2022-08-12T10:39:41-05:00 2021-09-30 050409384 KAHN LITWIN RENZA & CO LTD 99 SUMMER STREET SUITE 520 BOSTON MA 02110 990 2020-10-01 050486254 BROWN EMERGENCY MEDICINE INC BROW 4015191602 125 WHIPPLE STREET 3RD FLOOR PROVIDENCE RI 02908 ROBERT BALBONI EXECUTIVE DIRECTOR 4015191602 2022-08-12 ROBERT BALBONI 999009999 SANDY ROSS P01399337 6172368098 2 AAL1 IAL1 2020 2022-09-23 18:48:47Z ROBERT BALBONI 125 WHIPPLE STREET 3RD FLOOR PROVIDENCE RI 02908 72365856 0 X WWW.BROWNEM.ORG X 1995 RI TO PROVIDE EXCEPTIONAL EMERGENCY MEDICAL CARE, EDUCATION, RESEARCH, AND SERVICE TO THE PEOPLE OF RHODE ISLAND AND BEYOND. 8 2 366 0 0 0 5939168 698859 64794920 71431061 1301584 163209 0 0 72035672 72293129 76594 80825 0 0 57709665 60861783 0 0 0 5350029 6702492 63136288 67645100 8899384 4648029 27807802 33521686 7580683 7976605 20227119 25545081 X TO PROVIDE EXCEPTIONAL EMERGENCY MEDICAL CARE, EDUCATION, RESEARCH, AND SERVICE TO THE PEOPLE OF RHODE ISLAND AND BEYOND. 0 0 58384316 80825 71431061 THE ORGANIZATION UNDERTAKES MULTIPLE CHARITABLE, SCIENTIFIC, AND EDUCATIONAL PURPOSES, INCLUDING:(A) PROVIDING EMERGENCY MEDICAL SERVICES AND URGENT MEDICAL CARE TO THE SICK AND INJURED WHO MAY COME FOR DIAGNOSIS, TREATMENT, AND CARE WITHOUT REGARD TO RACE, COLOR, CREED, SEX, AGE OR ABILITY TO PAY FOR SERVICES, AND TO PROVIDE SUCH MEDICAL SERVICES TO ALL PERSONS WHO MAY SEEK CARE AT RIH, TMH, HASBRO AND NPT.(B) COORDINATING, OVERSEEING, AND MONITORING CLINICAL PROGRAMS AND SERVICES.(C) PARTICIPATING IN RESEARCH TO ALLEVIATE HUMAN SUFFERING.(D) PROVIDING TEACHING SERVICES TO MEDICAL STUDENTS AND TO GRADUATES OF MEDICAL AND OSTEOPATHIC SCHOOLS WHO ARE IN POSTGRADUATE TRAINING PROGRAMS.(E) EMPLOYING HIGH-QUALITY TEACHING AND CLINICAL PHYSICIANS TO PROMOTE THE EDUCATIONAL AND PATIENT CARE MISSIONS OF HOSPITALS.(F) PARTICIPATING IN JOINT PLANNING AND DELIVERY OF TEACHING, RESEARCH, AND CLINICAL SERVICES.BROWN EMERGENCY MEDICINE (BROWN EM) PROVIDES EMERGENCY MEDICAL SERVICES, CONDUCTS MEDICAL RESEARCH, AND EDUCATES MEDICAL RESIDENTS, FELLOWS, MEDICAL STUDENTS AND OTHERS. BROWN EM PROVIDES THESE SERVICES THROUGH AFFILIATIONS WITH RHODE ISLAND HOSPITAL (RIH), HASBRO CHILDREN'S HOSPITAL (HASBRO), THE MIRIAM HOSPITAL (TMH), AND NEWPORT HOSPITAL.BROWN EM IS THE ACADEMIC EMERGENCY MEDICINE PHYSICIAN PRACTICE PLAN OF THE DEPARTMENT OF EMERGENCY MEDICINE AT THE ALPERT MEDICAL SCHOOL OF BROWN UNIVERSITY, LIFESPAN'S RHODE ISLAND HOSPITAL, AND THE MIRIAM HOSPITAL. WITH APPROXIMATELY 100 FULL TIME PHYSICIANS AND 40 