TY 2016 Form 990 Schedule O

efile Public Visual Render ObjectId: 201733129349303323 - Submission: 2017-11-08 TIN: 41-0847713

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or 990-EZ or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.
MediumBullet

Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.

OMB No. 1545-0047

2016

Open to Public
Inspection

Name of the organization

AMERICAN BOARD OF MEDICAL SPECIALTIES

Employer identification number

41-0847713

Return Reference	Explanation
Delegation of Authority	Form 990, Section A, Part VI, Line 1a According to ABMS' bylaws: The Executive Committee, in the interim between meetings of the Board of Directors, has all of the powers of the Board except those prohibited by law, those reserved to the Reserved Powers Board under Article III of the ABMS Bylaws and those which would amend or contravene written policies of the Board. The Governance Committee provides oversight of the governance functions of the ABMS Board of Directors, Reserve Powers Board, and the Boards of ABMS controlled entities or subsidiaries. Members or Stockholders Form 990, Part VI, Section A, Line 6 THERE ARE 3 CLASSES OF MEMBERS: REGULAR MEMBERS, ASSOCIATE MEMBERS AND PUBLIC MEMBERS. REGULAR MEMBERS ARE ALL THE PRIMARY AND CONJOINT MEDICAL SPECIALTY MEMBER BOARDS (CURRENTLY 24) WHICH HAVE BEEN APPROVED BY THIS CORPORATION IN ACCORDANCE WITH THE CRITERIA STIPULATED IN THE "ESSENTIALS FOR APPROVAL OF EXAMINING BOARDS IN MEDICAL SPECIALTIES" AS ESTABLISHED BY THIS CORPORATION FROM TIME TO TIME. ASSOCIATE MEMBERS ARE LIMITED TO SUCH ORGANIZATIONS INTERESTED IN GRADUATE MEDICAL EDUCATION OR THE STANDARDS OF MEDICAL PRACTICE AS, IN THE SOLE OPINION OF THIS CORPORATION, CAN ASSIST IT SIGNIFICANTLY IN THE ATTAINMENT OF ITS PURPOSES. PUBLIC MEMBERS ARE PERSONS ELECTED BY THE BOARD OF DIRECTORS TO BRING VIEWPOINTS FROM THE GENERAL PUBLIC TO THE DELIBERATIONS OF THE CORPORATION.
Members or Stockholders who may elect	Form 990, Part VI, Section A, Line 7a and 7b THE RESERVED POWERS BOARD, ACTING FOR THE MEMBERS, SHALL HAVE THE FOLLOWING SPECIFIED POWERS AND RESPONSIBILITIES: DETERMINING BY A TWO-THIRD AFFIRMATIVE VOTE THE RECOGNITION AND APPROVAL BY THE CORPORATION OF ALL PRIMARY AND CONJOINT MEDICAL SPECIALTY BOARDS (THEREBY ALSO ESTABLISHING A REGULAR MEMBER OF THE CORPORATION) AND OF ALL APPROVED MEDICAL SUBSPECIALTIES AND THE APPROPRIATE MEDICAL SPECIALTY (IES). ELECTING BY SIMPLE MAJORITY AT THE ANNUAL MEETING EACH YEAR, THOSE OFFICERS, COMMITTEE MEMBERS AND REPRESENTATIVES TO OTHER ORGANIZATIONS REQUIRING ELECTION FROM AMONG PERSONS NOMINATED BY THE GOVERNANCE COMMITTEE OR FROM THE FLOOR. APPROVING BY A TWO-THIRDS AFFIRMATIVE VOTE ALL PROPOSED INCREASES (BUT NOT DECREASES) ON MEMBERSHIP DUES OF ANY PROPOSED ASSESSMENTS OF THE MEMBER BOARDS. APPROVING BY A TWO-THIRDS AFFIRMATIVE VOTE ALL PROPOSED AMENDMENTS TO THE CORPORATION'S ARTICLES OF INCORPORATION OR TO THE ARTICLE III OF THESE BYLAWS. RESOLVING BY A SIMPLE MAJORITY AFFIRMATIVE VOTE (UNLESS A GREATER MAJORITY IS REQUIRED BY LAW OR BY THE BYLAWS) ANY DISPUTED SUBSTANTIVE