2011-10-17T14:07:29-05:00 2010-12-31 TAIT WELLER & BAKER LLP 1818 MARKET STREET SUITE 2400 PHILADELPHIA PA 191033659 990 2010-01-01 133433452 MEDECINS SANS FRONTIERES USA INC MEDE 2126796800 333 SEVENTH AVENUE NO 2ND FL NEW YORK NY 100015004 MATTHEW SPITZER 2126796800 2011-10-20 1 STEVEN W HIPP CPA 2159798800 2011-10-20 2010 2016-03-07 17:11:31Z DOCTORS WITHOUT BORDERS USA INC MATTHEW SPITZER 333 SEVENTH AVENUE NO 2ND FL NEW YORK NY 100015004 276302314 0 X WWW.DOCTORSWITHOUTBORDERS.ORG X 1987 NY TO ASSIST VICTIMS OF DISASTERS & CONFLICTS WORLDWIDE. 12 9 537 288 0 0 135383999 264471272 7501624 9015312 291005 381257 127278 66187 143303906 273934028 111089005 165903069 0 0 13338021 14587254 2183673 6131378 19759636 18530738 15861842 145141437 202483543 -1837531 71450485 91162809 188227319 7958827 33611971 83203982 154615348 PROVIDES INDEPENDENT MEDICAL HUMANITARIAN EMERGENCY AID TO PEOPLE AFFECTED BY ARMED CONFLICT, EPIDEMICS, MALNUTRITION, NATURAL DISASTERS AND EXCLUSION FROM HEALTH CARE. 0 0 170196255 165903069 1824150 TO SUPPORT RELIEF PROJECTS, INCLUDING EMERGENCY MEDICAL RELIEF PROJECTS, CONDUCTED PRIMARILY BY THE INTERNATIONAL MEDECINS SANS FRONTIERES NETWORK, WHEREVER IN THE WORLD MEDICAL AND PUBLIC HEALTH CRISES MAY EXIST. 3249346 0 TO CARRY OUT PUBLIC EDUCATION PROJECTS TO INCREASE PUBLIC AWARENESS OF POPULATIONS AT RISK. 7305668 0 7191162 TO FACILITATE THE RECRUITMENT OF VOLUNTEER MEDICAL AND OTHER PROFESSIONALS FROM THE UNITED STATES TO PARTICIPATE IN VARIOUS MEDICAL AND OTHER EMERGENCY RELIEF PROJECTS. 180751269 1 1 0 0 0 0 0 0 1 1 0 0 0 0 1 1 0 0 1 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 1 66 0 1 537 1 0 0 0 0 0 0 0 0 0 0 X 12 9 0 0 0 0 1 1 1 0 0 0 0 1 1 1 1 1 1 1 1 0 AL AK AZ AR CA CO CT DC FL GA IL IN KS KY LA ME MD MA MI MN MS MT MO NH NJ NM NY NC ND OH OK OR PA RI SC TN TX UT VA WV WA WI X X X DEBBIE LI 2127365791 333 SEVENTH AVENUE 2ND FL NEW YORK NY 10001 DR MATTHEW SPITZER 12.00 X X 42288 0 0 JOHN PLUM 7.50 X X 0 0 0 DAVID SHEVLIN 5.00 X X 0 0 0 DR UNNI KARUNAKARA 5.00 X 0 0 0 DR MARIE-PIERRE ALLIE 5.00 X 0 0 0 DR JONATHAN FISHER 5.00 X 0 0 0 SUERIE MOON 5.00 X 0 0 0 DR MARY ANN HOPKINS 5.00 X 0 0 0 DR DEANE MARCHBEIN 7.50 X X 3721 0 1123 KELLY GRIMSHAW 5.00 X 0 0 0 BRIGG REILLEY 5.00 X 0 0 0 ANDRE HELLER 5.00 X 0 0 0 SOPHIE DELAUNAY 40.00 X 128325 0 14512 STEVEN SOLINSKY 40.00 X 130925 0 15162 DAVID OLSON 40.00 X 111150 0 29673 JENNIFER TIERNEY 40.00 X 108320 0 13982 RICHARD MURPHY 40.00 X 107740 0 21253 632469 0 95705 5 0 0 0 AB DATA 600 AB DATA DRIVE MILWAUKEE WI 53217 DIRECT MARKETING, FUNDRAISING, CONSULTAN 5084717 HARRIS DIRECT 23241 VENTURA BLVD WOODLAND HILLS CA 91364 TELEMARKETING 1179099 CIGNA INTERNATIONAL 590 NAAMANS ROAD CLAYMONT DE 19703 EMPLOYEE HEALTH (FIELD) 1147238 PUBLIC OUTREACH 509 OLIVE WAY STE 1407 SEATTLE WA 98101 STREET CANVASSING, FUNDRAISING 1125593 POST DIRECT 171 MADISON AVENUE NEW YORK NY 100165166 POSTAGE, MAILING 1096834 28 2155661 22873 262292738 4224506 264471272 SECONDED STAFF GRANTS 900099 7191162 7191162 MSF REIMBURSEMENTS 900099 1824150 1824150 9015312 320444 320444 2429099 2368286 60813 60813 60813 MISC OTHER REVENUE 900099 66187 66187 66187 273934028 9081499 0 381257 165903069 165903069 336080 253026 30640 52414 9839006 7407512 897022 1534472 803843 605190 73287 125366 2832785 2132725 258265 441795 775540 583882 70706 120952 92376 5182 36884 50310 66892 3753 26709 36430 6131378 6131378 1838489 792020 132187 914282 11017068 994057 99563 9923448 811783 415600 106157 290026 1608735 1428448 131560 48727 92786 60080 13146 19560 3130 1317 1616 197 100932 51599 13270 36063 66573 31084 17275 18214 FINANCIAL SERVICES 91044 38303 47002 5739 RECRUITING & RELOCATION 53133 32425 13262 7446 DUES AND SUBSCRIPTIONS 18901 11997 4087 2817 FUNDRAISING SERVICES 0 202483543 180751269 1972638 19759636 63856945 157906521 17561742 18594721 1453996 2961922 1701160 1228564 2200815 1749456 483932 451359 6104253 7083527 781 705 91162809 188227319 6448827 6115453 1510000 27496518 