MID-LEVEL PROVIDERS, BROWN EM PROVIDES EMERGENCY DEPARTMENT STAFFING FOR RIH, THE REGION'S ONLY LEVEL 1 TRAUMA CENTER, HASBRO, THE STATE'S ONLY CHILDREN'S SPECIALTY HOSPITAL, TMH, WHICH IS A LEADING COMMUNITY TEACHING HOSPITAL, AND NEWPORT HOSPITAL. ALL BEM MEMBER PHYSICIANS ARE BOARD CERTIFIED IN EMERGENCY MEDICINE OR PEDIATRIC EMERGENCY MEDICINE.DURING THE YEAR ENDED SEPTEMBER 30, 2021, THE ORGANIZATION PROVIDED EMERGENCY MEDICAL CARE TO 213,629 PATIENTS. IN ADDITION, 109 RESIDENTS AND 5 FELLOWS RECEIVED TEACHING, 1,418 INDIVIDUALS RECEIVED TRAINING IN A SIMULATION CENTER, AND 56 RESIDENTS AND 94 MEDICAL STUDENTS FROM OTHER DEPARTMENTS ROTATED THROUGH THE EMERGENCY DEPARTMENT TO RECEIVE EDUCATION SERVICES.THE ORGANIZATION PROVIDES CARE TO CERTAIN PATIENTS WHO ARE UNINSURED, WITHOUT CHARGE OR AT AMOUNTS LESS THAN ITS ESTABLISHED RATES. DURING THE YEAR ENDED SEPTEMBER 30, 2021, EXPENSES ESTIMATED AT $806,000 AROSE FROM PROVIDING SERVICES TO CHARITY PATIENTS. THE ESTIMATED COSTS OFPROVIDING CHARITY SERVICES ARE BASED ON A CALCULATION WHICH APPLIES A RATIO OF COSTS TO CHARGES TO THE GROSS UNCOMPENSATED CHARGES ASSOCIATED WITH PROVIDING CARE TO CHARITY PATIENTS.THE ORGANIZATION'S TEACHING MISSION WAS CARRIED OUT BY 94% OF THE ORGANIZATION'S PHYSICIANS WHO ARE ON THE FACULTY AT BROWN UNIVERSITY FOR THE YEAR ENDED SEPTEMBER 30, 2021. THE ORGANIZATION'S PHYSICIANS PROVIDE TEACHING SERVICES TO MORE THAN 100 BROWN UNIVERSITY MEDICAL STUDENTS AT A COST TO THE ORGANIZATION THAT EXCEEDED THE STIPEND FOR THE TEACHING SERVICES PROVIDED. FOR THE YEAR ENDED SEPTEMBER 30, 2021, THE ORGANIZATION'S CONTRIBUTION TO UNFUNDED TEACHING SERVICES IS ESTIMATED AT $3,575,000.THE ORGANIZATION ALSO SUPPORTS ITS PHYSICIANS WHO ARE INVOLVED IN STUDIES TO FURTHER THE SCIENCE OF MEDICAL RESEARCH. THESE PHYSICIANS TYPICALLY FUNCTION AS PRINCIPAL INVESTIGATORS OR CO-INVESTIGATORS ON GRANT-FUNDED STUDIES CONDUCTED IN CONJUNCTION WITH LIFESPAN AND BROWN UNIVERSITY. FOR THE YEAR ENDED SEPTEMBER 30, 2021, THE ORGANIZATION'S CONTRIBUTION TO UNFUNDED RESEARCH IS ESTIMATED AT $4,564,900. 58384316 1 1 0 1 0 0 0 0 0 0 1 0 0 0 1 1 1 0 0 1 1 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 1 0 0 0 0 1 0 0 0 1 17 0 366 1 0 0 0 0 0 0 0 0 0 0 0 0 X 8 2 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 X ROBERT BALBONI 4015191602 125 WHIPPLE STREET 3RD FLOOR PROVIDENCE RI 02908 JEREMIAH SCHUUR PRESIDENT/CHAIRMAN 40.00 X X 651684 0 60371 GARY BUBLY TREASURER (AS OF 1/20) 40.00 X X 407001 0 47685 FRANCESCA