMENT OF HEALTH AND HUMAN SERVICES AND THE OFFICE OF THE NATIONAL COORDINATOR, ABMS-REF AND THE PRIMARY CARE ABMS MEMBER BOARDS OF FAMILY MEDICINE (ABFM), INTERNAL MEDICINE (ABIM) AND PEDIATRICS (ABPEDS) DEVELOPED TOOLS AND ACTIVITIES FOR THE ABMS MOC PROGRAM TO ENHANCE PHYSICIAN KNOWLEDGE AND USE OF HEALTH INFORMATION TECHNOLOGY (HIT) TO IMPROVE PATIENT CARE AND OUTCOMES. 497847 478325 QUALITY IMPROVEMENT FOR AMBULATORY CARE:UNDER A CONTRACT FROM GEORGE WASHINGTON UNIVERSITY'S NATIONAL PROGRAM OFFICE, THE ABMS-REF COMPLETED A PLANNING GRANT SPONSORED BY THE RWJF TO USE THE IMPROVING PERFORMANCE IN PRACTICE MODEL (IPIP) TO FOSTER AMBULATORY QUALITY IMPROVEMENT IN THE ALIGNING FORCES FOR QUALITY (AF4Q) COMMUNITIES. 2432159 1 1 0 0 0 0 0 0 0 0 1 0 0 0 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 1 0 1 4 0 1 0 0 0 0 0 0 0 0 0 X 31 30 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 0 0 IL X LISA WASSERMAN 3124362694 222 N LASALLE ST STE 1500 CHICAGO IL 60601 X JOHN B MCCABE MD 0.50 X X 0 0 0 THOMAS E NORRIS MD 0.50 X X 0 0 0 VALERIE M PARISI MD MPH MBA 0.50 X X 0 0 0 KEVIN B WEISS MD 4.00 X X 0 477565 84891 JUDITH F BAUMHAUER MD MPH 0.10 X 0 0 0 GARY J BECKER MD 0.10 X 0 0 0 MIRIAM G BLITZER PHD 0.10 X 0 0 0 L EDWARD BRYANT JR JD 0.10 X 0 0 0 JO BUYSKE MD 0.10 X 0 0 0 DAVID H CHESTNUT MD 0.10 X 0 0 0 JOHN G CLARKSON MD 0.10 X 0 0 0 SUSAN DENTZER 0.10 X 0 0 0 KIRK A FREY MD PHD 0.10 X 0 0 0 BRUCE J GANTZ MD 0.10 X 0 0 0 LARRY C GILSTRAP III MD 0.10 X 0 0 0 LARRY A GREEN MD 0.10 X 0 0 0 ANNE-MARIE IRANI MD 0.10 X 0 0 0 REBECCA L JOHNSON MD 0.10 X 0 0 0 GERALD H JORDAN MD 0.10 X 0 0 0 WENDY S LEVINSON MD 0.10 X 0 0 0 DENNIS J MATTHEWS MD 0.10 X 0 0 0 JOHN E MAYER MD 0.10 X 0 0 0 GAIL A MCGUINNESS MD 0.10 X 0 0 0 JOHN C MOORHEAD MD 0.10 X 0 0 0 THOMAS A MUSTOE MD 0.10 X 0 0 0 MARGARET E O'KANE MHS 0.10 X 0 0 0 TAE SUNG PARK MD 0.10 X 0 0 0 RANDALL K ROENIGK MD 0.10 X 0 0 0 BARBARA S SCHNEIDMAN MD MPH 0.10 X 0 0 0 DAVID J SCHOETZ JR MD 0.10 X 0 0 0 JAMES M VANDERPLOEG MD MPH 0.10 X 0 0 0 MARGARET JUNG 4.00 X 0 220349 47231 JENNIFER MICHAEL 4.00 X 0 117412 413 LISA WASSERMAN CPA 4.00 X 0 53751 2810 RICHARD E HAWKINS MD 12.00 X 0 344868 45154 SHELDON D HOROWITZ MD 15.00 X 0 186889 38861 MELICIA POUWELS 26.00 X 0 140080 23185 0 1540914 242545 0 0 1 0 CINCINNATI CHILDREN'S HOSPITAL MEDICAL C 333 BURNET AVE MLC 7014 CINCINNATI OH 45274 RESEARCH 374491 AMERICAN BOARD OF PEDIATRICS INC 111 SILVER CEDAR COURT CHAPEL HILL NC 27514 RESEARCH 219073 AMERICAN BOARD OF FAMILY MEDICINE INC 1648 