2024-10-16T13:25:36-05:00 2023-12-31 420714325 RSM US LLP 4650 EAST 53RD STREET DAVENPORT IA 528073479 990 2023-01-01 205839402 JOINT RESTORATION FOUNDATION INC JOIN 8772556727 7245 S HAVANA STREET 300 CENTENNIAL CO 80112 KEITH BYERS PRESIDENT & EXECUTIVE DIRECTOR 8772556727 2024-10-15 1 0 ERICA L CRAIG P02109597 5638884000 2024-10-15 2023 2024-10-15 13:58:12Z JRF ORTHO KEITH BYERS 7245 S HAVANA STREET 300 CENTENNIAL CO 80112 69440734 0 X WWW.JRFORTHO.ORG X 2006 DE IMPROVE MOVEMENT AND QUALITY OF LIFE THROUGH INNOVATIVE SOLUTIONS FOR ALLOGRAFT JOINT REPAIR 5 4 33 5 0 0 0 5875 59543754 69292889 26960 141970 0 0 59570714 69440734 649397 2347011 0 0 4249902 4971652 0 0 0 54781216 60640884 59680515 67959547 -109801 1481187 15557425 18145191 8300912 9407491 7256513 8737700 THE MISSION OF JOINT RESTORATION FOUNDATION IS TO IMPROVE QUALITY OF LIFE THROUGH INNOVATIVE SOLUTIONS FOR ALLOGRAFT JOINT REPAIR. 0 0 62093007 69292889 DISTRIBUTION: THE JOINT RESTORATION FOUNDATION (JRF) MAXIMIZES THE GIFT OF HUMAN DONATED TISSUE BY RESTORING MOVEMENT AND ENHANCING THE QUALITY OF LIFE FOR RECIPIENTS OF THIS TISSUE. AS THE LEADING PROVIDER OF FRESH CARTILAGE ALLOGRAFTS FOR JOINT REPAIR, AND ONE OF THE NATION'S LARGEST PROVIDERS OF ALLOGRAFT TISSUE FOR SPORTS MEDICINE, JRF WORKS WITH THE MEDICAL COMMUNITY TO MATCH CLINICAL INDICATIONS WITH THE CORRECTLY SIZED ALLOGRAFT TISSUE TO ENABLE SUCCESSFUL OUTCOMES (ENHANCED MOBILITY) FOR OVER 4,000 RECIPIENTS WE HELP ANNUALLY. JRF'S STAFF IS FULLY TRAINED ON THE USE OF ALLOGRAFT TISSUE, ENABLING THEM TO DISCUSS OPTIONS WITH SURGEONS AND OTHER MEDICAL PERSONNEL. 2465146 2347011 GRANTS, RESEARCH AND CHARITABLE CONTRIBUTIONS: JRF SPONSORS VARIOUS UNIVERSITY RESEARCH PROGRAMS WITH THE EXPECTATION THAT THROUGH INNOVATION, INGENUITY AND COMMITMENT THE BEST CLINICAL RESULTS FOR PATIENTS CAN BE ACHIEVED. BASED ON THESE RESEARCH EFFORTS AND COLLABORATIONS WITH EXTERNAL MEDICAL ADVISORS, JRF HAS ONGOING PROGRAMS FOR IMPROVING THE PROCESSING OF ALLOGRAFT TISSUE. TYPICAL RESULTS ARE GREATER AMOUNTS OF USABLE TISSUE, SATISFYING THE DESIRE OF DONORS AND THEIR FAMILIES TO HELP OTHERS. JRF ALSO PROVIDES ALLOGRAFT TISSUE FOR STUDIES TO FURTHER PROMOTE IMPROVED PATIENT OUTCOMES THROUGH THE USE OF ALLOGRAFTS. IN ADDITION, JOINT RESTORATION FOUNDATION SUPPORTS 501(C)(3) ORGANIZATIONS BY MAKING GRANTS TO PROMOTE DONATION AWARENESS AND EDUCATION. 