7958827 33611971 X 75770733 141421602 7433249 13193746 83203982 154615348 91162809 188227319 X 71450485 -39119 X X 0 1 1 X 0 X 118353399 152136404 151536056 135383999 264471272 821881130 118353399 152136404 151536056 135383999 264471272 821881130 4044398 817836732 3328163 3666848 1959763 446268 320444 9721486 101588 85918 190867 127278 66187 571838 832174454 30781239 0.98280 0.98210 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 1504260 134136 15928 1622468 886258 450000 179464 11462 1504260 1210390 -310398 13734 886258 1.00000 0 0 511021 181777 329244 1685825 1567679 118146 3969 3969 451359 273934028 202483543 71450485 337454 -376573 -39119 71411366 275120930 337454 1226021 -376573 1186902 273934028 0 273934028 203709564 1226021 1226021 202483543 0 202483543 DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: PART X: MANAGEMENT HAS REVIEWED THE TAX POSITIONS FOR EACH OF THE OPEN TAX YEARS (2007-2009) OR EXPECTED TO BE TAKEN IN MSF USA'S 2010 TAX RETURN AND HAS CONCLUDED THAT THERE ARE NO SIGNIFICANT UNCERTAIN TAX POSITIONS THAT WOULD REQUIRE RECOGNITION IN THE FINANCIAL STATEMENTS. PART XI, LINE 8 - OTHER ADJUSTMENTS: ACTUARIAL LOSS ON ANNUITY OBLIGATIONS -376,573. PART XII, LINE 2D - OTHER ADJUSTMENTS: ACTUARIAL LOSS ON ANNUITY OBLIGATIONS -376,573. 1 CENTRAL AMERICA & THE CARIBBEAN 0 107 PROGRAM SERVICES HUMANITARIAN MEDICAL ASSISTANCE 620589 EAST ASIA & THE PACIFIC 0 22 PROGRAM SERVICES HUMANITARIAN MEDICAL ASSISTANCE 281995 EUROPE 0 16 PROGRAM SERVICESGRANTS TO RECIPIENTS HUMANITARIAN MEDICAL ASSISTANCE 166157735 MIDDLE EAST & NORTH AFRICA 0 5 PROGRAM SERVICES HUMANITARIAN MEDICAL ASSISTANCE 97602 RUSSIA & THE NEWLY INDEPENDENT STATES 0 11 PROGRAM SERVICES HUMANITARIAN MEDICAL ASSISTANCE 88682 SOUTH AMERICA 0 3 PROGRAM SERVICES HUMANITARIAN MEDICAL ASSISTANCE 29248 SOUTH ASIA 0 43 PROGRAM SERVICES HUMANITARIAN MEDICAL ASSISTANCE 357998 SUB-SAHARAN AFRICA 0 312 PROGRAM SERVICES HUMANITARIAN MEDICAL ASSISTANCE 2684082 NORTH AMERICA 0 1 PROGRAM SERVICES HUMANITARIAN MEDICAL ASSISTANCE 3408 519 1 520 170317931 3408 170321339 X EUROPE HUMANITARIAN MEDICAL ASSISTANCE 19202706 WIRE TRANSFER EUROPE HUMANITARIAN MEDICAL ASSISTANCE 18713755 WIRE TRANSFER EUROPE HUMANITARIAN MEDICAL ASSISTANCE 23233130 WIRE TRANSFER EUROPE HUMANITARIAN MEDICAL ASSISTANCE 22956678 WIRE TRANSFER EUROPE HUMANITARIAN MEDICAL ASSISTANCE 75625018 WIRE TRANSFER EUROPE HUMANITARIAN MEDICAL ASSISTANCE 6171782 WIRE TRANSFER 0 0 0 0 0 0 PROCEDURE FOR MONITORING GRANTS OUTSIDE THE U.S.: SCHEDULE F, PART I, LINE 2: OUTLINE OF MSF-USA'S PROCEDURES FOR GRANTING FUNDS TO INDEPENDENT MSF EUROPEAN-BASED OPERATIONAL CENTERS (OC) AND OTHER MSF ENTITIES: IN MSF-USA, THE PROGRAM COMMITTEE (PC) OF THE BOARD OF DIRECTORS IS THE BODY WHICH HAS THE PRIMARY RESPONSIBILITY OF OVERSEEING THE DISTRIBUTION OF PRIVATE GRANTS (GRANTS REPRESENTING THE PROCEEDS OF NON-GOVERNMENT REVENUE). THE PC REVIEWS FUNDING REQUESTS AND ALL FUNDING ISSUES, AND MAKES RECOMMENDATIONS ON THE DISTRIBUTION OF PRIVATE GRANTS TO THE FULL BOARD OF DIRECTORS (BOD). THE FULL BOD, TAKING THESE RECOMMENDATIONS INTO CONSIDERATION, HAS THE FINAL VOTE ON THE DISTRIBUTION OF ALL PRIVATE GRANTS. THE PC WORKS CLOSELY WITH THE PROGRAM DEPARTMENT OF MSF-USA. THE PC HAS DELEGATED TO PROGRAM AND FINANCE STAFF THE AUTHORITY TO APPRAISE AND REVIEW GRANT PROPOSALS, REPORTS AND FUNDING REQUESTS, AND IN SOME CASES TO RESPOND TO REQUESTS FOR FUNDING, TO MAINTAIN COMMUNICATION WITH THE OCS MSF-USA IS FUNDING, AND TO ATTEND TO RELEVANT OC OPERATIONAL MEETINGS ON THE PC'S BEHALF. THE GRANTS OFFICER MANAGES THE ADMINISTRATION INVOLVED IN THE DISTRIBUTION OF PRIVATE GRANTS AND KEEPS THE PC INFORMED OF ALL NECESSARY ISSUES RELATED TO PRIVATE GRANTS AND THE ENTITIES MSF-USA IS FUNDING. AN INTERNAL GRANTS COMMITTEE, CHAIRED BY THE GRANTS OFFICER AND COMPRISED OF THE PROGRAM OFFICERS, FINANCE DIRECTOR AND EXECUTIVE DIRECTOR MEETS PERIODICALLY TO FOLLOW THE GRANTS PROCESS. IN THIS CAPACITY, PROGRAM DEPARTMENT