2025-08-28T14:59:06-05:00 2024-12-31 420714325 RSM US LLP 4650 EAST 53RD STREET DAVENPORT IA 528073479 990 2024-01-01 205839402 JOINT RESTORATION FOUNDATION INC JOIN 8772556727 7245 S HAVANA STREET 300 CENTENNIAL CO 80112 KEITH BYERS PRESIDENT & EXECUTIVE DIRECTOR 8772556727 2025-08-14 1 0 JENIFER L CHASE P01306883 5638884000 2025-08-14 2024 2025-03-06 01:10:19Z JRF ORTHO KEITH BYERS 7245 S HAVANA STREET 300 CENTENNIAL CO 80112 77141318 0 X WWW.JRFORTHO.ORG X 2006 DE IMPROVE MOVEMENT AND QUALITY OF LIFE THROUGH INNOVATIVE SOLUTIONS FOR ALLOGRAFT JOINT REPAIR 4 3 35 4 0 0 5875 0 69292889 76941909 141970 199409 0 0 69440734 77141318 2347011 2300863 0 0 4971652 5638116 0 0 0 60640884 66769042 67959547 74708021 1481187 2433297 18145191 20559516 9407491 9388519 8737700 11170997 X THE MISSION OF JOINT RESTORATION FOUNDATION IS TO IMPROVE QUALITY OF LIFE THROUGH INNOVATIVE SOLUTIONS FOR ALLOGRAFT JOINT REPAIR. 0 0 68611106 76941909 DISTRIBUTION: THE JOINT RESTORATION FOUNDATION (THE ORGANIZATION) 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, THE ORGANIZATION 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. THE ORGANIZATION'S STAFF ARE FULLY TRAINED ON THE USE OF ALLOGRAFT TISSUE, ENABLING THEM TO DISCUSS OPTIONS WITH SURGEONS AND OTHER MEDICAL PERSONNEL. 2472623 2300863 GRANTS, RESEARCH AND CHARITABLE CONTRIBUTIONS: JOINT RESTORATION FOUNDATION (THE ORGANIZATION) 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, THE ORGANIZATION 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. THE ORGANIZATION 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. 262282 EDUCATION: JOINT RESTORATION FOUNDATION (THE ORGANIZATION) 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 THE ORGANIZATION'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 THE ORGANIZATION AND BECOME MORE FAMILIAR WITH TECHNICAL ADVANCES USING ALLOGRAFT TISSUE. 71346011 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 36 0 1 35 1 0 0 0 0 0 0 0 0 0 0 0 0 X 4 3 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 KEITH BYERS PRESIDENT & EXECUTIVE DIRECTOR 40.00 X X 367295 0 64953 DEAN ELLIOTT BOARD MEMBER 1.00 X 0 0 0 DANIEL L HOOD FORMER BOARD MEMBER 1.00 X 0 0 0 KEVIN SMITH SECRETARY/TREASURER 1.00 X X 0 0 0 DIANE WILSON BOARD CHAIR 1.00 X X 0 0 0 MICHAEL PALLESCHI VP - FINANCE & OPERATIONAL STRATEGY 40.00 X 290033 0 60588 KATE HANSBERGER-LARSON VP - STRATEGIC GROWTH & CUST. CARE 40.00 X 189617 0 13199 DAVID WILKE CLINICAL RESEARCH DIRECTOR 40.00 X 302047 0 56159 DINA PASQUINO COMPLIANCE DIRECTOR 40.00 X 289144 0 52677 AARON MORENG DIRECTOR OF BUSINESS PROCESS & TECH. 40.00 X 162489 0 48762 CHRISTOPHER BYCZKO MARKETING MANAGER 40.00 X 139648 0 44567 KATHRYN HANZLICEK DIRECTOR OF OPERATIONS 40.00 X 155690 0 27671 1895963 0 368576 17 0 1 0 STAT INSTRUMENTS LLC 163 WASHINGTON ST SUITE 2 NORWELL MA 02061 INSTRUMENT RENTAL 345737 BROWNSTEIN HYATT FARBER SCHRECK LLP 675 15TH STREET SUITE 2900 DENVER CO 80202 LEGAL SERVICES 168566 SCS SOFTWARE INC 1130 CLEVELAND ST SUITE 260 CLEARWATER FL 33755 ERP CONSULTING 105288 3 TISSUE DISTRIBUTION & PROCESSING 423000 76941909 76941909 76941909 199409 199409 77141318 76941909 0 199409 2260009 2260009 40854 40854 985686 305377 680309 3589558 3070052 519506 