BEAUDOIN SECRETARY (TO 6/21) 40.00 X 316239 0 45997 ELIZABETH GOLDBERG SECRETARY (AS OF 7/21) 40.00 X 304029 0 57686 LINDA BROWN TREASURER (TO 6/21) 40.00 X 0 0 0 CATHERINE CUMMINGS DIRECTOR 40.00 X 309923 0 54076 ELIZABETH GOLDBERG DIRECTOR (TO 7/21) 40.00 X 0 0 0 JESSICA SMITH DIRECTOR 40.00 X 356319 0 42789 KIM GALLIGAN DIRECTOR (TO 9/21) 10.00 X 0 0 0 MIHIR KAMAT DIRECTOR (TO 12/21) 40.00 X 0 0 0 KENNETH WOOD DIRECTOR 40.00 X 0 0 0 ACHYUT KAMAT DIRECTOR 40.00 X 355659 0 57722 NAZ KARIM DIRECTOR (7/21-12/21) 40.00 X 264295 0 50327 GREGORY JAY PHYSICIAN 40.00 X 424587 0 59371 DAVID PORTELLI PHYSICIAN 40.00 X 391588 0 58722 LINDA BROWN PHYSICIAN 40.00 X 329807 0 49444 BRIAN CLUNE PHYSICIAN 40.00 X 404486 0 59722 STEVE TRAUB PHYSICIAN 40.00 X 266440 0 53871 ISLE JENOURI PHYSICIAN 40.00 X 357869 0 57621 JAMIESON COHN DIRECTOR (TO 12/20) 40.00 X 311105 0 57722 CHARLES STENGEL PHYSICIAN 40.00 X 381108 0 54076 CHRISTIAN ARBELAEZ PHYSICIAN 40.00 X 364941 0 52523 MICHAEL MELLO PHYSICIAN 40.00 X 378393 0 39228 6575473 0 958953 138 1 1 0 0 616132 82727 72727 698859 PATIENT SERVICES 621400 55277020 55277020 CONTRACT REVENUE 621400 8463685 8463685 TEACHING AND ADMIN REV 621400 4345039 4345039 RESEARCH GRANTS 621400 2018489 2018489 OTHER INCOME 621400 1326828 1326828 71431061 160611 160611 75325 72727 2598 2598 2598 72293129 71431061 0 163209 80825 80825 2671120 2003340 667780 46278125 41360750 4917375 5295970 4712057 583913 4176670 3210373 966297 2439898 2074308 365590 26607 26607 43439 43439 25656 25656 15 15 987845 34638 953207 98529 43352 55177 111722 33574 78148 403961 86318 317643 181651 26310 155341 1231 541 690 28224 4932 23292 1782361 1736823 45538 ACADEMIC ASSISTANCE 1576445 1576445 RESEARCH FUNDING 622035 622035 TRAINING AND DEVELOPMEN 571468 536543 34925 LICENSES AND FEES 241303 241152 151 67645100 58384316 9260784 0 12259063 13569220 8005920 11744404 612070 271739 1015393 975406 68211 39987 6080251 6570105 782287 1326231 27807802 33521686 6033834 6757824 1264562 1040046 282287 178735 7580683 7976605 X 20148940 25474902 78179 70179 20227119 25545081 27807802 33521686 4648029 669933 0 X X 0 1 X 1 1 1 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 0 1 25656 0 0 25656 0 PART II-B, LINE 1: OUTSIDE CONSULTING RELATED TO LOBBYING ACTIVITIES. 