STAFF AND THE GRANTS OFFICER MAKE RECOMMENDATIONS TO THE PC ON THE DISTRIBUTION OF PRIVATE GRANTS AND ON OTHER RELATED FUNDING ISSUES, WHICH THE PC TAKES INTO CONSIDERATION WHEN MAKING ITS RECOMMENDATIONS TO THE FULL BOD. THE EXECUTIVE DIRECTOR WILL OVERSEE ALL EMERGENCY GRANT REQUESTS. THE PC CONTINUES TO REGULARLY MONITOR THE OPERATIONS FUNDED BY MSF-USA THROUGH SEMI-ANNUAL MEETINGS WITH THE DIRECTORS OF OPERATIONS OF THE OCS, AND REVIEWS AND APPROVES FINAL FINANCIAL AND NARRATIVE REPORT DOCUMENTATION AT THE CLOSE OF THE YEAR. AT THE BEGINNING OF EACH FISCAL YEAR, THE PC SETS ITS GRANT MAKING STRATEGIC ORIENTATIONS AND PRIORITIES WHICH OUTLINE THE PC'S FUNDING CRITERIA FOR THE FISCAL YEAR. THE PC APPRAISES GRANTS AND FUNDING REQUESTS BASED ON THE STANDING GRANT MAKING STRATEGIC ORIENTATIONS AND PRIORITIES. AT THE BEGINNING OF EACH FISCAL YEAR, THE PC IN CONJUNCTION WITH THE GRANTS OFFICER AND PROGRAM AND FINANCE STAFF, ALSO REVIEWS AND REVISES AS NECESSARY THE GRANT PROCEDURES, TO ENSURE ALL PROCEDURES AND PROCESSES ARE UP TO DATE AND IN LINE WITH CURRENT STRATEGIC ORIENTATIONS AND PRIORITIES, AND WITH CURRENT US LEGAL REQUIREMENTS. WHAT FOLLOWS ARE DESCRIPTIONS OF PROCEDURES FOR 5 DISTINCT FUNDING PROCESSES: THE MSF FRANCE MULTIPURPOSE GRANT, THE NON FRANCE OC MULTIPURPOSE GRANT, THEMATIC FUNDING, EMERGENCY FUNDING, AND INDIVIDUAL PROJECT GRANTS. AS PART OF ITS ANNUAL BUDGET PROCESS MSF USA DETERMINES HOW MUCH IS AVAILABLE FOR GRANTS TO FUND PROJECTS OUTSIDE THE UNITED STATES. IN ADDITION, THIS BUDGET SPECIFIES THE GRANT AMOUNT AVAILABLE FOR EACH OC AND OTHER MSF ENTITIES. AT THE BEGINNING OF EACH FISCAL YEAR MSF USA INFORMS EACH OF THE OCS OF THE AMOUNT OF THEIR ANNUAL GRANT ENVELOPE, AFTER WHICH MSF USA AND EACH OC DETERMINE WHICH OF THE 5 PROCESSES WILL BE EMPLOYED FOR THE OC FOR THE FISCAL YEAR. ONE PROCESS IS EMPLOYED FOR EACH INDIVIDUAL OC, THOUGH EXCEPTIONALLY THE EMERGENCY FUNDING AND THEMATIC FUNDING CAN BE EMPLOYED IN CONJUNCTION WITH ONE ANOTHER WITH AN OC IN A GIVEN YEAR. FOLLOWING IS A BASIC OVERVIEW OF EACH OF THE 5 PROCESSES. MSF FRANCE MULTIPURPOSE GRANT PROCESS -PRIOR TO THE START OF THE FISCAL YEAR, MSF USA AND MSF FRANCE (MSF F) DISCUSS AT A JOINT BOD MEETING OR OTHER VENUE-OR THROUGH MSF USA'S PARTICIPATION IN THE MSF F PROJECT WEEK, MSF F'S OPERATIONAL PLAN FOR THE YEAR. THE MSF F OPERATIONAL DIRECTOR MAY ALSO BE ASKED TO GIVE A PRESENTATION OF THE OPERATIONAL PLAN TO THE BOD. -MSF USA APPROVES ITS BUDGET AND INFORMS MSF F OF THE AMOUNT OF ITS MULTIPURPOSE GRANT. MSF F SUBMITS ITS ANNUAL PLAN AND AN INITIAL LIST OF ALLOCATIONS AND COUNTRIES FOR WHICH THEY WILL USE THE MULTIPURPOSE GRANT. THE PC AND BOD VOTE ON THIS LIST OF COUNTRIES. THE PC AND BOD MAY DICTATE THAT THE MULTIPURPOSE GRANT NOT BE USED FOR CERTAIN COUNTRIES OR CONTEXTS, E.G. COUNTRIES WHICH THE US GOVERNMENT (USG) HAS SANCTIONS AGAINST, ETC. -THROUGHOUT THE COURSE OF THE YEAR, MSF USA MONITORS THE USE OF THESE FUNDS THROUGH MSF USA STAFF OR BOARD PARTICIPATION IN MSF F PROJECT DEVELOPMENT AND BUDGET MEETINGS, AND THROUGH REGULAR CORRESPONDENCE AND COOPERATION (SUCH AS THE OPERATIONS BEING RUN FOR MSF FRANCE WITHIN THE MSF USA OFFICE) WITH MSF F ON OPERATIONS. THESE MEETINGS MAY INCLUDE THE MSF F BUDGET COMMISSION, WEEK OF COORDINATORS, FINANCIAL MID YEAR REVIEW, PROJECT WEEK, BOARD OF DIRECTORS AND OTHER OPERATIONS MEETINGS, ETC. THE PC IS GIVEN REPORTS ON THE RELEVANT CONTENT OF THESE MEETINGS. PERIODIC FIELD VISITS ALSO SERVE AS A MONITORING TOOL. -THROUGHOUT THE YEAR MSF USA AND MSF F MAINTAIN ONGOING DISCUSSIONS ON FUNDING ISSUES. THE LIST OF COUNTRIES AND ALLOCATIONS ARE SUBJECT TO CHANGE ACCORDING TO BUDGET REVISIONS, THE NEEDS OF THE FIELD, UNFORESEEN EVENTS, EMERGENCIES, AND ACCORDING TO FUNDRAISING NEEDS AND RECEIPT OF EARMARKED FUNDS. THESE CHANGES MUST BE MUTUALLY AGREED UPON BY MSF F AND MSF USA'S PROGRAM AND FINANCE DEPARTMENTS, PURSUANT TO AUTHORITY DELEGATED TO THOSE DEPARTMENTS BY THE PC. -AT OR AFTER THE END OF THE