196748 EDUCATION: JRF ANNUALLY CONDUCTS/SUPPORTS 6-8 EDUCATIONAL SYMPOSIUMS, SURGICAL TRAINING COURSES, AND HANDS-ON CLINICAL SESSIONS WITH SURGEONS AND ALLIED HEALTHCARE PROVIDERS TO AFFECT POSITIVE SURGICAL OUTCOMES FOR PATIENTS USING ALLOGRAFT TISSUE. ANOTHER CRITICAL COMPONENT OF JRF'S EDUCATION AND SERVICE IS ATTENDANCE AND SPONSORSHIP OF 6-8 NATIONALLY RECOGNIZED SURGICAL CONFERENCES. SURGEONS AND RELATED STAFF ARE ABLE TO LEARN ABOUT THE TECHNOLOGY PROVIDED BY JRF AND BECOME MORE FAMILIAR WITH TECHNICAL ADVANCES USING ALLOGRAFT TISSUE. 64754901 1 0 0 0 0 0 0 0 0 0 1 0 0 0 1 1 1 0 0 0 1 1 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 27 0 1 33 1 0 0 0 0 0 0 0 0 0 0 0 0 X 5 4 0 0 0 0 1 1 1 1 0 0 0 1 1 1 1 1 1 1 0 0 CA X MICHAEL PALLESCHI 8772556727 7245 S HAVANA STREET 300 CENTENNIAL CO 80112 CHRISTIAN BEZENAR FORMER PRESIDENT & EXECUTIVE DIRECTOR 40.00 X X 374726 0 52959 KEITH BYERS PRESIDENT & EXECUTIVE DIRECTOR 40.00 X X 242623 0 55603 DEAN ELLIOTT BOARD MEMBER 1.00 X 0 0 0 DANIEL L HOOD BOARD MEMBER 1.00 X 0 0 0 KEVIN SMITH SECRETARY/TREASURER 1.00 X X 0 0 0 DIANE WILSON CHAIRMAN 1.00 X X 0 0 0 MICHAEL PALLESCHI CORPORATE CONTROLLER 40.00 X 220143 0 57528 DAVID WILKE CLINICAL RESEARCH DIRECTOR 40.00 X 259649 0 36171 DINA PASQUINO OPERATIONS DIRECTOR 40.00 X 237053 0 47442 AARON MORENG INFORMATION TECHNOLOGY MAN 40.00 X 141958 0 43472 SEAN JACOBY CUSTOMER SERVICE MANAGER 40.00 X 131345 0 38835 MATTHEW FRETZS PRODUCT MANAGER 40.00 X 128299 0 31016 1735796 0 363026 14 0 1 0 RESTORATION BIOLOGICS LLC 870 W LIL BEN TRAIL FLAGSTAFF AZ 86005 PRODUCT DEVELOPMENT CONSULTING 313290 SCS SOFTWARE INC 1130 CLEVELAND ST SUITE 260 CLEARWATER FL 33755 ERP CONSULTING 279066 STAT INSTRUMENTS LLC 163 WASHINGTON ST SUITE 2 NORWELL MA 02061 INSTRUMENT RENTAL 236646 BROWNSTEIN HYATT FARBER SCHRECK LLP 675 15TH STREET SUITE 2900 DENVER CO 80202 LEGAL SERVICES 122374 4 5875 5875 TISSUE DISTRIBUTION & PROCESSING 423000 69292889 69292889 69292889 141970 141970 69440734 69292889 0 141970 2289154 2289154 57857 57857 1003584 373270 630314 1660 1424 236 3063708 2628842 434866 239511 125973 113538 372711 299154 73557 290478 217858 72620 124646 124646 61533 61533 289263 94197 195066 146764 132088 14676 395722 39572 356150 603444 482755 120689 328799 295919 32880 256295 217851 38444 203858 183472 20386 1207 1207 128385 90084 38301 237341 190240 47101 TISSUE RECOVERY, PROCES 55373671 55373671 CONTRACT LABOR 1217766 1217766 