MCGRATHIANA PKWY SUITE 550 LEXINGTON KY 40511 RESEARCH 156756 AMERICAN BOARD OF INTERNAL MEDICINE 510 WALNUT STREET SUITE 1700 PHILADELPHIA PA 19106 RESEARCH 153985 4 850000 850000 RESEARCH & EDUCATION C 900099 1192830 1192830 1192830 2042830 1192830 0 0 848250 805285 42965 50525 47856 2669 71543 65982 5561 55665 52866 2799 16976 16846 130 5215 5215 38072 37683 389 18541 16735 1806 109664 103779 5885 79916 79916 220035 108204 111831 39822 37820 2002 7745 7356 389 RESEARCH SUBCONTRACTORS 1044711 1044711 RECRUITMENT 7320 7120 200 2614000 2432159 181841 0 589091 151281 226759 177940 2742 3527 12309 12309 0 0 818592 332748 132595 167326 1423282 1473877 1555877 1641203 X -737285 -1308455 -737285 -1308455 818592 332748 -571170 0 X 0 1 1 X 0 X X 0 0 0 ABMS 410847713 501(C)(6) 1 1 0 1 0 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 12309 12309 0 0 DUE TO ABMS 1473877 1473877 2042830 2614000 -571170 -571170 1192830 0 1192830 850000 850000 2042830 2614000 0 2614000 0 2614000 DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: PART X: ABMS APPLIED THE INCOME TAX TOPIC REGARDING UNCERTAIN TAX POSITIONS OF GAAPUSA AND MANAGEMENT BELIEVES THAT ABMS HAVE NO UNRECOGNIZED INCOME TAX BENEFITS. ABMS AND THE FOUNDATION WOULD ACCOUNT FOR ANY POTENTIAL INTEREST OR PENALTIES RELATED TO POSSIBLE FUTURE LIABILITIES FOR UNRECOGNIZED INCOME TAX BENEFITS AS INCOME TAX EXPENSE. ABMS IS NO LONGER SUBJECT TO EXAMINATION BY TAX AUTHORITIES FOR FEDERAL, STATE OR LOCAL INCOME TAXES FOR PERIODS BEFORE 2008. PART XII, LINE 4B - OTHER ADJUSTMENTS: CONTRIBUTION RECORDED AS TRANSFER OF NET ASSETS 850,000. 0 1 0 0 0 0 0 0 0 KEVIN B WEISS MD 0 437565 0 40000 0 0 0 36677 0 48214 0 562456 0 0 MARGARET JUNG 0 196184 0 24165 0 0 0 30650 0 16581 0 267580 0 0 RICHARD E HAWKINS MD 0 307528 0 37340 0 0 0 32500 0 12654 0 390022 0 0 SHELDON D HOROWITZ MD 0 179401 0 7488 0 0 0 26207 0 12654 0 225750 0 0 MELICIA POUWELS 0 127680 0 12400 0 0 0 10891 0 12294 0 163265 0 0 PART I, LINE 4B KEVIN B. WEISS, PRESIDENT AND CEO, ACCRUED BENEFITS OF $36,677 FROM A NON-QUALIFIED DEFERRED COMPENSATION PLAN FROM ABMS, A RELATED ORGANIZATION. SUPPLEMENTAL INFORMATION PART III COMPENSATION IS DETERMINED BY A RELATED ORGANIZATION FOR THE CEO AND OTHER KEY EMPLOYEES. FOR CEO COMPENSATION: 1 MEMBERS OF THE EXECUTIVE COMMITTEE, WHO ARE INDEPENDENT, SET THE COMPENSATION FOR THE CEO. 2 AN OUTSIDE COMPENSATION CONSULTING FIRM ALSO PARTICIPATES IN THE COMPENSATION PROCESS 3 COMPARABILITY DATA FROM MEMBER BOARDS AND SIMILAR NOT FOR PROFIT MEDICAL