FISCAL YEAR (WITHIN 90 DAYS), MSF F SUBMITS THE FINAL LIST OF THE COUNTRIES AND ALLOCATIONS, ALONG WITH THE LIST OF SPECIFIC PROJECTS WITHIN EACH OF THESE COUNTRIES FOR WHICH THE MSF USA MULTIPURPOSE GRANT WILL BE USED, FOR PC AND BOD APPROVAL. THE PC AND BOD CAN REQUEST MODIFICATIONS TO THIS LIST, BEFORE GIVING THEIR APPROVAL. -MSF F MUST SUBMIT ALL EXTERNAL AUDITS CONDUCTED ON FIELD PROJECTS OR COUNTRY MISSIONS FUNDED BY MSF USA, AND ANY INTERNAL AUDITS/EVALUATIONS WHICH DISCLOSE ADVERSE FINANCIAL OR PROGRAMMATIC FINDINGS. -IN JUNE FOLLOWING THE FISCAL YEAR, MSF F SUBMITS ITS FINAL NARRATIVE AND FINANCIAL REPORT, WHICH INCLUDES INFORMATION ON ALL COUNTRIES WHICH MSF USA FUNDED. THE GRANTS OFFICER REVIEWS THE FINAL REPORT AND ENSURES THAT THE NARRATIVE CONTENT AND FINAL FINANCIALS CONFORM TO THE FINAL COUNTRY LIST AND ALLOCATIONS PREVIOUSLY APPROVED BY THE PC/BOD. THE PC IS INFORMED OF THE RECEIPT AND REVIEW OF THE REPORT. THE PC MUST VOTE TO APPROVE THE FINAL ALLOCATION OF THE GRANTS AFTER THE CLOSE OF THE FISCAL YEAR. IN THE EVENT THAT THE FINAL REPORT DEVIATES FROM THE CONTRACT AGREEMENT OR FROM MSF USA'S AUDITED FINANCIALS OR THAT THE PROGRAMMATIC ACTIVITIES OR DESCRIPTIONS DEVIATE FROM THOSE AGREED UPON BY MSF USA, MSF USA MAY CONSIDER THE DEVIATION AN OVERPAYMENT OF FUNDS AND ADJUST MSF F'S ANNUAL GRANT IN SUBSEQUENT YEARS TO ACCOUNT FOR THE DEVIATION, OR MAY REQUIRE A REFUND. NON MSF FRANCE MULTIPURPOSE GRANT PROCESS -AT THE BEGINNING OF THE YEAR, THE OPERATIONS DIRECTOR OF ALL (NON FRANCE) OCS REQUESTING A MULTIPURPOSE GRANT FOR THE YEAR GIVES A PRESENTATION TO THE PC/BOD ON ITS OPERATIONAL PLAN FOR THE YEAR. THE OCS ALSO SUBMIT WRITTEN ANNUAL PLANS AND/OR OPERATIONAL PLANS AS REFERENCE. -EACH OC SUBMITS A LIST OF ALLOCATIONS AND COUNTRIES FOR WHICH IT WILL USE ITS MULTIPURPOSE GRANT TO THE PC AND BOD WHO, TAKING INTO CONSIDERATION THE PRESENTATION OF THE OPERATIONAL PLAN, REVIEW AND VOTE ON THIS LIST. THE PC AND BOD MAY DICTATE THAT THE MULTIPURPOSE GRANT NOT BE USED FOR CERTAIN COUNTRIES OR CONTEXTS, E.G. COUNTRIES WHICH THE USG HAS SANCTIONS AGAINST, ETC. -MID-YEAR. THE OPERATIONAL DIRECTOR OF THE OC JOINS A PC MEETING EITHER IN PERSON OR VIA TELECONFERENCE AND GIVES AN UPDATE ON ITS OPERATIONS. IF, AT ANY POINT, THE PC OR BOD IS OF THE VIEW THAT THE OC IS DEVIATING FROM THE OPERATIONAL PLAN AS IT WAS PRESENTED, MSF USA CAN REVERT FROM THE MULTIPURPOSE GRANT PROCESS TO AN INDIVIDUAL PROJECT GRANT APPROVAL PROCESS. -THROUGHOUT THE YEAR, MSF USA AND THE OC MAINTAIN ONGOING DISCUSSIONS ON FUNDING ISSUES. THE LIST OF COUNTRIES AND ALLOCATIONS ARE SUBJECT TO CHANGE ACCORDING TO BUDGET REVISIONS, THE NEEDS OF THE FIELD, UNFORESEEN EVENTS, EMERGENCIES, FUNDRAISING NEEDS AND RECEIPT OF EARMARKED FUNDS. THESE CHANGES MUST BE MUTUALLY AGREED UPON BY THE OC AND MSF USA'S PROGRAM AND FINANCE DEPARTMENTS, PURSUANT TO AUTHORITY DELEGATED TO THE DEPARTMENTS BY THE PC. -AT OR AFTER THE END OF THE FISCAL YEAR (WITHIN 90 DAYS), THE OC SUBMITS THE FINAL LIST OF THE COUNTRIES AND ALLOCATIONS, ALONG WITH THE LIST OF SPECIFIC PROJECTS WITHIN EACH OF THESE COUNTRIES FOR WHICH THE MSF USA MULTIPURPOSE GRANT WILL BE USED, FOR PC AND BOD APPROVAL. THE PC AND BOD CAN REQUEST MODIFICATIONS TO THIS LIST, BEFORE GIVING THEIR APPROVAL. OTHER INFORMATION SCHEDULE F, PART V - THE OC MUST SUBMIT ALL EXTERNAL AUDITS CONDUCTED ON FIELD PROJECTS OR COUNTRY MISSIONS FUNDED BY MSF-USA,AND ANY INTERNAL AUDITS/EVALUATIONS WHICH DISCLOSE ADVERSE FINANCIAL OR PROGRAMMATIC FINDINGS. - AFTER THE END OF THE FISCAL YEAR, THE OC SUBMITS A FINAL NARRATIVE AND FINANCIAL REPORT, WHICH INCLUDES INFORMATION ON ALL COUNTRIES WHICH MSF USA FUNDED. THE GRANTS OFFICER REVIEWS THE FINAL REPORT AND ENSURES THAT THE NARRATIVE CONTENT AND FINAL FINANCIALS CONFORM TO THE FINAL COUNTRY LIST AND ALLOCATIONS PREVIOUSLY APPROVED BY THE PC/BOD. THE PC IS INFORMED OF THE RECEIPT AND REVIEW OF THE REPORT. THE PC MUST VOTE TO APPROVE THE FINAL ALLOCATION OF THE GRANTS AFTER