BANK FEES 637766 637766 RESEARCH & DEVELOPMENT 443754 443754 190670 190670 67959547 64754901 3204646 0 3385718 4021011 8440524 9938274 2103767 2889935 153294 147999 1329230 1141004 274190 188226 265625 228125 934307 731621 15557425 18145191 4748840 5482941 185472 29600 3366600 3894950 8300912 9407491 X 7256513 8737700 7256513 8737700 15557425 18145191 1481187 0 X X 0 1 X 1 0 X 568433 5875 574308 50335906 49091910 55049062 59543754 69292889 283313521 50335906 49660343 55049062 59543754 69298764 283887829 1000 1000 3924145 3679282 3466870 3020112 2021607 16112016 3924145 3679282 3466870 3020112 2022607 16113016 267774813 73341 7187 96 26960 141970 249554 73341 7187 96 26960 141970 249554 50409247 49667530 55049158 59570714 69440734 284137383 0.94240 0.93340 0.00090 0.00050 X 614433 591296 23137 714797 549708 165089 188226 DUE TO ALLOSOURCE 1045767 DUE TO COMMUNITY TISSUE SERVICES 2226231 OPERATING LEASE LIABILITIES 622952 3894950 X 69438027 0 69438027 2707 2707 69440734 67956840 0 67956840 2707 2707 67959547 PART X, LINE 2: JOINT RESTORATION FOUNDATION (THE ORGANIZATION) IS A NOT-FOR-PROFIT CORPORATION AS DESCRIBED IN SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE (IRC) AND IS EXEMPT FROM FEDERAL INCOME TAXES ON RELATED INCOME PURSUANT TO SECTION 501(A) OF THE IRC. THE ORGANIZATION APPLIES THE ACCOUNTING STANDARD ON ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES, WHICH ADDRESSES THE DETERMINATION OF WHETHER TAX BENEFITS CLAIMED OR EXPECTED TO BE CLAIMED ON A TAX RETURN SHOULD BE RECORDED IN THE FINANCIAL STATEMENTS. UNDER THIS GUIDANCE, THE JOINT RESTORATION FOUNDATION MAY RECOGNIZE THE TAX BENEFIT FROM AN UNCERTAIN TAX POSITION ONLY IF IT IS MORE-LIKELY-THAN-NOT THAT THE TAX POSITION WILL BE SUSTAINED ON EXAMINATION BY TAXING AUTHORITIES, BASED ON THE TECHNICAL MERITS OF THE POSITION. THE TAX BENEFITS RECOGNIZED IN THE FINANCIAL STATEMENTS FROM SUCH A POSITION ARE MEASURED BASED ON THE LARGEST BENEFIT THAT HAS A GREATER THAN 50 PERCENT LIKELIHOOD OF BEING REALIZED UPON ULTIMATE SETTLEMENT. THE GUIDANCE ON ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES ALSO ADDRESSES DE-RECOGNITION, CLASSIFICATION, INTEREST AND PENALTIES ON INCOME TAXES, AND ACCOUNTING IN INTERIM PERIODS. BASED ON MANAGEMENT'S REVIEW, NO UNCERTAIN TAX POSITIONS EXISTED AS OF DECEMBER 31, 2023 AND 2022. THE ORGANIZATION RECOGNIZES INTEREST ACCRUED RELATED TO UNRECOGNIZED TAX BENEFITS IN