ORGANIZATIONS IS REVIEWED. FOR KEY EMPLOYEES THE ABMS CEO SETS COMPENSATION IN CONSULTATION WITH AN OUTSIDE CONSULTING FIRM AND CONSIDERING COMPARABILITY DATA. COMPENSATION IS ALLOCATED TO THE AMERICAN BOARD OF MEDICAL SPECIALTIES RESEARCH AND EDUCATION FOUNDATION (FOUNDATION) BASED ON THE TIME SPENT ON THE FOUNDATION'S ACTIVITIES. FORM 990, PART VI, SECTION A, LINE 1 INDEPENDENT VOTING MEMBERS IN ADDITION TO THE ORGANIZATION'S BOARD OF DIRECTORS AS ITS GOVERNING BODY, SPECIFIED GOVERNANCE/SPONSORSHIP ROLES ARE PLAYED AND DECISIONS ARE MADE, PURSUANT TO EXPLICIT BYLAWS PROVISIONS CONSISTENT WITH ILLINOIS CORPORATE LAW, BY (1) ITS SOLE CORPORATE MEMBER, THE AMERICAN BOARD OF MEDICAL SPECIALTIES (ABMS), AN ILLINOIS NON-FOR-PROFIT CORPORATION EXEMPT FROM FEDERAL INCOME TAX UNDER IRC SEC. 501 (C)(6) AND (2) ITS EXECUTIVE COMMITTEE. THE SOLE MEMBER "RESERVED POWERS" AS SET FORTH IN THE BYLAWS ARE AS FOLLOWS: SECTION 2.1. MEMBERSHIP DEFINED. THE FOUNDATION SHALL HAVE ONE MEMBER, NAMELY: THE AMERICAN BOARD OF MEDICAL SPECIALTIES, A NOT-FOR-PROFIT CORPORATION OF ILLINOIS. IN THESE BYLAWS, THE MEMBER SHALL BE REFERRED TO AS THE "SOLE MEMBER." SECTION 2.2. MEMBER'S RESERVED POWERS. THE SOLE MEMBER SHALL HAVE THE FOLLOWING RESERVED POWERS IN LIEU OF THOSE GRANTED BY STATUTE TO MEMBERS. INASMUCH AS THE SOLE MEMBER IS ANOTHER NOT-FOR-PROFIT CORPORATION, ALL OF THE ACTIONS REQUIRED TO BE TAKEN OR APPROVED BY THE SOLE MEMBER SHALL BE EXERCISED BY THE SOLE MEMBER'S BOARD OF DIRECTORS AND NOT BY ITS MEMBERS OR BY THE ASSEMBLY OF ITS MEMBERS; (A) ELECTING ALL AT-LARGE DIRECTORS TO THE FOUNDATION'S BOARD OF DIRECTORS AND REMOVING THEM, WITH OR WITHOUT CAUSE. (B) APPOINTING THE CHAIR, VICE CHAIR, AND THE PRESIDENT AND THE CEO OF THE FOUNDATION AND REMOVING THEM, WITH OR WITHOUT CAUSE, SUBJECT TO CONTRACT RIGHTS. (C) AMENDING ARTICLES OF INCORPORATION AND CORPORATE BYLAWS OF THE FOUNDATION. (D) APPROVING THE FOUNDATION'S ANNUAL OPERATING AND/OR CAPITAL BUDGETS AND AMENDMENTS THERETO IN EXCESS OF SUCH AMOUNT AS SHALL BE SPECIFIED FROM TIME TO TIME IN WRITING FROM THE SOLE MEMBER TO THE FOUNDATION. (E) APPROVING ALL MISSION AND/OR VISION STATEMENTS AND ALL STRATEGIC OR LONG-TERM PLANS OF THE FOUNDATION. (F) APPROVING ALL CREATION OR ACQUISITIONS OF SUBSIDIARIES OR CONTROLLED AFFILIATES, MERGERS, CONSOLIDATIONS PERMANENT OR LONG TERM AFFILIATIONS AND ALL JOINT VENTURES OF THE FOUNDATION, INVOLVING CAPITAL INVESTMENTS IN EXCESS OF SUCH AMOUNT AS SHALL BE SPECIFIED FORM TIME TO TIME IN WRITING FROM THE SOLE MEMBER TO THE FOUNDATION. (G) APPROVING THE SALE OR ENCUMBRANCE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE FOUNDATION ALL LONG-TERM DEBT IN EXCESS OF SUCH AMOUNT THAT SHALL BE SPECIFIED FROM TIME TO TIME IN WRITING FROM THE SOLE MEMBER TO THE FOUNDATION. (H) APPROVING THE DISSOLUTION OF ALL LIQUIDATIONS FROM THE FOUNDATION. THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS HAS THE BYLAWS AUTHORITY BETWEEN BOARD MEETINGS TO ACT FOR THE BOARD EXCEPT WHERE PROHIBITED BY STATUTE. FORM 990, PART VI, SECTION A, LINE 6 THE SOLE VOTING MEMBER OF THE AMERICAN BOARD OF MEDICAL SPECIALTIES RESEARCH AND EDUCATION FOUNDATION IS THE ABMS WHICH ACTS THROUGH ITS BOARD OF DIRECTORS PER THE BYLAWS. FORM 990, PART VI, SECTION A, LINE 7A ELECTION OF OFFICERS WILL BE HELD AT THE ANNUAL MEETING OF THE BOARD OF DIRECTORS. AMERICAN BOARD OF MEDICAL SPECIALTIES (ABMS), AN ILLINOIS NON-FOR-PROFIT CORPORATION EXEMPT FROM FEDERAL INCOME TAX UNDER IRC SEC. 501(C)(6), IS THE SOLE CORPORATE MEMBER OF THE ORGANIZATION AND, BY POSSESSION OF ITS RESERVED POWERS, MEETS THE DEFINITION OF MAJORITY PARENTAL CONTROL UNDER THE FORM 990 INSTRUCTIONS. ABMS, AMONG ITS OTHER POWERS, ELECTS THE ENTIRE BOARD OF DIRECTORS FOR THE ORGANIZATION. PLEASE REFER TO PART VI, SECTION A, LINE 1 DESCRIPTION. FORM 990, PART VI, SECTION A, LINE 7B PLEASE REFER TO PART VI, SECTION A, LINE 1 DESCRIPTION. FORM 990, PART VI, SECTION B, LINE 11 THE BOARD RETAINS THE SERVICES OF AN INDEPENDENT CPA FIRM TO PREPARE THE ORGANIZATION'S FORM 990. MANAGEMENT REVIEWS THE COMPLETED FORM 990 AND PROVIDES A FULL COPY TO ALL VOTING MEMBERS OF THE GOVERNING BODY. THE FORM 990 IS REVIEWED BY THE BOARD OF DIRECTORS BEFORE IT IS FILED. FORM 990, PART VI, SECTION B, LINE 12C AT THE BEGINNING OF ALL BOARD AND BOARD COMMITTEE MEETINGS MEMBERS ARE ASKED TO DISCLOSE CONFLICTS OF INTEREST AND DUALITIES. THE MINUTES OF THE BOARD AND OF 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. FORM 990, PART VI, SECTION B, LINE 15A COMPENSATION IS DETERMINED BY A RELATED ORGANIZATION FOR THE CEO AND OTHER KEY EMPLOYEES. FOR CEO COMPENSATION: 1 MEMBERS OF THE EXECUTIVE COMMITTEE, WHO ARE INDEPENDENT, SET THE COMPENSATION FOR THE CEO. 2 AN OUTSIDE COMPENSATION CONSULTING FIRM ALSO PARTICIPATES IN THE COMPENSATION PROCESS 3 COMPARABILITY DATA FROM MEMBER BOARDS AND SIMILAR NOT FOR PROFIT MEDICAL ORGANIZATIONS IS REVIEWED. FOR KEY EMPLOYEES THE ABMS CEO SETS COMPENSATION IN CONSULTATION WITH AN OUTSIDE CONSULTING FIRM AND CONSIDERING COMPARABILITY DATA. COMPENSATION IS ALLOCATED TO THE AMERICAN BOARD OF MEDICAL SPECIALTIES RESEARCH AND EDUCATION FOUNDATION (FOUNDATION) BASED ON THE TIME SPENT ON THE FOUNDATION'S ACTIVITIES. FORM 990, PART VI, SECTION C, LINE 19 THE BYLAWS INCLUDING THE CONFLICT OF INTEREST POLICY ALONG WITH THE FINANCIAL STATEMENTS ARE PUBLISHED IN THE ANNUAL REPORT. GOVERNING DOCUMENTS AND FINANCIAL STATEMENTS ARE ALSO AVAILABLE THROUGH APPLICABLE GOVERNMENTAL AGENCIES. FORM 990, PART VII, SECTION A - COMPENSATION THE COMPENSATION FROM A RELATED ORGANIZATION, AMERICAN BOARD OF MEDICAL SPECIALTIES (ABMS) REPORTED IN PART VII FOR THE FOLLOWING INDIVIDUALS IS THE COMPENSATION PAID BY ABMS FOR A FULL-TIME POSITION HOWEVER A PORTION OF THE INDIVIDUAL'S TIME IS DEVOTED TO THE FILING ORGANIZATION, ABMS RESEARCH AND EDUCATION FOUNDATION (ABMS-REF) AND IS REIMBURSED BY ABMS-REF. FOLLOWING IS THE ESTIMATED ALLOCATION OF THE HOURS SPENT FOR EACH ENTITY: KEVIN B. WEISS - ABMS 36 HOURS AND ABMS-REF 4 HOURS RICHARD HAWKINS - ABMS 28 HOURS AND ABMS-REF 12 HOURS JENNIFER MICHAEL - ABMS 36 HOURS AND ABMS-REF 4 HOURS MARGARET JUNG - ABMS 36 HOURS AND ABMS-REF 4 HOURS LISA WASSERMAN - ABMS 36 HOURS AND ABMS-REF 4 HOURS SHELDON HOROWITZ - ABMS 15 HOURS AND ABMS-REF 15 HOURS MELICIA POUWELS - ABMS 14 HOURS AND ABMS-REF 26 HOURS FORM 990 PART IV, LINE 33 THE ORGANIZATION NEITHER OWNS NOR CONTROLS ANY DISREGARDED ENTITY AS DEFINED IN FORM 990 INSTRUCTIONS. AMERICAN BOARD OF MEDICAL SPECIALTIES (ABMS), AN ILLINOIS NON-FOR-PROFIT CORPORATION EXEMPT FROM FEDERAL INCOME TAX UNDER IRC SEC. 501(C)(6), IS THE SOLE CORPORATE MEMBER OF THE ORGANIZATION AND, BY POSSESSION OF ITS RESERVED POWERS, MEETS THE DEFINITION OF MAJORITY PARENTAL CONTROL UNDER THE FORM 990 INSTRUCTIONS. ABMS, AMONG ITS OTHER POWERS, ELECTS THE ENTIRE BOARD OF DIRECTORS FOR THE ORGANIZATION. IN ADDITION, ABMS HAS 24 NOT-FOR-PROFIT AND TAX EXEMPT VOTING MEMBER ORGANIZATIONS CONSTITUTING THE 24 CERTIFYING BOARDS OF THE ABMS-RECOGNIZED MEDICAL SPECIALTIES: 1. THE AMERICAN BOARD OF ALLERGY AND IMMUNOLOGY, INC.; 2. THE AMERICAN BOARD OF ANESTHESIOLOGY, INC.; 3. THE AMERICAN BOARD OF COLON AND RECTAL SURGERY, INC.; 4. THE AMERICAN BOARD OF DERMATOLOGY, INC.; 5. THE AMERICAN BOARD OF EMERGENCY MEDICINE, INC.; 6. THE AMERICAN BOARD OF FAMILY MEDICINE, INC.; 7. THE AMERICAN BOARD OF INTERNAL MEDICINE, INC.; 8. THE AMERICAN BOARD OF MEDICAL GENETICS, INC.; 9. THE AMERICAN BOARD OF NEUROLOGICAL SURGERY, INC.; 10. THE AMERICAN BOARD OF NUCLEAR MEDICINE, INC.; 11. THE AMERICAN BOARD OF OBSTETRICS AND