THE CLOSE OF THE FISCAL YEAR. IN THE EVENT THAT THE FINAL REPORT DEVIATES FROM THE CONTRACT AGREEMENT OR FROM MSF USA'S AUDITED FINANCIALS OR THAT THE PROGRAMMATIC ACTIVITIES OR DESCRIPTIONS DEVIATE FROM THOSE AGREED UPON BY MSF USA, MSF USA MAY CONSIDER THE DEVIATION AN OVERPAYMENT OF FUNDS AND WILL ADJUST THE OC'S GRANT IN THE SUBSEQUENT YEAR, OR REQUIRE A REFUND. THEMATIC FUNDING PROCESS USING HIV/AIDS AS AN EXAMPLE: -AT THE BEGINNING OF THE YEAR, THE OPERATIONAL DIRECTOR OR OTHER OC STAFF MEMBER JOINS A PC MEETING BY PHONE AND PRESENTS THE OC'S APPROACH TO HIV/AIDS FOR THE UPCOMING YEAR. -THE OC SUBMITS A LIST OF THE HIV/AIDS PROJECTS IT WOULD LIKE FUNDED FOR THE YEAR AND THE ALLOCATIONS. THE PC AND BOD REVIEW THESE AND VOTE ON THE LIST. THE OC ALSO SUBMITS ITS ANNUAL PLAN TO MSF USA FOR ITS REFERENCE. - THE OC WILL BE ASKED TO GIVE A MID YEAR UPDATE ON HIV/AIDS OPERATIONS. THROUGHOUT THE YEAR THE OC AND MSF USA MAINTAIN AN ONGOING DIALOGUE ABOUT THE OC'S FUNDING NEEDS AS BUDGETS INCREASE AND DECREASE AND BASED ON RESTRICTED FUNDS THAT MSF USA RECEIVES FOR HIV/AIDS. THE LIST OF PROJECTS MAY CHANGE THROUGHOUT THE YEAR ACCORDING TO THESE CONSIDERATIONS. THESE CHANGES MUST BE MUTUALLY AGREED UPON BY THE OC AND MSF USA'S PROGRAM AND FINANCE DEPARTMENTS, PURSUANT TO AUTHORITY DELEGATED TO THE DEPARTMENTS BY THE PC. - AT OR AFTER THE END OF THE FISCAL YEAR (WITHIN 90 DAYS), THE OC SUBMITS A FINAL LIST OF PROJECTS AND ALLOCATIONS, FOR PC AND BOD APPROVAL. THE PC AND BOD CAN REQUEST MODIFICATIONS TO THIS LIST, BEFORE GIVING THEIR APPROVAL. -THE OC MUST SUBMIT ALL EXTERNAL AUDITS CONDUCTED ON FIELD PROJECTS OR COUNTRY MISSIONS FUNDED BY MSF USA, AND ANY INTERNAL AUDITS/EVALUATIONS WHICH DISCLOSE ADVERSE FINANCIAL OR PROGRAMMATIC FINDINGS. - AFTER THE END OF THE FISCAL YEAR, THE OC MUST SUBMIT FINAL NARRATIVES AND BUDGETS FOR EACH OF THE THEMATIC PROJECTS FUNDED BY MSF USA. THE GRANTS OFFICER REVIEWS THE FINAL REPORTS AND ENSURES THAT THE NARRATIVE CONTENT AND FINAL FINANCIALS CONFORM TO THAT PREVIOUSLY APPROVED BY THE PC/BOD. THE PC IS INFORMED OF THE RECEIPT AND REVIEW OF THE REPORTS. THE PC MUST VOTE TO APPROVE THE FINAL ALLOCATION OF THE GRANTS AFTER THE CLOSE OF THE FISCAL YEAR. IN THE EVENT THAT THE FINAL REPORTS DEVIATE FROM THE CONTRACT AGREEMENT OR FROM MSF USA'S AUDITED FINANCIALS OR THAT THE PROGRAMMATIC ACTIVITIES OR DESCRIPTIONS DEVIATE FROM THOSE AGREED UPON BY MSF USA, MSF USA MAY CONSIDER THE DEVIATION AN OVERPAYMENT OF FUNDS AND WILL ADJUST THE OC'S GRANTS IN THE SUBSEQUENT YEAR OR REQUIRE A REFUND. EMERGENCY FUNDING PROCESS -AT THE BEGINNING OF THE YEAR, THE OPERATIONAL DIRECTOR OR OTHER OC STAFF MEMBER JOINS THE MSF USA PC AND/OR BOARD MEETING BY PHONE AND PRESENTS ITS APPROACH TO EMERGENCIES FOR THE UPCOMING YEAR (GENERAL OPERATIONAL DEFINITION OF AND APPROACH TO EMERGENCIES, BUDGET, AND EMERGENCY HUMAN RESOURCES) -THE PC AND BOD, TAKING INTO CONSIDERATION THE PRESENTATION OF THE OC'S APPROACH TO EMERGENCIES, VOTE WHETHER TO ENDORSE USING MSF USA FUNDS FOR THE OC'S EMERGENCY OPERATIONS IN THE UPCOMING YEAR. - IF THE PC AND BOD VOTE TO ENDORSE THE USE OF MSF USA'S FUNDS FOR THE OC'S EMERGENCY OPERATIONS, THEN, AS EMERGENCIES OCCUR AND AS OPERATIONS ARE INITIATED, THE OC REQUESTS APPROXIMATE AMOUNTS FOR SPECIFIC EMERGENCY OPERATIONS FROM MSF USA. THE PC DELEGATES TO THE MSF USA EXECUTIVE DIRECTOR THE AUTHORITY TO RESPOND TO THESE REQUESTS ON THE PC'S BEHALF, TO ENSURE THAT FUNDS ARE DISTRIBUTED IN A TIMELY MANNER. -ONCE A REQUEST FOR FUNDING IS APPROVED BY THE EXECUTIVE DIRECTOR, THE FUNDS CAN BE PAID TO THE OC IMMEDIATELY IF REQUESTED. FUNDS CAN BE REQUESTED THROUGHOUT THE YEAR, AS EMERGENCIES OCCUR, THOUGH IDEALLY 40% OF THE ENVELOPE WILL BE ALLOCATED AND PAID OUT BY JUNE. -THE PC/ BOD IS INFORMED OF THE REQUESTS AT ITS NEXT MEETING AND VOTES TO RATIFY THE GRANT. IF THE PC/BOD REJECTS A REQUEST THAT THE EXECUTIVE DIRECTOR HAS PREVIOUSLY APPROVED, THE FUNDS ALREADY DISTRIBUTED ARE CONSIDERED AN ADVANCE