INTEREST EXPENSE AND PENALTIES IN GENERAL, ADMINISTRATIVE, AND OTHER EXPENSES ON THE ACCOMPANYING STATEMENTS OF ACTIVITIES. DURING THE YEARS ENDED DECEMBER 31, 2023 AND 2022, THERE WERE NO INTEREST AND PENALTIES. PART XI, LINE 4B - OTHER ADJUSTMENTS: EXPENSES TREATED AS REVENUE FOR AUDIT PURPOSES 2,707. PART XII, LINE 4B - OTHER ADJUSTMENTS: EXPENSES TREATED AS REVENUE FOR AUDIT PURPOSES 2,707. 1 EAST ASIA AND THE PACIFIC 0 0 PROGRAM SERVICES ALLOGRAFT DISTRIBUTION EUROPE (INCLUDING ICELAND & GREENLAND) 0 0 PROGRAM SERVICES ALLOGRAFT DISTRIBUTION 9089 MIDDLE EAST AND NORTH AFRICA 0 0 PROGRAM SERVICES ALLOGRAFT DISTRIBUTION NORTH AMERICA 0 0 PROGRAM SERVICES ALLOGRAFT DISTRIBUTION 2272 SOUTH AMERICA 0 0 PROGRAM SERVICES ALLOGRAFT DISTRIBUTION SUB-SAHARAN AFRICA 0 0 PROGRAM SERVICES ALLOGRAFT DISTRIBUTION 0 0 0 0 0 0 11361 0 11361 EUROPE (INCLUDING ICELAND & GREENLAND) EDUCATION 57857 WIRE 0 N/A N/A 1 0 0 0 0 0 0 0 PART I, LINE 2: JOINT RESTORATION FOUNDATION'S EXECUTIVE DIRECTOR AND/OR UPPER MANAGEMENT GROUP COMMUNICATES ON AN ON-GOING BASIS WITH GRANT FUND RECIPIENTS TO ENSURE THAT THE OBJECTIVES AND GOALS OF THE PROGRAMS ARE FULFILLED. 1 ALLOSOURCE 6278 S TROY CIRCLE CENTENNIAL CO 80111 841327507 501(C)(3) 790852 0 GRANT TO SUPPORT JOINT RESTORATION FOUNDATION'S MISSION COMMUNITY TISSUE SERVICES 2900 RESEARCH DR KETTERING OH 45420 205676673 501(C)(3) 1209148 0 GRANT TO SUPPORT JOINT RESTORATION FOUNDATION'S MISSION THE BRIGHAM AND WOMEN'S HOSPITAL 75 FRANCIS STREET BOSTON MA 02115 042312909 501(C)(3) 15921 0 GRANT TO SUPPORT JOINT RESTORATION FOUNDATION'S MISSION OREGON HEALTH & SCIENCE UNIVERSITY 3181 SAM JACKSON PARK RD PORTLAND OR 97239 931176109 501(C)(3) 116010 0 GRANT TO SUPPORT JOINT RESTORATION FOUNDATION'S MISSION STANFORD UNIVERSITY 485 BROADWAY MAIL CODE 8838 REDWOOD CITY CA 94063 941156365 501(C)(3) 25000 0 GRANT TO SUPPORT JOINT RESTORATION FOUNDATION'S MISSION STEADMAN PHILIPPON RESEARCH INSTITUTE 181 W MEADOW DRIVE VAIL CO 81657 880245022 501(C)(3) 24023 0 GRANT TO SUPPORT JOINT RESTORATION FOUNDATION'S MISSION AMERICAN ORTHOPAEDIC SOCIETY FOR SPORTS MEDICINE 9400 W HIGGINS RD STE 300 ROSEMONT IL 60018 237182780 501(C)(3) 55000 0 GRANT TO SUPPORT JOINT RESTORATION FOUNDATION'S MISSION 7 0 PART I, LINE 2: JOINT RESTORATION FOUNDATION'S EXECUTIVE DIRECTOR AND/OR UPPER MANAGEMENT GROUP COMMUNICATES ON AN ON-GOING BASIS WITH GRANT FUND RECIPIENTS TO ENSURE THAT THE