107878 93824 14054 907515 881582 25933 39987 OPERATING LEASE 178735 178735 X 72963047 669933 669933 72293114 15 15 72293129 67645085 0 67645085 15 15 67645100 PART X, LINE 2: THE ORGANIZATION IS EXEMPT FROM FEDERAL INCOME TAX UNDER THE PROVISIONS OF SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. MANAGEMENT BELIEVES THAT THE ORGANIZATION OPERATES IN A MANNER CONSISTENT WITH ITS TAX-EXEMPT STATUS AT BOTH THE STATE AND FEDERAL LEVEL. THE ORGANIZATION HAS BEEN CLASSIFIED AS AN ORGANIZATION THAT IS NOT A PRIVATE FOUNDATION UNDER SECTION 509(A)(3). THE ORGANIZATION ANNUALLY FILES IRS FORM 990 - RETURN OF ORGANIZATION EXEMPT FROM INCOME TAX, REPORTING VARIOUS INFORMATION THAT THE IRS USES TO MONITOR THE ACTIVITIES OF TAX-EXEMPT ENTITIES. THESE TAX RETURNS ARE SUBJECT TO REVIEW BY THE TAXING AUTHORITIES, AND THE FEDERAL INCOME TAX RETURNS ARE SUBJECT TO EXAMINATION BY THE IRS, GENERALLY FOR THREE YEARS AFTER THEY WERE FILED. THE ORGANIZATION CURRENTLY HAS NO TAX EXAMINATIONS IN PROGRESS. CENTRAL/EASTERN AFRICA 0 1 PROGRAM SERVICES HEALTH IMPROVEMENT 18000 0 1 0 0 0 1 18000 0 18000 0 0 0 0 0 0 PART I, LINE 2: BROWN EMERGENCY MEDICINE (BROWN EM) MONITORS THE TRANSACTIONS ON A MONTHLY BASIS. EXPENSES ARE SUBMITTED TO BROWN EM BY THE INDIVIDUALS IN CHARGE IN RWANDA AND ARE APPROVED BY THE GLOBAL EM (GEM) TEAM. A GEM INTERN IS SELECTED TO RUN THE PROGRAM ON AN ANNUAL BASIS. PART III ACCOUNTING METHOD: 0 RHODE ISLAND HOSPITAL 593 EDDY STREET PROVIDENCE RI 02903 050258954 PUBLIC CHARITY 75325 FUND RESEARCH ACTIVITIES OF DR. ADAM CHODOBSKI AND DR. JOANNA SZMYDYNGER-CHODOBSKI 1 0 X X X X 0 0 0 0 0 0 0 0 0 JEREMIAH SCHUUR PRESIDENT/CHAIRMAN 651324 0 0 0 360 0 37000 0 23371 0 712055 0 0 0 GREGORY JAY PHYSICIAN 420975 0 0 0 3612 0 37000 0 22371 0 483958 0 0 0 BRIAN CLUNE PHYSICIAN 402554 0 0 0 1932 0 37000 0 22722 0 464208 0 0 0 GARY BUBLY TREASURER (AS OF 1/20) 401457 0 0 0 5544 0 37000 0 10685 0 454686 0 0 0 DAVID PORTELLI PHYSICIAN 389656 0 0 0 1932 0 37000 0 21722 0 450310 0 0 0 CHARLES STENGEL PHYSICIAN 377496 0 0 0 3612 0 37000 0 17076 0 435184 0 0 0 MICHAEL MELLO PHYSICIAN 372849 0 0 0 5544 0 37000 0 2228 0 417621 0 0 0 CHRISTIAN ARBELAEZ PHYSICIAN 363681 0 0 0 1260 0 37000 0 15523 0 417464 0 0 0 ISLE JENOURI PHYSICIAN 355937 0 0 0 1932 0 37000 0 20621 0 415490 0 0 0 ACHYUT KAMAT DIRECTOR 354399 0 0 0 1260 0 37000 0 20722 0 413381 0 0 0 JESSICA SMITH DIRECTOR 355059 0 0 0 1260 0 37000 0 5789 0 399108 0 0 0 LINDA BROWN PHYSICIAN 327875 0 0 0 1932 0 37000 0 12444 0 379251 0 0 0 JAMIESON COHN DIRECTOR (TO 12/20) 310265 0 0 0 840 0 37000 0 20722 0 368827 0 0 0 CATHERINE CUMMINGS DIRECTOR 306311 0 0 0 3612 0 37000 0 17076 0 363999 0 0 0 FRANCESCA BEAUDOIN SECRETARY (TO 6/21) 315399 0 0 0 840 0 37000 0 8997 0 362236 0 0 0 ELIZABETH GOLDBERG SECRETARY (AS OF 7/21) 303273 0 0 0 756 0 37000 0 20686 0 361715 0 0 0 STEVE TRAUB PHYSICIAN 265231 0 0 0 1209 0 37000 0 16871 0 320311 0 0 0 NAZ KARIM DIRECTOR (7/21-12/21) 264083 0 0 0 212 0 37000 0 13327 0 314622 0 0 0 PART I, LINE 3 AN INDEPENDENT COMPENSATION COMMITTEE CONDUCTS A PERFORMANCE REVIEW AND EVALUATION OF ALL MEMBER COMPENSATION, INCLUDING THE PRESIDENT. THIS PROCESS INVOLVES THE EVALUATION OF THE INDIVIDUAL AND A REVIEW OF COMPENSATION OF COMPARABLE POSITIONS OBTAINED FROM PUBLISHED SURVEYS OF INDUSTRY DATA. THE COMMITTEE'S DELIBERATION AND DECISION ARE NOTED IN THE MINUTES OF THE MEETING. X 1 72727 FMV 0 0 0 0 FORM 990, PART VI, SECTION A, LINE 6 THE FOLLOWING PHYSICIANS ARE ELIGIBLE TO JOIN THE FOUNDATION AS MEMBERS - THOSE WHO: ARE MEMBERS OF THE STAFF ASSOCIATION OF RHODE ISLAND HOSPITAL (RIH) AND THE MIRIAM HOSPITAL (TMH), AND HOLD PROFESSIONAL STAFF APPOINTMENTS WITHIN THE DEPARTMENT OF EMERGENCY MEDICINE AT RIH OR THE DIVISION OF EMERGENCY MEDICINE AT TMH, AND EITHER HOLD A FACULTY APPOINTMENT IN THE BROWN UNIVERSITY MEDICAL SCHOOL (BROWN) OR HAVE BEEN EMPLOYED BY THE ORGANIZATION FOR LESS THAN ONE YEAR AND HAVE AGREED TO APPLY FOR A BROWN FACULTY APPOINTMENT, AND ARE APPROVED BY THE RIH CHIEF OF THE DEPARTMENT OF EMERGENCY MEDICINE AND THE ORGANIZATION'S BOARD OF DIRECTORS, AND WILL BE EMPLOYED BY THE ORGANIZATION TO CONDUCT THEIR PRACTICE OF MEDICINE EXCLUSIVELY ON BEHALF OF THE ORGANIZATION, UNLESS OTHERWISE RECOMMENDED BY THE PRESIDENT AND APPROVED BY THE BOARD, AND WILL BE BOARD CERTIFIED OR BOARD ELIGIBLE IN EMERGENCY MEDICINE OR PEDIATRIC EMERGENCY MEDICINE, UNLESS OTHERWISE RECOMMENDED BY THE PRESIDENT AND APPROVED BY THE BOARD. EACH SUCH ELIGIBLE PHYSICIAN WHO HAS IN EFFECT AN EMPLOYMENT AGREEMENT WITH THE ORGANIZATION SHALL BE A MEMBER OF THE ORGANIZATION AS LONG AS THE EMPLOYMENT AGREEMENT IS IN A FORM APPROVED BY THE BOARD AND THE CHIEF OF EMERGENCY MEDICINE (RIH). FORM 990, PART VI, SECTION A, LINE 7A THE BOARD OF DIRECTORS SHALL BE COMPRISED OF NO MORE THAN TEN (10) VOTING DIRECTORS, COMPRISED AS FOLLOWS: (A) THE PRESIDENT OF THE CORPORATION, EX OFFICIO, WITH VOTE; (B) THE PRESIDENT AND CHIEF EXECUTIVE OFFICER OF LIFESPAN CORPORATION, A RHODE ISLAND NON-PROFIT CORPORATION, WHICH IS THE SOLE MEMBER OF RIH, TMH AND OTHER NON-PROFIT HEALTH CARE PROVIDERS ("LIFESPAN CEO"), OR HIS/HER DESIGNEE, EX OFFICIO, WITH VOTE; (C) THE DEAN OF MEDICINE OF BROWN ("DEAN") OR HIS/HER PHYSICIAN DESIGNEE, EX OFFICIO, WITH