AND MUST BE ALLOCATED TO OTHER, APPROVED EMERGENCY OPERATIONS WITHIN THE FISCAL YEAR OR BE REFUNDED TO MSF USA. -THROUGHOUT THE YEAR THE OC AND MSF USA MAINTAIN AN ONGOING DIALOGUE ABOUT THE OC'S FUNDING NEEDS AS EMERGENCY BUDGETS INCREASE AND DECREASE AND ABOUT RESTRICTED FUNDS THAT MSF USA RECEIVES FOR EMERGENCIES. THE OC WILL BE ASKED TO GIVE A MID YEAR UPDATE ON EMERGENCY OPERATIONS. - AT OR AFTER THE END OF THE FISCAL YEAR (WITHIN 90 DAYS), THE OC SUBMITS THE FINAL LIST OF PROJECTS AND ALLOCATIONS SHOWING HOW IT USED ITS EMERGENCY ENVELOPE, FOR PC AND BOD APPROVAL. THE PC AND BOD CAN REQUEST MODIFICATIONS TO THIS LIST, BEFORE GIVING THEIR APPROVAL. -THE OC MUST SUBMIT ALL EXTERNAL AUDITS CONDUCTED ON FIELD PROJECTS OR COUNTRY MISSIONS FUNDED BY MSF USA, AND ANY INTERNAL AUDITS/EVALUATIONS WHICH DISCLOSE ADVERSE FINANCIAL OR PROGRAMMATIC FINDINGS. - AFTER THE END OF THE FISCAL YEAR, THE OC MUST SUBMIT FINAL NARRATIVES AND BUDGETS FOR EACH OF THE EMERGENCY PROJECTS FUNDED BY MSF USA. THE GRANTS OFFICER REVIEWS THE FINAL REPORTS AND ENSURES THAT THE NARRATIVE CONTENT AND FINAL FINANCIALS CONFORM TO THAT PREVIOUSLY APPROVED BY THE PC/BOD. THE PC IS INFORMED OF THE RECEIPT AND REVIEW OF THE REPORTS. THE PC MUST VOTE TO APPROVE THE FINAL ALLOCATION OF THE GRANTS AFTER THE CLOSE OF THE FISCAL YEAR. IN THE EVENT THAT THE FINAL REPORTS DEVIATE FROM THE CONTRACT AGREEMENT OR FROM MSF USA'S AUDITED FINANCIALS OR THAT THE PROGRAMMATIC ACTIVITIES OR DESCRIPTIONS DEVIATE FROM THOSE AGREED UPON BY MSF USA, MSF USA MAY CONSIDER THE DEVIATION AN OVERPAYMENT OF FUNDS AND WILL ADJUST THE OC'S GRANTS IN THE SUBSEQUENT YEAR OR REQUIRE A REFUND. INDIVIDUAL PROJECT GRANT PROCESS -AT THE BEGINNING OF THE YEAR, MSF USA INFORMS THE OC OF THE AMOUNT OF ITS GRANT ENVELOPE AND THE OC SUBMITS A TENTATIVE LIST OF PROJECTS FOR WHICH IT WILL REQUEST FUNDING, BROKEN DOWN ACCORDING TO THE THREE CATEGORY GRANT SYSTEM: "PRIORITY"- PREVIOUSLY FUNDED PROJECTS; "STANDARD"- PROJECTS NOT PREVIOUSLY FUNDED; "EMERGENCY"-GRANTS FOR EMERGENCY OPERATIONS AS THEY ARE INITIATED. -FOR EACH PROJECT, THE OC SUBMITS A NARRATIVE PROPOSAL AND A BUDGET PROPOSAL. THE GRANTS OFFICER OF MSF USA REVIEWS THESE AND WRITES AN APPRAISAL OF THE PROJECT, IN CONSULTATION WITH PROGRAM OR MEDICAL STAFF AS NECESSARY. -EACH APPRAISAL IS PRESENTED TO THE PC. THE PC VOTES TO RECOMMEND OR NOT RECOMMEND THAT THE BOD FUND THE PROJECT. THE BOD THEN VOTES TO APPROVE OR REJECT FUNDING OF THE PROJECT. -ADDITIONAL ALLOCATIONS TO THE SAME PROJECT OR REVISIONS OF THE ALLOCATION AMOUNT TO A PARTICULAR PROJECT MUST GO THROUGH THE PC AND BOD APPROVAL PROCESS. -THE OC MUST SUBMIT ALL EXTERNAL AUDITS CONDUCTED ON FIELD PROJECTS OR COUNTRY MISSIONS FUNDED BY MSF USA, AND ANY INTERNAL AUDITS/EVALUATIONS WHICH DISCLOSE ADVERSE FINANCIAL OR PROGRAMMATIC FINDINGS. -AT THE END OF THE YEAR THE OC SUBMITS A FINAL NARRATIVE AND FINANCIAL REPORT FOR EACH INDIVIDUAL PROJECT GRANT FUNDED WITH MSF USA FUNDS. THE GRANTS OFFICER REVIEWS THESE AND THE PC IS INFORMED OF THE RECEIPT AND REVIEW OF EACH FINAL REPORT. THE PC MUST VOTE TO APPROVE THE FINAL ALLOCATION OF THE GRANTS AFTER THE CLOSE OF THE FISCAL YEAR. X X X X X 1 AB DATA 600 AB DATA DRIVE MILWAUKEE WI 53217 CONSULTING ON DIRECT MAIL MARKETING 0 61722055 5084717 56637338 HARRIS DIRECT 23241 VENTURA BLVD WOODLAND HILLS CA 91364 OUTBOUND TELEMARKETING 0 3571466 1179099 2392367 HEWITT & JOHNSTON CONSULTANTS 215 SPADINA AVENUE SUITE 510 TORONTO ONTARIO CA M5T 2CY CONSULTING ON EMAIL MARKETING 0 3004715 123504 2881211 PUBLIC OUTREACH INC 509 OLIVE WAY STE 1407 SEATTLE WA 98101 FACE TO FACE FUNDRAISING 0 438809 1125593 -686784 68737045 7512913 61224132 AL AK AZ AR CA CO CT DE FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA RI SC SD TN TX UT VT VA WA WV WI WY DC SABRINA PLUM J. PLUM DAUGHTER 19627 SALARY 0 X 807 4224506 FAIR MARKET VALUE 0 0 1 THIRD PARTY USE: PART I, LINE 32B: DONATED STOCKS ARE TRANSFERRED AND SOLD BY MORGAN STANLEY SMITH BARNEY AS