OBJECTIVES AND GOALS OF THE PROGRAMS ARE FULFILLED. X X X 0 0 0 0 0 0 0 1 0 CHRISTIAN BEZENAR FORMER PRESIDENT & EXECUTIVE DIRECTO 236610 0 137919 0 197 0 32212 0 20747 0 427685 0 0 0 KEITH BYERS PRESIDENT & EXECUTIVE DIRECTOR 190642 0 51711 0 270 0 22870 0 32733 0 298226 0 0 0 DAVID WILKE CLINICAL RESEARCH DIRECTOR 200739 0 57722 0 1188 0 21629 0 14542 0 295820 0 0 0 DINA PASQUINO OPERATIONS DIRECTOR 183342 0 53297 0 414 0 22248 0 25194 0 284495 0 0 0 MICHAEL PALLESCHI CORPORATE CONTROLLER 169682 0 50281 0 180 0 20914 0 36614 0 277671 0 0 0 AARON MORENG INFORMATION TECHNOLOGY MAN 116608 0 25188 0 162 0 13572 0 29900 0 185430 0 0 0 SEAN JACOBY CUSTOMER SERVICE MANAGER 106065 0 25100 0 180 0 12695 0 26140 0 170180 0 0 0 MATTHEW FRETZS PRODUCT MANAGER 105571 0 22458 0 270 0 11973 0 19043 0 159315 0 0 0 PART I, LINE 7 NON-FIXED PAYMENTS WERE PROVIDED TO THE EXECUTIVES BASED ON GOALS AND OBJECTIVES THAT WERE DETERMINED BY THE BOARD OF DIRECTORS. THESE GOALS AND OBJECTIVES ARE ESTABLISHED ANNUALLY AND ARE FOCUSED ON MEETING THE MISSION OF THE ORGANIZATION, AND FOR 2023, INCLUDED THE FOLLOWING: INCREASED DISTRIBUTION RATES FOR SPECIFIC GRAFTS AND GROWTH OF THE ORGANIZATION MEASURED BY MEETING REVENUE TARGETS FOR SPECIFIC GRAFTS. ACHIEVEMENT OF THESE GOALS IS PAID IN THE FOLLOWING YEAR AS A PERCENTAGE OF THEIR RESPECTIVE SALARY AT PERIOD END. POTENTIAL BONUS AWARD DISTRIBUTIONS WERE FACTORED INTO THE DETERMINATION AND ANALYSIS OF WHETHER SUCH INDIVIDUALS' COMPENSATION IS REASONABLE UNDER THE REBUTTABLE PRESUMPTION OF REASONABLENESS PROVISION IN THE TREASURY REGULATIONS. FORM 990, PART VI, SECTION A, LINE 6 THE ORGANIZATION HAS TWO CORPORATE MEMBERS: ALLOSOURCE, AN ILLINOIS 501(C)(3) NOT-FOR-PROFIT CORPORATION, AND COMMUNITY BLOOD CENTER, D/B/A COMMUNITY TISSUE SERVICES, AN OHIO 501(C)(3) NOT-FOR-PROFIT CORPORATION. EACH MEMBER HAS THE EXCLUSIVE POWER TO ELECT AND TO REMOVE, WITH OR WITHOUT CAUSE, TWO VOTING DIRECTORS. FORM 990, PART VI, SECTION A, LINE 7A EACH CORPORATE MEMBER HAS THE EXCLUSIVE POWER TO ELECT AND TO REMOVE, WITH OR WITHOUT CAUSE, TWO VOTING DIRECTORS. FORM 990, PART VI, SECTION A, LINE 7B CORPORATE MEMBERS, BY UNAMIMOUS CONSENT OF THOSE ENTITLED TO VOTE MAY INITIATE ANY ACTION NORMALLY RESERVED TO THE BOARD OF DIRECTORS, WHETHER OR NOT ANY SUCH ACTION HAS BEEN PROPOSED BY THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION A, LINE 8B THE ORGANIZATION DOES NOT HAVE ANY COMMITTEES WITH AUTHORITY TO ACT ON BEHALF OF THE GOVERNING BODY. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 IS PROVIDED TO AND REVIEWED BY KEY OFFICERS OF THE ORGANIZATION. SUBSEQUENT TO THIS REVIEW, BOTH THE CORPORATE CONTROLLER AND THE EXECUTIVE DIRECTOR OF JRF ORTHO, ARE ENGAGED TO REVIEW AND COMMENT ON BOTH DESCRIPTION AND NUMERIC CONTENT. A SUBCOMMITTEE OF THE BOARD OF DIRECTORS THEN REVIEWS THE FORM 990 IN DETAIL WITH THE EXTERNAL TAX PREPARERS AND MAKES RECOMMENDATIONS TO THE BOARD OF DIRECTORS ON CONTENT. EXTERNAL COUNSEL REVIEWS THE FORM 990 IF SUBSTANTIAL CHANGES TO CONTENT OR ACTIVITIES ARE MADE. THE FORM 990 IS THEN FILED WITH THE INTERNAL REVENUE SERVICE. FORM 990, PART VI, SECTION B, LINE 12C ALL INTERESTED PERSONS OF JOINT RESTORATION FOUNDATION (JRF) ARE ASKED ANNUALLY TO COMPLETE AND EXECUTE A DISCLOSURE STATEMENT. ANY CONFLICT OF INTEREST SITUATION MUST BE DISCLOSED TO THE BOARD OF DIRECTORS IMMEDIATELY IF THE CONFLICT INVOLVES AN INTERESTED PERSON. AN INTERESTED PERSON IS DEFINED AS AN OFFICER, DIRECTOR, KEY EMPLOYEE, OR MEMBER OF A COMMITTEE OF THE JOINT RESTORATION FOUNDATION. IF ANY INTERESTED PERSON IS AWARE THAT JRF IS CONSIDERING OR ABOUT TO ENTER INTO ANY BUSINESS TRANSACTION IN WHICH SUCH INTERESTED PERSON OR RELATED PERSON HAS A FINANCIAL INTEREST, INCLUDING WITHOUT LIMITATION AS AN OFFICER, DIRECTOR, SHAREHOLDER, PARTNER, INVESTOR, BENEFICIARY OR TRUSTEE, SUCH INTERESTED PERSON MUST IMMEDIATELY AND FULLY DISCLOSE THE POTENTIAL CONFLICT OF INTEREST TO JRF'S BOARD OF DIRECTORS. THE BOARD OF DIRECTORS ULTIMATELY WILL DETERMINE WHETHER ANY CONFLICT OF INTEREST OR POTENTIAL CONFLICT OF INTEREST EXISTS, IS MATERIAL OR REQUIRES OTHER ACTION BY THE BOARD OF DIRECTORS OR THE INTERESTED PERSON. A CONFLICT OF INTEREST MAY EXIST WHEN THE INTERESTS OR CONCERNS OF ANY INTERESTED PERSON OR RELATED PERSON, OR ANY PARTY, GROUP, ENTITY, OR ORGANIZATION IN WHICH THE INTERESTED PERSON OR RELATED PERSON IS INVOLVED IN, IN ANY CAPACITY, COMPETE OR CONFLICT WITH THE INTERESTS OF JRF OR POTENTIALLY AFFECT THE INDEPENDENT JUDGMENT OF THE INTERESTED PERSON BECAUSE OF A FINANCIAL INTEREST OR OTHERWISE. IT IS IMMATERIAL WHETHER JRF IS OR MAY BE ADVERSELY AFFECTED BY THE CONFLICT. IN CONNECTION WITH ANY ACTUAL OR POTENTIAL CONFLICT OF INTEREST, AN INTERESTED PERSON IMMEDIATELY MUST DISCLOSE IN WRITING OR AT A NOTICED MEETING OF THE BOARD OF DIRECTORS THE EXISTENCE