286705 245634 41071 456656 367890 88766 319511 239634 79877 169459 1009 168450 114335 114335 295717 25570 270147 180753 162678 18075 448992 252201 196791 281625 225300 56325 353147 317833 35314 369006 313655 55351 267452 240707 26745 126877 88576 38301 208318 162149 46169 TISSUE RECOVERY, PROCES 61340683 61340683 CONTRACT LABOR 1351352 1351352 BANK FEES 770066 770066 RESEARCH & DEVELOPMENT 334848 334848 156412 156412 74708021 71346011 3362010 0 4021011 3214713 0 3464046 9938274 9749015 2889935 3130954 147999 155430 1391945 1230381 188226 161564 228125 190625 731621 493169 18145191 20559516 5482941 5907631 29600 0 3894950 3480888 9407491 9388519 X 8737700 11170997 8737700 11170997 18145191 20559516 2433297 0 X X 0 1 X 1 0 X 568433 5875 574308 49091910 55049062 59543754 69292889 76941909 309919524 49660343 55049062 59543754 69298764 76941909 310493832 1000 1000 3679282 3466870 3020112 2021607 2523010 14710881 3679282 3466870 3020112 2022607 2523010 14711881 295781951 7187 96 26960 141970 199409 375622 7187 96 26960 141970 199409 375622 49667530 55049158 59570714 69440734 77141318 310869454 0.95150 0.94240 0.00120 0.00090 X 649085 604066 45019 742860 626315 116545 161564 DUE TO ALLOSOURCE 672508 DUE TO COMMUNITY TISSUE SERVICES 2371235 OPERATING LEASE LIABILITIES 437145 3480888 X 77141318 0 77141318 0 77141318 74708021 0 74708021 0 74708021 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, 2024 AND 2023. 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, 2024 AND 2023, THERE WERE NO INTEREST AND PENALTIES. 1 EAST ASIA AND THE PACIFIC 0 0 PROGRAM SERVICES ALLOGRAFT DISTRIBUTION EUROPE (INCLUDING ICELAND & GREENLAND) 0 0 PROGRAM SERVICES ALLOGRAFT DISTRIBUTION AND CONFERENCE TRAVEL 12231 MIDDLE EAST AND NORTH AFRICA 0 0 PROGRAM SERVICES ALLOGRAFT DISTRIBUTION NORTH AMERICA 0 0 PROGRAM SERVICES ALLOGRAFT DISTRIBUTION SOUTH AMERICA 0 0 PROGRAM SERVICES ALLOGRAFT DISTRIBUTION SUB-SAHARAN AFRICA 0 0 PROGRAM SERVICES ALLOGRAFT DISTRIBUTION EUROPE (INCLUDING ICELAND & GREENLAND) 0 0 GRANTS TO RECIPIENTS IN REGION 40854 0 0 0 0 0 0 53085 0 53085 EUROPE (INCLUDING ICELAND & GREENLAND) EDUCATION 40854 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) 770680 0 GRANT TO SUPPORT JOINT RESTORATION FOUNDATION'S MISSION COMMUNITY TISSUE SERVICES 2900 RESEARCH DR KETTERING OH 45420 205676673 501(C)(3) 1229320 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) 83797 0 GRANT TO SUPPORT JOINT RESTORATION FOUNDATION'S MISSION STANFORD UNIVERSITY 485 BROADWAY MAIL CODE 8838 REDWOOD CITY CA 94063 941156365 501(C)(3) 30000 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 UNIVERSITY OF DELAWARE 550 S COLLEGE AVENUE NEWARK DE 17913 516000297 501(C)(3) 45760 0 GRANT TO SUPPORT JOINT RESTORATION FOUNDATION'S MISSION UNIVERSITY OF COLORADO ANSCHUTZ MEDICAL CAMPUS 1800 GRANT ST DENVER CO 80203 846049811 501(C)(3) 20000 0 GRANT TO SUPPORT JOINT RESTORATION FOUNDATION'S MISSION RUSH SYSTEM FOR HEALTH 1725 WEST HARRISON SUITE 364 CHICAGO IL 60612 364046278 501(C)(3) 20000 0 GRANT TO SUPPORT JOINT RESTORATION FOUNDATION'S MISSION 8 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 KEITH BYERS PRESIDENT & EXECUTIVE DIRECTOR 251080 0 115945 0 270 0 30521 0 34432 0 432248 0 0 0 DAVID WILKE