BROKER. FORM 990, PART VI, SECTION A, LINE 6 IN ACCORDANCE WITH THE PROVISIONS OF SECTION 601(A) OF THE NOT-FOR-PROFIT CORPORATION LAW OF THE STATE OF NEW YORK, THE ORGANIZATION SHALL HAVE TWO CLASSES OF MEMBERSHIP: CLASS A AND CLASS B. CLASS A MEMBERSHIP SHALL BE AVAILABLE TO (I) ANY PERSON WHO IS GRANTED CLASS A MEMBERSHIP (EITHER VOTING OR NON-VOTING STATUS) BY A VOTE OF THE BOARD OF DIRECTORS OR A COMMITTEE THEREOF, PURSUANT TO WRITTEN GUIDELINES AND A SCHEDULE OF DUES ADOPTED FROM TIME TO TIME BY THE BOARD OF DIRECTORS, AND (II) TO ALL ELECTED AND APPOINTED MEMBERS OF THE BOARD OF DIRECTORS OF THE CORPORATION THEN IN OFFICE, REGARDLESS OF THEIR STATUS AS CLASS A OR CLASS B DIRECTORS. CLASS B MEMBERSHIP SHALL BE AVAILABLE TO ALL ELECTED AND APPOINTED MEMBERS OF THE BOARD OF DIRECTORS OF THE CORPORATION THEN IN OFFICE, REGARDLESS OF THEIR STATUS AS CLASS A OR CLASS B DIRECTORS. FORM 990, PART VI, SECTION A, LINE 7A ALL MEMBERS OF THE CORPORATION SHALL HAVE FULL VOTING RIGHTS, SUBJECT TO THE FOLLOWING LIMITATION THAT ANY SALARIED STAFF MEMBER NORMALLY EMPLOYED TO WORK IN A HEADQUARTERS OFFICE OF THE CORPORATION, EXCEPT THE PRESIDENT, SHALL HAVE HIS OR HER VOTING RIGHTS TEMPORARILY SUSPENDED DURING THE DURATION OF THE EMPLOYMENT RELATIONSHIP; HOWEVER, WHEN THE EMPLOYEE IS NO LONGER EMPLOYED BY THE CORPORATION IN A HEADQUARTERS OFFICE, VOTING RIGHTS SHALL BE AUTOMATICALLY REINSTATED SO LONG AS HE OR SHE OTHERWISE SATISFIES THE CRITERIA TO BE A VOTING CLASS A MEMBER. FORM 990, PART VI, SECTION A, LINE 7B UNDER NEW YORK LAW, THE CLASS A AND CLASS B MEMBERS OF MSF-USA MUST APPROVE CERTAIN DECISIONS OF THE BOARD OF DIRECTORS. THESE DECISIONS INCLUDE CERTAIN AMENDMENTS TO MSF-USA'S CERTIFICATE OF INCORPORATION, DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF MSF-USA'S ASSETS, MERGER OR CONSOLIDATION OF MSF-USA, AND DISSOLUTION OF MSF-USA. ALL CLASS A AND CLASS B MEMBERS ARE ENTITLED TO VOTE TO APPROVE ANY SUCH ACTION, EXCEPT THAT CLASS B MEMBERS, ACTING ALONE, MAY APPROVE ANY AMENDMENT BY THE BOARD OF DIRECTORS TO MSF-USA'S CERTIFICATE OF INCORPORATION THAT DOES NOT AMEND OR CHANGE THE PURPOSES. FORM 990, PART VI, SECTION A, LINE 8A MSF-USA RECORDS WRITTEN MINUTES AT EACH MEETING OF THE BOARD OF DIRECTORS. THE RECORDED MINUTES ARE LATER APPROVED BY A VOTE OF THE BOARD OF DIRECTORS. DURING FY 2010, TWO SETS OF MINUTES WERE NOT APPROVED BY THE BOARD OF DIRECTORS BY THE LATER OF THE NEXT BOARD MEETING OR 60 DAYS AFTER THE DATE OF THE MEETING AT WHICH THEY WERE RECORDED, THOUGH ALL MINUTES FOR FY 2010 HAVE SINCE BEEN APPROVED BY A VOTE OF THE BOARD OF DIRECTORS. MSF-USA CONTINUES TO UPDATE ITS PRACTICES AND PROCEDURES TO ENSURE APPROVAL OF MINUTES BY A VOTE OF THE BOARD BY THE LATER OF THE NEXT BOARD MEETING OR 60 DAYS AFTER THE DATE OF THE MEETING AT WHICH THEY WERE RECORDED. FORM 990, PART VI, SECTION A, LINE 8B MSF-USA RECORDS WRITTEN MINUTES AT EACH MEETING OF ITS COMMITTEES. THE RECORDED MINUTES ARE LATER APPROVED BY A VOTE OF THE APPLICABLE COMMITTEE. DURING FY 2010, TWO SETS OF MINUTES WERE NOT APPROVED BY THE COMMITTEES BY THE LATER OF THE NEXT COMMITTEE MEETING OR 60 DAYS AFTER THE DATE OF THE MEETING AT WHICH THEY WERE RECORDED, THOUGH ALL MINUTES FOR FY 2010 HAVE SINCE BEEN APPROVED BY A VOTE OF THE APPLICABLE COMMITTEE. MSF-USA CONTINUES TO UPDATE ITS PRACTICES AND PROCEDURES TO ENSURE APPROVAL OF MINUTES BY A VOTE OF THE APPLICABLE COMMITTEE BY THE LATER OF THE NEXT COMMITTEE MEETING OR 60 DAYS AFTER THE DATE OF THE MEETING AT WHICH THEY WERE RECORDED. FORM 990, PART VI, SECTION B, LINE 11 THE FIRST DRAFT IS REVIEWED WITH OUTSIDE COUNSEL AND THE BOARD TREASURER AND ANY CHANGES ARE INCORPORATED INTO THE FINAL DRAFT. FORM 990, PART VI, SECTION B, LINE 12C ALL BOARD MEMBERS AND STAFF ARE REQUIRED TO COMPLETE AND SIGN A CONFLICT OF INTEREST STATEMENT AFTER REVIEWING THE CONFLICT OF INTEREST POLICY. IN ADDITION, ANNUALLY ALL EMPLOYEES AND BOARD MEMBERS ARE REQUIRED TO AGAIN REVIEW THE CONFLICT OF INTEREST POLICY AND COMPLETE A CONFLICT OF INTEREST STATEMENT AND DISCLOSE ANY MATTERS REQUIRED TO BE DISCLOSED BY THE POLICY. DURING THE ANNUAL AUDIT OF THE FINANCIAL STATEMENTS THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS REVIEW THE CONFLICT OF INTEREST STATEMENTS. FORM 990, PART VI, SECTION B, LINE 15 THE ORGANIZATION MAINTAINS A SALARY SCHEDULE COVERING ALL EMPLOYEES INCLUDING THE EXECUTIVE DIRECTOR AND KEY EMPLOYEES. THE SALARY SCHEDULE CONTAINS SEVEN GRADES OF SALARY LEVEL WITH SIX SALARY STEPS WITHIN EACH GRADE. THE POLICY OF THE ORGANIZATION AS APPROVED BY THE BOARD OF DIRECTORS IS TO ENSURE THAT THE SALARY OF THE EXECUTIVE DIRECTOR AND OTHER MANAGEMENT POSITIONS ARE WITHIN THE LOWER QUARTILE OF SALARIES FOR SIMILAR POSITIONS IN SIMILAR ORGANIZATIONS. COMPARABILITY SALARY DATA IS OBTAINED ANNUALLY AND PRESENTED TO THE ADMINISTRATIVE COMMITTEE OF THE BOARD. FOR THE EXECUTIVE DIRECTOR, THE PRESIDENT AND VICE PRESIDENT OF THE BOARD REVIEW THE PERFORMANCE OF THE EXECUTIVE DIRECTOR AND MAKE A RECOMMENDATION TO THE ADMINISTRATIVE COMMITTEE OF THE BOARD REGARDING AT WHAT STEP IN THE HIGHEST GRADE LEVEL OF THE SALARY CHART SHOULD THE EXECUTIVE DIRECTOR FALL. THE ADMINISTRATIVE COMMITTEE VOTES ON THE GRADE/SALARY STEP FOR THE EXECUTIVE DIRECTOR AND THE DECISION IS DOCUMENTED IN THE MINUTES OF THE MEETING OF THE ADMINISTRATIVE COMMITTEE AND THE SALARY IS DOCUMENTED BY THE DIRECTOR OF ADMINISTRATION/HUMAN RESOURCES AND PROVIDED TO PAYROLL. THE EXECUTIVE DIRECTOR DETERMINES THE SALARY OF OTHER MANAGEMENT POSITIONS BASED ON A PERFORMANCE EVALUATION AND RECOMMENDATION OF THE DIRECTOR OF ADMINISTRATION/HUMAN RESOURCES, WITHIN THE APPROPRIATE GRADE AND STEP OF THE SALARY CHART. THE COMPENSATION OF THE PRESIDENT OF THE BOARD IS BASED ON THE HIGHEST GRADE LEVEL (EXECUTIVE DIRECTOR'S GRADE) AND TIME COMMITTMENT AS APPROVED BY THE FULL BOARD AND DOCUMENTED IN THE MINUTES OF THE BOARD MEETING. FORM 990, PART VI, SECTION C, LINE 19 ON THE OFFICIAL WEBSITE OF THE ORGANIZATION THE MOST RECENT FORM 990 AND ANNUAL REPORT OF THE ORGANIZATION ARE POSTED AND AVAILABLE FOR ON-LINE REVIEW OR DOWNLOAD. THE ANNUAL REPORT PROVIDES OUR AUDITED STATEMENT OF ACTIVITIES AND FINANCIAL POSITION (BALANCE SHEET). IT IS THE ORGANIZATION'S POLICY TO ADDRESS ANY REQUEST FOR OUR GOVERNING DOCUMENTS, AUDITED FINANCIAL STATEMENTS, OTHER FINANCIAL STATEMENTS OR CONFLICT OF INTEREST POLICY BY PROVIDING EITHER AN ELECTRONIC OR PRINT VERSION OF THE DOCUMENT TO THE REQUESTOR AS SOON AS POSSIBLE. CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 5: NET UNREALIZED GAINS ON INVESTMENTS: 337,454. ACTUARIAL LOSS ON ANNUITY OBLIGATIONS -376,573. TOTAL TO FORM 990, PART XI, LINE 5: -39,119. FORM 990, PART XI, LINE 2C THE ORGANIZATION HAS A COMMITTEE THAT ASSUMES RESPONSIBILITY FOR THE OVERSIGHT OF THE AUDIT OF ITS FINANCIAL STATEMENTS AND SELECTION OF AN INDEDPENDENT ACCOUNTANT. THERE HAS BEEN NO CHANGE FROM THE PRIOR YEAR. COMPENSATION TO BOARD MEMBER DEANE MARCHBEIN FORM 990, PART VII, SECTION A DR. DEANE MARCHBEIN RECEIVED $3,731 IN COMPENSATION IN 2010. THIS COMPENSATION WAS NOT IN CONNECTION WITH HER WORK AS A MEMBER OF THE BOARD OF DIRECTORS. DR. MARCHBEIN WORKED IN AN OVERSEAS MSF PROJECT AS A PHYSICIAN BASED ON HER PREVIOUS FIELD EXPERIENCE AND HER QUALIFICATIONS AS A PHYSICIAN. HER COMPENSATION WAS IN CONNECTION WITH HER WORK AS A PHYSICIAN AND HER SALARY WAS DETERMINED BASED ON THE SALARY GRID USED FOR DETERMINING SALARIES FOR ALL U.S. BASED STAFF WORKING IN OVERSEAS PROJECTS. FORM 990, PART I, LINE 4 WITH RESPECT TO THE THREE INDIVIDUALS NOT IDENTIFIED AS INDEPENDENT DIRECTORS, AND AS DESCRIBED IN MORE DETAIL ABOVE AND BELOW, ONE OF THESE INDIVIDUALS IS THE FATHER OF AN MSF-USA EMPLOYEE, ONE WAS COMPENSATED FOR HER WORK IN CONNECTION WITH OVERSEAS MSF-USA PROJECTS, NOT IN CONNECTION WITH HER ROLE AS A MEMBER OF THE MSF-USA BOARD OF DIRECTORS, AND ONE WAS RETAINED AS AN OFFICER OF THE BOARD OF DIRECTORS TO PERFORM THE DUTIES OF PRESIDENT OF THE BOARD OF MSF-USA.