AND NATURE OF THE CONFLICT AND OF HIS OR HER FINANCIAL INTEREST TO THE BOARD OF DIRECTORS. IN ALL EVENTS, SUCH WRITTEN DISCLOSURE MUST BE MADE IN SUFFICIENT TIME TO PERMIT THE BOARD, WHILE CONSIDERING THE PERTINENT JRF BUSINESS ACTIVITY, TO CONSIDER THE DISCLOSURE, MAKE NECESSARY OR APPROPRIATE INQUIRY, AND TAKE SUITABLE ACTION IN RESPECT TO AND IN LIGHT OF THE DISCLOSURE. AFTER DISCLOSURE OF THE ACTUAL OR POTENTIAL CONFLICT OF INTEREST IN FULL DETAIL, THE INTERESTED PERSON SHALL LEAVE THE BOARD MEETING WHILE THE QUESTION OF THE EXISTENCE AND MATERIALITY OF THE DISCLOSED CONFLICT OF INTEREST IS DISCUSSED AND VOTED UPON BY THE REMAINING BOARD MEMBERS PRESENT AT THE MEETING. NO SUCH DEPARTURE BY A DISCLOSING INTERESTED PERSON SHALL DEFEAT THE EXISTENCE OF A QUORUM TO CONDUCT THE BUSINESS UNDER CONSIDERATION. THE REMAINING BOARD MEMBERS SHALL DECIDE BY MAJORITY VOTE, UNLESS OTHERWISE PRESCRIBED BY THE BYLAWS, WHETHER A CONFLICT OF INTEREST EXISTS AND, IF A CONFLICT DOES EXIST, WHETHER IT IS MATERIAL AND THEREFORE IMPERMISSIBLE CONDUCT FOR THE DISCLOSING INTERESTED PERSON. THE CHAIRPERSON OF THE BOARD OF DIRECTORS SHALL, IN HIS OR HER DISCRETION, APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE THE IMPACT OF THE DISCLOSED CONFLICT IN THE CONTEXT OF THE PROPOSED TRANSACTION, ARRANGEMENT, BUSINESS RELATIONSHIP, OR CONTRACT. AFTER EXERCISING DUE DILIGENCE IN SUCH INVESTIGATION, THE BOARD SHALL DETERMINE WHETHER JRF MAY ACHIEVE A MORE ADVANTAGEOUS TRANSACTION, ARRANGEMENT, BUSINESS RELATIONSHIP, OR CONTRACT WITH REASONABLE EFFORT, FROM A PERSON OR ENTITY THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. IF A MORE ADVANTAGEOUS TRANSACTION, ARRANGEMENT BUSINESS RELATIONSHIP, OR CONTRACT MAY NOT REASONABLY BE ACHIEVED UNDER CIRCUMSTANCES WHICH WOULD AVOID THE CONFLICT OF INTEREST, THE BOARD SHALL DETERMINE BY A MAJORITY VOTE OF THE DISINTERESTED DIRECTORS WHETHER THE TRANSACTION, ARRANGEMENT, BUSINESS RELATIONSHIP, OR CONTRACT IS IN JRF'S BEST INTEREST AND WHETHER THE RESULT IS FAIR AND REASONABLE TO JRF NOTWITHSTANDING THE CONFLICT OF INTEREST. THE BOARD ALSO SHALL EVALUATE THE POSSIBLE APPEARANCE OF IMPROPRIETY AND POTENTIAL FOR ADVERSE IMPACT ON DONATION IN ITS DELIBERATIONS. IF THE BOARD HAS REASONABLE CAUSE TO BELIEVE THAT AN INTERESTED PERSON HAS FAILED TO DISCLOSE AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST, IT SHALL INFORM THE INTERESTED PERSON OF THE BASIS FOR THE BOARD'S BELIEF AND AFFORD THE INTERESTED PERSON AN OPPORTUNITY TO EXPLAIN THE ALLEGED FAILURE TO DISCLOSE. IF, AFTER HEARING THE RESPONSE FROM THE INTERESTED PERSON AND MAKING SUCH FURTHER INVESTIGATION AS THE BOARD MAY WISH, THE BOARD DETERMINES THAT THE INTERESTED PERSON HAS FAILED TO DISCLOSE AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST, THE BOARD SHALL TAKE ANY DISCIPLINARY AND CORRECTIVE ACTION IT DEEMS APPROPRIATE, INCLUDING RECOMMENDATION TO THE CORPORATE MEMBER THAT THE INTERESTED PERSON, IF A DIRECTOR OF JRF, BE REMOVED OR EXPELLED BY FURTHER ACTION OF THE PERTINENT CORPORATE MEMBER PURSUANT TO THE JRF BYLAWS, EXPULSION OF AN INTERESTED PERSON OTHER THAN A DIRECTOR, AND PURSUIT OF A CLAIM FOR RESTITUTION OR DAMAGES, AS THE BOARD MAY DECIDE. FORM 990, PART VI, SECTION B, LINE 15A THE ORGANIZATION'S EXECUTIVE DIRECTOR COMPENSATION PACKAGE WAS REVIEWED AND APPROVED BY THE BOARD OF DIRECTORS. A REASONABLENESS OPINION ON THE PROPOSED EXECUTIVE DIRECTOR COMPENSATION PACKAGE IS PROVIDED TO THE BOARD OF DIRECTORS BY AN INDEPENDENT CONSULTANT THAT IS BASED ON MARKET COMPARABILITY DATA AND SCOPE OF THE EXECUTIVE DIRECTOR'S ROLE IN THE ORGANIZATION. THE COMPENSATION PACKAGE IS THEN DOCUMENTED IN A LETTER THAT IS SENT TO THE EXECUTIVE DIRECTOR AND FILED WITH THE ORGANIZATION'S RECORDS. THIS PROCESS WAS LAST COMPLETED IN DECEMBER 2021 FOR THE TAX YEARS 2022-2024 AND WILL BE COMPLETED IN 2024 FOR THE TAX YEAR 2025. FORM 990, PART VI, SECTION C, LINE 19 THE GOVERNING DOCUMENTS ARE MADE AVAILABLE FOR PUBLIC INSPECTION AT THE ORGANIZATION'S OFFICE IN CENTENNIAL, COLORADO, ALONG WITH THE ORGANIZATION'S EXEMPTION APPLICATION, FORM 1023. THE CONFLICT OF INTEREST POLICY IS NOT MADE AVAILABLE FOR PUBLIC INSPECTION. THE FINANCIAL STATEMENTS ARE AUDITED BY INDEPENDENT ACCOUNTANTS. THE FINANCIAL STATEMENTS INCLUDE THE STATEMENT OF REVENUE AND EXPENSES AND BALANCE SHEET, AND ARE REPORTED ON THE ORGANIZATION'S FORM 990 IN PARTS VIII, IX, AND X, AND SCHEDULE D. THE FORM 990 AND SCHEDULES ARE MADE AVAILABLE UPON REQUEST AT THE OFFICE OF THE ORGANIZATION IN CENTENNIAL, COLORADO. FORM 990, PART XII, LINE 2C: THE ORGANIZATION HAS A COMMITTEE SEPARATE FROM ITS GOVERNING BODY THAT ASSUMES RESPONSIBILITY FOR OVERSIGHT OF THE AUDIT. THE COMMITTEE WILL CONVEY ITS FINDINGS TO THE BOARD OF DIRECTORS WHO WILL REVIEW THE AUDIT REPORT AND MAKE RECOMMENDATIONS TO MANAGEMENT ON CONTENT.