VOTE; (D) UP TO SEVEN (7) CLASS A MEMBERS OF THE CORPORATION ELECTED BY THE CLASS A MEMBERS AT THEIR ANNUAL MEETING, OR ANY SPECIAL MEETING HELD IN LIEU THEREOF BASED ON NOMINATIONS MADE BY THE NOMINATING COMMITTEE (EACH AN "AT-LARGE DIRECTOR"). ONE (1) AT-LARGE DIRECTOR MUST BE PEDIATRIC EMERGENCY MEDICINE MEMBER ELECTED BY THE CLASS MEMBERS (NOT ONLY PEDIATRICIAN MEMBERS) FROM A SLATE OF NOMINEES CONSISTING ONLY OF PEDIATRIC EMERGENCY PHYSICIANS (THE "PED.EM AT-LARGE DIRECTOR"). PEDIATRIC EMERGENCY PHYSICIAN MEMBERS MAY ALSO BE NOMINATED AND ELECTED WITHOUT LIMIT TO SERVE AS REGULAR AT-LARGE DIRECTORS. THERE WILL BE AN ANNUAL MEETING OF THE MEMBERS HELD IN THE MONTH OF DECEMBER EACH YEAR. THERE MAY ALSO BE SPECIAL MEETINGS OF THE MEMBERS, WHICH CAN BE CALLED BY THE PRESIDENT, BY THE BOARD, OR BY 2/3 VOTE OF THE MEMBERS ENTITLED TO VOTE. THERE ARE REQUIREMENTS FOR PROVIDING NOTICE OF THE MEETINGS TO THE MEMBERS. EACH MEMBER SHALL BE ENTITLED TO ONE VOTE. VACANCIES IN THE BOARD OR IN ANY CORPORATE OFFICE MAY BE FILLED BY ELECTION BY THE REMAINING DIRECTORS AT ANY REGULAR OR SPECIAL MEETING, BUT IF A VACANCY EXISTS AT THE TIME OF ANY MEMBERS MEETING, IT SHALL BE FILLED BY ELECTION AT SAID MEETING. AN AT-LARGE DIRECTOR MAY BE REMOVED FROM OFFICE WITH OR WITHOUT CAUSE AT ANY ANNUAL, REGULAR, OR SPECIAL MEETING OF MEMBERS BY VOTE OF AT LEAST 2/3 OF THE MEMBERS ENTITLED TO VOTE IN THE ELECTION OF SUCH DIRECTORS AND PRESENT IN PERSON OR BY PROXY AT A MEETING IN WHICH A QUORUM (MAJORITY) IS PRESENT, OR FOR CAUSE BY A VOTE OF A MAJORITY OF THE DIRECTORS THEN IN OFFICE AND PRESENT AT A MEETING IN WHICH A QUORUM IS PRESENT; PROVIDED, HOWEVER, THAT A DIRECTOR MAY BE REMOVED FOR CAUSE ONLY AFTER REASONABLE NOTICE AND OPPORTUNITY TO BE HEARD BEFORE THE BODY PROPOSING TO REMOVE HIM/HER. FORM 990, PART VI, SECTION A, LINE 7B THERE WILL BE AN ANNUAL MEETING OF THE MEMBERS HELD IN THE MONTH OF DECEMBER EACH YEAR. THERE MAY ALSO BE SPECIAL MEETINGS OF THE MEMBERS, WHICH CAN BE CALLED BY THE PRESIDENT, BY THE BOARD, OR BY 2/3 VOTE OF THE MEMBERS ENTITLED TO VOTE. THERE ARE REQUIREMENTS FOR PROVIDING NOTICE OF THE MEETINGS TO THE MEMBERS. EACH MEMBER SHALL BE ENTITLED TO ONE VOTE. VACANCIES IN THE BOARD OR IN ANY CORPORATE OFFICE MAY BE FILLED BY ELECTION BY THE REMAINING DIRECTORS AT ANY REGULAR OR SPECIAL MEETING, BUT IF A VACANCY EXISTS AT THE TIME OF ANY MEMBERS MEETING, IT SHALL BE FILLED BY ELECTION AT SAID MEETING. AN AT-LARGE DIRECTOR MAY BE REMOVED FROM OFFICE WITH OR WITHOUT CAUSE AT ANY ANNUAL, REGULAR, OR SPECIAL MEETING OF MEMBERS BY VOTE OF AT LEAST 2/3 OF THE MEMBERS ENTITLED TO VOTE IN THE ELECTION OF SUCH DIRECTORS AND PRESENT IN PERSON OR BY PROXY AT A MEETING IN WHICH A QUORUM (MAJORITY) IS PRESENT, OR FOR CAUSE BY A VOTE OF A MAJORITY OF THE DIRECTORS THEN IN OFFICE AND PRESENT AT A MEETING IN WHICH A QUORUM IS PRESENT; PROVIDED, HOWEVER, THAT A DIRECTOR MAY BE REMOVED FOR CAUSE ONLY AFTER REASONABLE NOTICE AND OPPORTUNITY TO BE HEARD BEFORE THE BODY PROPOSING TO REMOVE HIM/HER. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 IS PREPARED BY THE EXTERNAL AUDITORS AND REVIEWED BY MANAGEMENT AND THE AUDIT COMMITTEE. FORM 990, PART VI, SECTION B, LINE 12C EACH YEAR THE ORGANIZATION'S CONFLICT OF INTEREST POLICY IS PROVIDED TO ALL OFFICERS, DIRECTORS, AND KEY EMPLOYEES. THESE PEOPLE ARE ASKED TO REVIEW THE POLICY AND SIGN A STATEMENT INDICATING THAT THEY UNDERSTAND THE POLICY, HAVE REPORTED ALL POTENTIAL CONFLICTS DURING THE PAST YEAR IN ACCORDANCE WITH THE POLICY AND WILL REPORT ALL POTENTIAL CONFLICTS DURING THE COMING YEAR. ALL POTENTIAL CONFLICTS ARE EVALUATED BY THE BOARD TO DETERMINE IF A CONFLICT EXISTS (AN ATTORNEY IS PRESENT AT EACH BOARD MEETING). IN THOSE INSTANCES WHERE THE POTENTIAL TRANSACTION IS A CONFLICT, THE BOARD EXAMINES THE TRANSACTION, AND A VOTE IS TAKEN (WITH THOSE INVOLVED RECUSING THEMSELVES) AS TO WHETHER THE ORGANIZATION WILL ENTER INTO THE TRANSACTION. FORM 990, PART VI, SECTION B, LINE 15 AN INDEPENDENT COMPENSATION COMMITTEE CONDUCTS A PERFORMANCE REVIEW AND EVALUATION OF ALL MEMBER COMPENSATION, INCLUDING THE PRESIDENT. THIS PROCESS INVOLVES THE EVALUATION OF THE INDIVIDUAL AND A REVIEW OF COMPENSATION OF COMPARABLE POSITIONS OBTAINED FROM PUBLISHED SURVEYS OF INDUSTRY DATA. THE COMMITTEE'S DELIBERATION AND DECISION IS NOTED IN THE MINUTES OF THE MEETING. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS (ARTICLES OF INCORPORATION AND BY-LAWS, INCLUDING ITS CONFLICT-OF-INTEREST POLICY) AND FINANCIAL STATEMENTS AVAILABLE UPON REQUEST. THE ORGANIZATION WILL MAIL COPIES UPON REQUEST OR PROVIDE COPIES TO THOSE WHO COME TO THE ADMINISTRATIVE OFFICE DURING NORMAL BUSINESS HOURS. THE ORGANIZATION CHARGES FOR THE COPIES IN ACCORDANCE WITH IRS REGULATIONS. FORM 990, PART XII, LINE 2C: BEM HAS AN AUDIT COMMITTEE THAT ASSUMES RESPONSIBILITY FOR THE FINANCIAL STATEMENTS AND SELECTION OF THE INDEPENDENT ACCOUNTANT. NO CHANGES IN THE OVERSIGHT PROCESS. 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