AND NONPROCEDURAL MATTER BEFORE THE BOARD OF DIRECTORS WHICH IS CERTIFIED IN WRITING BY AT LEAST FIVE OR MORE DIRECTORS FOR REFERRAL TO THE RESERVED POWERS BOARD, WHICH REFERRAL SHALL INCLUDE THE WRITTEN RECOMMENDATIONS OF THE BOARD OF DIRECTORS ON THE MATTER. APPROVING BY A SIMPLE MAJORITY AFFIRMATIVE VOTE THE ANNUAL BUDGET OF THE ABMS. APPROVING, BY A TWO-THIRDS AFFIRMATIVE VOTE, ALL NEW ASSOCIATE MEMBERS OF THE CORPORATION, UPON RECOMMENDATION OF THE BOARD OF DIRECTORS.
Form 990 Review Process	Form 990, Part VI, Section B, Line 11 THE BOARD RETAINS THE SERVICES OF AN INDEPENDENT CPA FIRM TO PREPARE THE ABMS FORM 990. THE INDEPENDENT CPA FIRM PRESENTS THE FORM 990 TO MANAGEMENT AND THE FINANCE AND AUDIT COMMITTEE AND THE FINANCE AND AUDIT COMMITTEE REVIEWS AND APPROVES THE FORM 990. THE FINANCE AND AUDIT COMMITTEE THEN PROVIDES A FULL COPY TO ALL VOTING MEMBERS OF THE GOVERNING BODY. THE FORM 990 IS ALSO REVIEWED BY THE EXECUTIVE COMMITTEE OF THE ABMS BOARD OF DIRECTORS BEFORE IT IS FILED.
Written Conflict of interest Policy	Form 990, Part VI, Section B, Line 12c ON AN ANNUAL BASIS, BOARD AND COMMITTEE MEMBERS ARE REQUIRED TO DISCLOSE CONFLICTS AND DUALITIES OF INTEREST IN WRITING. AT THE BEGINNING OF ALL BOARD AND BOARD COMMITTEE MEETINGS MEMBERS ARE REQUIRED 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 OF INTEREST IN FACT EXISTED.
Process of Determining Compensation	Form 990, Part VI, Line 15a FOR THE ABMS PRESIDENT AND CHIEF EXECUTIVE OFFICER'S COMPENSATION 1 COMPARABILITY DATA FROM SIMILAR NOT FOR PROFIT HEALTHCARE ORGANIZATIONS AND INSTITUTIONS IS REVIEWED BY THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS. 2 AN OUTSIDE COMPENSATION CONSULTING FIRM WILL PERIODICALLY ADVISE THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS REGARDING APPROPRIATE COMPENSATION AND BENEFITS FOR THE PRESIDENT AND CHIEF EXECUTIVE OFFICER. 3 MEMBERS OF THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS, WHO ARE INDEPENDENT, SET THE COMPENSATION FOR THE PRESIDENT AND CHIEF EXECUTIVE OFFICER. FOR KEY EMPLOYEES COMPENSATION FOR KEY EMPLOYEES OF ABMS IS SET BY THE PRESIDENT AND CHIEF EXECUTIVE OFFICER. WHEN SETTING COMPENSATION, THE PRESIDENT AND CHIEF EXECUTIVE OFFICER TAKES INTO ACCOUNT COMPARABILITY DATA REGARDING COMPENSATION AS WELL AS THE PERIODIC ADVICE OF AN OUTSIDE COMPENSATION CONSULTING FIRM.
Governing Documents made Available to the Public	Form 990, Part VI, Section C, Line 19 Certain governing documents are available through applicable government agencies; the conflict of interest policy is available upon written request to the organization. Financial filings are available via government agencies.
Related Organization Compensation	Form 990, Part VII The compensation reported in Part VII is the compensation paid by ABMS for a full-time position. However, a portion of the various individuals' time is devoted to related organizations, the American Board of Medical Specialties Research and Education Foundation (REF) and the Multi-Specialty Portfolio Approval Program Organization (MSPAPO). ABMS is reimbursed by the REF and the MSPAPO.