GYNECOLOGY, INC.; 12. THE AMERICAN BOARD OF OPHTHALMOLOGY, INC.; 13. THE AMERICAN BOARD OF ORTHOPAEDICS SURGERY, INC.; 14. THE AMERICAN BOARD OF OTOLARYNGOLOGY, INC.; 15. THE AMERICAN BOARD OF PATHOLOGY, INC.; 16. THE AMERICAN BOARD OF PEDIATRICS, INC.; 17. THE AMERICAN BOARD OF PHYSICAL MEDICINE AND REHABILITATION, INC.; 18. THE AMERICAN BOARD OF PLASTIC SURGERY, INC.; 19. THE AMERICAN BOARD OF PREVENTATIVE MEDICINE, INC.; 20. THE AMERICAN BOARD OF PSYCHIATRY AND NEUROLOGY, INC.; 21. THE AMERICAN BOARD OF RADIOLOGY, INC.; 22. THE AMERICAN BOARD OF SURGERY, INC.; 23. THE AMERICAN BOARD OF THORACIC SURGERY, INC.; 24. THE AMERICAN BOARD OF UROLOGY, INC. BOTH VOLUNTEER DIRECTORS AND SALARIED EXECUTIVES FROM SUCH BOARDS, AS WELL AS INDEPENDENT PUBLIC MEMBERS, SERVE ON THE ABMS BOARD OF DIRECTORS AND, EX OFFICIO, ON THE ORGANIZATION'S BOARD OF DIRECTORS. HOWEVER, NO SUCH SPECIALTY CERTIFYING BOARD EVER NOMINATES, SPONSORS OR CONTROLS MORE THAN TWO (2) VOTING MEMBERS OF THE ORGANIZATION'S BOARD OF DIRECTORS AND, ACCORDINGLY, NONE OF THEM MEETS THE MAJORITY CONTROL REQUIREMENTS OF THE DEFINITION OF "RELATED PARTY" FOR SCHEDULE R. ADDITIONALLY, SINCE THE ORGANIZATION'S BYLAWS PROVIDE THAT ITS BOARD OF DIRECTORS SHALL BE THE SAME BOARD AS THAT OF THE ABMS, AND THE ABMS BYLAWS REQUIRE THAT A MAJORITY OF THAT BOARD SHALL NEVER BE COMPRISED OF PAID BOARD EXECUTIVES, THE ORGANIZATION IS ASSURED OF ALWAYS HAVING A MAJORITY OF ITS BOARD CONSISTING OF UNPAID VOLUNTEERS. IN THOSE INFREQUENT CIRCUMSTANCES IN WHICH THE ORGANIZATION HAS CONTRACTED OR MIGHT CONTRACT WITH ONE OR MORE OF ITS CERTIFYING BOARDS, THE BYLAW POLICY ON CONFLICTS OR DUALITIES OF INTEREST WOULD REQUIRE FULL DISCLOSURE AND WOULD PROHIBIT PARTICIPATION BY ANY APPLICABLE PAID EXECUTIVE IN THE VOTING OR CONTRACT APPROVAL PROCESS. ABMS - INTERNATIONAL LLC 222 N LASALLE ST SUITE 1500 CHICAGO IL 60601 274201101 HOLDING COMPANY IL 0 0 ABMS ABMS - SINGAPORE LLC 222 N LASALLE ST SUITE 1500 CHICAGO IL 60601 274201326 CERTIFICATION ACTIVITIES IL 0 0 ABMS - INTERNATIONAL LLC ABMS - SOLUTIONS LLC 222 N LASALLE ST SUITE 1500 CHICAGO IL 60601 453952583 PROVIDING CERTIFICATION SOLUTIONS FOR CREDENTIALERS IL 0 0 ABMS AMERICAN BOARD OF MEDICAL SPECIALTIES 222 NORTH LASALLE STREET SUITE 1500 CHICAGO IL 60601 410847713 ESTABLISH STANDARDS FOR PHYSICIAN SPECIALTY CERTIFICATION IL 501 (C) (6) NONE 0 0 0 1 0 0 0 0 0 0 0 0 0 1 1 1 0 0 0 AMERICAN BOARD OF MEDICAL SPECIALTIES O 1374503 AUDITED EXPENSE REPORT AMERICAN BOARD OF MEDICAL SPECIALTIES C 850000 CASH