CLINICAL RESEARCH DIRECTOR 200596 0 100263 0 1188 0 26027 0 30132 0 358206 0 0 0 MICHAEL PALLESCHI VP - FINANCE & OPERATIONAL STRATEGY 196430 0 93423 0 180 0 24460 0 36128 0 350621 0 0 0 DINA PASQUINO COMPLIANCE DIRECTOR 190574 0 98156 0 414 0 26202 0 26475 0 341821 0 0 0 AARON MORENG DIRECTOR OF BUSINESS PROCESS & TECH. 123730 0 38597 0 162 0 14902 0 33860 0 211251 0 0 0 KATE HANSBERGER-LARSON VP - STRATEGIC GROWTH & CUST. CARE 157797 0 31668 0 152 0 11095 0 2104 0 202816 0 0 0 CHRISTOPHER BYCZKO MARKETING MANAGER 110443 0 28791 0 414 0 13626 0 30941 0 184215 0 0 0 KATHRYN HANZLICEK DIRECTOR OF OPERATIONS 119900 0 35628 0 162 0 14476 0 13195 0 183361 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 JOINT RESTORATION FOUNDATION (THE ORGANIZATION), AND FOR 2024, 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. THE PERCENTAGES USED TO CALCULATE THE VARIABLE COMPENSATION IS DETERMINED BY THE BOARD OF DIRECTORS AND VARIES IN RELATION TO THE ORGANIZATION'S GOALS AND OBJECTIVES. POTENTIAL VARIABLE COMPENSATION 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 JOINT RESTORATION FOUNDATION HAS TWO CORPORATE MEMBERS: ALLOSOURCE, AN ILLINOIS 501(C)(3) NOT-FOR-PROFIT CORPORATION, AND COMMUNITY BLOOD CENTER, D/B/A SOLVITA, 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 JOINT RESTORATION FOUNDATION 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 JOINT RESTORATION FOUNDATION (THE ORGANIZATION). SUBSEQUENT TO THIS REVIEW, BOTH THE VICE PRESIDENT OF FINANCE & OPERATIONAL STRATEGY AND THE EXECUTIVE DIRECTOR OF THE ORGANIZATION, 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 (THE ORGANIZATION) 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 ORGANIZATION. IF ANY INTERESTED PERSON IS AWARE THAT THE ORGANIZATION 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 THE ORGANIZATION'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 THE ORGANIZATION OR POTENTIALLY AFFECT THE INDEPENDENT JUDGMENT OF THE INTERESTED PERSON BECAUSE OF A FINANCIAL INTEREST OR OTHERWISE. IT IS IMMATERIAL WHETHER THE ORGANIZATION 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 ORGANIZATION 'S PERTINENT 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 THE ORGANIZATION 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 THE ORGANIZATION'S BEST INTEREST AND WHETHER THE RESULT IS FAIR AND REASONABLE TO THE ORGANIZATION 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 THE ORGANIZATION, BE REMOVED OR EXPELLED BY FURTHER ACTION OF THE PERTINENT CORPORATE MEMBER PURSUANT TO THE THE ORGANIZATION'S 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 JOINT RESTORATION FOUNDATION'S (THE ORGANIZATION) 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 2024 FOR THE TAX YEARS 2025 & 2026. FORM 990, PART VI, SECTION C, LINE 19 JOINT RESTORATION FOUNDATION (THE ORGANIZATION) MAKES ITS GOVERNING DOCUMENTS AVAILABLE TO THE PUBLIC UPON REQUEST IN THE SAME TIME AND MANNER AS OTHER DISCLOSURES REQUIRED UNDER INTERNAL REVENUE CODE SECTION 6104. THE ORGANIZATION'S CONFLICT OF INTEREST POLICY AND AUDITED FINANCIAL STATEMENTS ARE NOT MADE AVAILABLE TO THE PUBLIC UPON REQUEST. FORM 990, PART XII, LINE 2C: JOINT RESTORATION FOUNDATION 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.