Return Reference

Explanation

Delegation of Authority

Form 990, Section A, Part VI, Line 1a According to ABMS' bylaws: The Executive Committee, in the interim between meetings of the Board of Directors, has all of the powers of the Board except those prohibited by law, those reserved to the Reserved Powers Board under Article III of the ABMS Bylaws and those which would amend or contravene written policies of the Board. The Governance Committee provides oversight of the governance functions of the ABMS Board of Directors, Reserve Powers Board, and the Boards of ABMS controlled entities or subsidiaries. Members or Stockholders Form 990, Part VI, Section A, Line 6 THERE ARE 3 CLASSES OF MEMBERS: REGULAR MEMBERS, ASSOCIATE MEMBERS AND PUBLIC MEMBERS. REGULAR MEMBERS ARE ALL THE PRIMARY AND CONJOINT MEDICAL SPECIALTY MEMBER BOARDS (CURRENTLY 24) WHICH HAVE BEEN APPROVED BY THIS CORPORATION IN ACCORDANCE WITH THE CRITERIA STIPULATED IN THE "ESSENTIALS FOR APPROVAL OF EXAMINING BOARDS IN MEDICAL SPECIALTIES" AS ESTABLISHED BY THIS CORPORATION FROM TIME TO TIME. ASSOCIATE MEMBERS ARE LIMITED TO SUCH ORGANIZATIONS INTERESTED IN GRADUATE MEDICAL EDUCATION OR THE STANDARDS OF MEDICAL PRACTICE AS, IN THE SOLE OPINION OF THIS CORPORATION, CAN ASSIST IT SIGNIFICANTLY IN THE ATTAINMENT OF ITS PURPOSES. PUBLIC MEMBERS ARE PERSONS ELECTED BY THE BOARD OF DIRECTORS TO BRING VIEWPOINTS FROM THE GENERAL PUBLIC TO THE DELIBERATIONS OF THE CORPORATION.

Members or Stockholders who may elect

Form 990, Part VI, Section A, Line 7a and 7b THE RESERVED POWERS BOARD, ACTING FOR THE MEMBERS, SHALL HAVE THE FOLLOWING SPECIFIED POWERS AND RESPONSIBILITIES: DETERMINING BY A TWO-THIRD AFFIRMATIVE VOTE THE RECOGNITION AND APPROVAL BY THE CORPORATION OF ALL PRIMARY AND CONJOINT MEDICAL SPECIALTY BOARDS (THEREBY ALSO ESTABLISHING A REGULAR MEMBER OF THE CORPORATION) AND OF ALL APPROVED MEDICAL SUBSPECIALTIES AND THE APPROPRIATE MEDICAL SPECIALTY (IES). ELECTING BY SIMPLE MAJORITY AT THE ANNUAL MEETING EACH YEAR, THOSE OFFICERS, COMMITTEE MEMBERS AND REPRESENTATIVES TO OTHER ORGANIZATIONS REQUIRING ELECTION FROM AMONG PERSONS NOMINATED BY THE GOVERNANCE COMMITTEE OR FROM THE FLOOR. APPROVING BY A TWO-THIRDS AFFIRMATIVE VOTE ALL PROPOSED INCREASES (BUT NOT DECREASES) ON MEMBERSHIP DUES OF ANY PROPOSED ASSESSMENTS OF THE MEMBER BOARDS. APPROVING BY A TWO-THIRDS AFFIRMATIVE VOTE ALL PROPOSED AMENDMENTS TO THE CORPORATION'S ARTICLES OF INCORPORATION OR TO THE ARTICLE III OF THESE BYLAWS. RESOLVING BY A SIMPLE MAJORITY AFFIRMATIVE VOTE (UNLESS A GREATER MAJORITY IS REQUIRED BY LAW OR BY THE BYLAWS) ANY DISPUTED SUBSTANTIVE AND NONPROCEDURAL MATTER BEFORE THE BOARD OF DIRECTORS WHICH IS CERTIFIED IN WRITING BY AT LEAST FIVE OR MORE DIRECTORS FOR REFERRAL TO THE RESERVED POWERS BOARD, WHICH REFERRAL SHALL INCLUDE THE WRITTEN RECOMMENDATIONS OF THE BOARD OF DIRECTORS ON THE MATTER. APPROVING BY A SIMPLE MAJORITY AFFIRMATIVE VOTE THE ANNUAL BUDGET OF THE ABMS. APPROVING, BY A TWO-THIRDS AFFIRMATIVE VOTE, ALL NEW ASSOCIATE MEMBERS OF THE CORPORATION, UPON RECOMMENDATION OF THE BOARD OF DIRECTORS.

Form 990 Review Process

Form 990, Part VI, Section B, Line 11 THE BOARD RETAINS THE SERVICES OF AN INDEPENDENT CPA FIRM TO PREPARE THE ABMS FORM 990. THE INDEPENDENT CPA FIRM PRESENTS THE FORM 990 TO MANAGEMENT AND THE FINANCE AND AUDIT COMMITTEE AND THE FINANCE AND AUDIT COMMITTEE REVIEWS AND APPROVES THE FORM 990. THE FINANCE AND AUDIT COMMITTEE THEN PROVIDES A FULL COPY TO ALL VOTING MEMBERS OF THE GOVERNING BODY. THE FORM 990 IS ALSO REVIEWED BY THE EXECUTIVE COMMITTEE OF THE ABMS BOARD OF DIRECTORS BEFORE IT IS FILED.

Written Conflict of interest Policy

Form 990, Part VI, Section B, Line 12c ON AN ANNUAL BASIS, BOARD AND COMMITTEE MEMBERS ARE REQUIRED TO DISCLOSE CONFLICTS AND DUALITIES OF INTEREST IN WRITING. AT THE BEGINNING OF ALL BOARD AND BOARD COMMITTEE MEETINGS MEMBERS ARE REQUIRED 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 OF INTEREST IN FACT EXISTED.

Process of Determining Compensation

Form 990, Part VI, Line 15a FOR THE ABMS PRESIDENT AND CHIEF EXECUTIVE OFFICER'S COMPENSATION 1 COMPARABILITY DATA FROM SIMILAR NOT FOR PROFIT HEALTHCARE ORGANIZATIONS AND INSTITUTIONS IS REVIEWED BY THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS. 2 AN OUTSIDE COMPENSATION CONSULTING FIRM WILL PERIODICALLY ADVISE THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS REGARDING APPROPRIATE COMPENSATION AND BENEFITS FOR THE PRESIDENT AND CHIEF EXECUTIVE OFFICER. 3 MEMBERS OF THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS, WHO ARE INDEPENDENT, SET THE COMPENSATION FOR THE PRESIDENT AND CHIEF EXECUTIVE OFFICER. FOR KEY EMPLOYEES COMPENSATION FOR KEY EMPLOYEES OF ABMS IS SET BY THE PRESIDENT AND CHIEF EXECUTIVE OFFICER. WHEN SETTING COMPENSATION, THE PRESIDENT AND CHIEF EXECUTIVE OFFICER TAKES INTO ACCOUNT COMPARABILITY DATA REGARDING COMPENSATION AS WELL AS THE PERIODIC ADVICE OF AN OUTSIDE COMPENSATION CONSULTING FIRM.

Governing Documents made Available to the Public

Form 990, Part VI, Section C, Line 19 Certain governing documents are available through applicable government agencies; the conflict of interest policy is available upon written request to the organization. Financial filings are available via government agencies.

Related Organization Compensation

Form 990, Part VII The compensation reported in Part VII is the compensation paid by ABMS for a full-time position. However, a portion of the various individuals' time is devoted to related organizations, the American Board of Medical Specialties Research and Education Foundation (REF) and the Multi-Specialty Portfolio Approval Program Organization (MSPAPO). ABMS is reimbursed by the REF and the MSPAPO.

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2016

Software ID:
Software Version: