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Foundation for Global Health Service, Inc.

Attachments to Form ?323

Part I, line 7:

Morgan T. Nickerson. Esq.. Nelson Mullins, LLP, One POSI Office Sq., Boston, MA
02109. Form 2848 is attached.

Part IV:

Dr. Kerry and Dr. Auld have seen the effects of insuf?cient and expensive medical care
in poverty stricken areas. and seek to create an organization to improve medical conditions in
those areas. They seek to provide funding that allows doctors, nurses and other medical care
professionals to travel to, educate, and care for patients who would not ordinarily receive
proper medical care. Thus, the Feundation for Global Heath Service. Inc. was
born. mission is to help recruit and support us. doctors, nurses, and other health
professionals to serve as educators and faculty members in medical and public health fields in
resource-poor geographies. The FGHS will have two main functions. The first will be to serve
as a coerdinating center to provide technical and advisory support to the Peace Corps 
new prOgram, a Global Health Service Partnership. The PC will establish a new branch within
their agency to house the program. They will employ the volunteers in their
traditional model, sending the PCV to sites for a minimum of one year; the PCV
will be Fellows of the FGHS. The PC will play a major role in the publicity of the program
and the recruitment and selection of the volunteers. They will also provide in?Country cultural
and language training. The PC will help monitor the participants during their service period
and evaluate the programs and outcomes of the initiative. The PC lacks medical or nursing
technical expertise and will need assistance in selecting appropriate, well-qualified and
credentialed volunteers to service as medical educators. Additionally, the PC will need help in
selecting appropriate sites. The will assist in this role, through a partnership with the
PC. A second role of FGHS will be to raise and disburse payment to ?nancially support
eligible fellows. Volunteers serving will be eligible to apply for a fellowship from the FGHS to
help offset their educational debt, travel expenses or other such costs incurred. The activities of
the volunteers will be monitored and evaluated by the FGSH through formal evaluation
exercises and reviews.

Part V, line 33:

Dr. Vanessa Kerry and Dr. Sara Auld are board certi?ed and licensed physicians in the
Commonwealth of Massachusetts. They met and developed this idea for this charity while
residents at Massachusetts General Hospital and during their respective times delivering
medical care to underServed portions of the population both domestically and abroad. The will
Split duties evenly among each other and each expect to spend 40 hours a month volunteering
for FGHS. They do not anticipate being compensated at this time for their work.

@353

Part VI, lines la, lb, and 2:

Dr. Kerry and Dr. Auld have seen the effects of insuf?cient and expensive medical care
in poverty stricken areas, and seek to create an organization to improve medical conditions in
those areas. They seek to pr0vide funding that allows (lootors, nurses and other medical care
professionals to travel to, educate. and care for patients who would not ordinarily receive
proper medical care. Thus, the F0undation for Global Heath Service, Inc. was
born. mission is to help recruit and support us. doctors. nurses. and other health
professionals to serve as educators and faculty members in medical and public health ?elds in
resource-poor geographies. The FGHS will have two main functions. The ?rst will be to serve
as a coordinating center to provide technical and advisory support to the Peace Corps 
new program, a Global Health Service Partnership. The PC will establish a new branch within
their agency to house the program. They will employ the volunteers in their
traditional model. sending the PCV to pre-selected sites for a minimum of one year; the PCV
will be Fellows of the FGHS. The PC will play a major role in the publicity of the program
and the recruitment and selection of the volunteers. They will also provide in-country cultural
and language training. The PC will help monitor the participants during their service period
and evaluate the programs and outcomes of the initiative. The PC lacks medical or nursing
technical expertise and will need assistance in selecting appropriate, well-qualified and
credentialed volunteers to service as medical educatOrs. Additionally, the PC will need help in
selecting appropriate sites. The FGHS will assist in this role, through a partnership with the
PC. A second role of the FGI-IS will be to raise and disburse payment to ?nancially support
eligible fellows. Volunteers serving will be eligible to apply for a fellowship from the FGHS to
help offset their educational debt, travel expenses or other such costs incurred. The activities of
the volunteers will be monitored and evaluated by the FGSH through formal evaluation
exercises and reviews.

Part line 4a:
The organization anticipates soliciting funds from individuals and businesses through
one or more of the methods indicated, but have not commenced any such programs at this

time. The organization anticipates soliciting individuals and business primarily through
personal contact but may also use email, phone and social networking.

Part line 4d:
The organization anticipates that most of its fundraising will be conducted in
Massachusetts. All fundraising by the organization will be done strictly for its own benefit; it

will not solicit funds for other organizations, and does not anticipate having other organizations
solicit funds for it.

Part X, line lb:

The organization anticipates that it will not be a private foundation, based on its
projected sources of contributions, but it is possible that it will not generate suf?cient

2

contributions from donors who are not substantial comributors to qualify as a public charity
under Sections 509(a)(1) and l70(b)(l)(A)(vi) of the Code. In the event the organization is a
private foundation, it relies on Massachusetts law, to automatically include the required private
foundation provisions in its Articles of Incorp0ralion.

Schedule H. lines la. lb, ld. le, and if:

The organization intends to provide scholarships and fellowship grants to Or for the
bene?t of fellows serving in the Peace Corps in its new Global Health Service Partnership who
are either candidates for a degree at educational institutions described in Sections
i70(b)(l)(A)(ii) and 501(c)(3) of the Code and use the scholarship or fellowship to pay
quali?ed tuition and related expenses within the meaning of Section ll? of the Code, or (ii)
grantees who use such funds, as determined by the organization and within the meaning of
Section 4945(g)(3) of the Code. to achieve a speci?c objective, produce a report or other
similar product, or improve or enhance a scienti?c, teaching, or other similar capacity, skill,
or talent of the grantee within the ?eld of medicine. Grants will be made directly to individual
fellows selected by the organizatioa's selection committee. The organization will publicize the
existence of these scholarships and fellowship grants to prospective applicants through norices,
brochures, and other communications made available to medical training institutions which
meet the standards described herein. Samples of the types of materials and application which
the organization intends to use are still being developed.

Schedule H, line 3:

Eligible recipients consist of eligible fellows who are pursuing, or intend to pursue,
studies in the ?eld of medicine described in Sections l70(b)(l)A)(ii) and 501(c)(3) of the Code.

Schedule Lines 4a-4d:

Selection of grant recipients will be made on objective and non-discriminatory criteria
relating to the applicant's academic record, recommendations from instructors, motivation,
character, ability and potential. The selection committee or educational institution may also
consider ?nancial need, but awards need not be based on need and may be made solely on the
basis of the other factors stated herein. The number and amount of specific scholarships and
fellowship grants has not been determined and will depend upon the level of contributions
received by the organization and the number of approved applicants at any given time.
Recipients selected by the selection committee will need to provide the organization with
satisfactory proof that they are maintaining the standards required through periodic reports on
the results or progress of their project. research, or other approved purpose of the grant.

Schedule H, line 5:

Grants and fellowships which are awarded directly to individual recipients will require
that the individual recipient provide the organization with periodic reports on the results or
progress of the Specific project, research, or other approved purpose of the their project and
through written reports from their immediate supervisors.

Schedule H, line 6:

In the event the organization decides it will make grants direCtly to individuals as
intended, it will create a selection committee of at least three individuals. none of whom will
be persons who may bene?t, directly or indirectly, if certain potential grantees are selcc1ed
over others. Such individuals may. but need not. be employees of the Foundation. but in any
event shall be persons who are either actively employed by or otherwise engaged in the ?eld of
medicine.

Con?ict of Interest Policy for Foundation for Global Health Service, Inc.
Article I
Pugiose
The purpose of the con?ict of interCSI policy is to protect this tax-exempt organization?s (Organization) interest
when it is contemplating entering into a transaction or arrangement that might bene?t the private interest of an
of?cer or director of the Organization or might result in a possible excess bene?t transaction. This policy is

intended to supplement but nor replace any applicable State and federal laws governing con?ict of interest
applicable to nonpro?t and charitable organizations.

Article It
De?nitions

I . Interested Person

Any director. principal officer, or member of a committee with governing board delegated powers, who has a
direct or indirect ?nancial interest, as defined below, is an interested person.

2. Financial Interest
A person has a ?nancial interest it' the person has. directly or indirectly, through business, investment, or family:

a. An ownership or investment interest in any entity with which the Organization has a transaction or
arrangement.

b. A compensation arrangement with the Organization or with any entity or individual with which the
Organization has a transaction or arrangement. or

c. A potential or investment interest in. or compensation arrangement with, any entity or
individual with which the Organization is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A ?nancial interest is not Necessarily a conllicl oi" interest. Under Article [11, Section 2, a person who has a
?nancial interest may have a con?ict of interest only it" the appropriate governing board or committee decides that

a con?ict of interest exists.

Article 11]
Procedures

1. Duty to Disclose

in connection with any actual or possible con?ict of interest. an interested person must disclose the existence of
the financial interest and be given the opportunity to disclose all material facts to the directors and members of
committees with governing board delegated powers considering the proposed transaction or arrangement.

2. Determining Whether 3 Con?ict of Interest Exists

After disclosure of the ?nancial interest and all material facts, and after any discussion with the interested person,
hefshe shall leave the governing board or committee meeting while the determination ot?a con?ict

 

of interest is discussed and voted upon. The remaining board or committee members shall decide it'a conflict of
interest exisrs.

3. Procedures for Addressing the Con?ict of Interest

An interested person may make a presentation at the governing board or committee meeting. but
after the presentation. he/she shall leave the meeting during the discussion of. and the vote on. the
transaction or arrangement involving the possible con?ict of interest.

The chairperson ot? the governing board or committee shall. if appropriate. appoint a disinterested
person or committee to investigate alternatives to the proposed transacnon or arrangement.

After exercising due diligence, the governing board or committee shall determine whether the
Organization can obtain with reasonable efforts a more advantageous transacti0n or arrangement
from a person or entity that would not give riSe to a conflict of interest.

ll~ a more advantageous transaction or arrangement is not reasonably possible under circumstances
not producing a conflict of interest. the goveming board or contmittec shall determine by a majority
vote of the disinterested directors whether the transaction or arrangement is in the Organization?s
best interest. for its own bene?t, and whether it is fair and reasonable. ln conformity with the above
determination it shall make its decision as to whether to enter into the transaction or arrangement,

4. Violations of the Conflicts of Interest Policy

The minutes

If the governing board or committee has reasonable cause to believe a member has failed to disclose
actual or possible conflicts of interest, it shall inform the member of the basis for such belief and
afford the member an opportunity to explain the alleged failure to disclose.

If, after hearing the member?s response and after making further investigation as warranted by the
circumstances. the governing board or committee determines the member has failed to disclose an
actual or possible eonllict of interest? it shall take appropriate disciplinary and corrective action.

Records of Proceedings

of the governing board and all committees with hoard delegated powers shall contain:

The names of the persons who disclosed or otherwise were found to have a ?nancial interest in
connection with an actual or possible con?ict of interest. the nature of the ?nancial interest. any
action taken to determine whether a conflict of interest was present, and the governing board?s or
committee?s decision as to whether a conflict ol? interest in fact existed.

The names of the persons who were present for discussions and votes relating to the transaction or
arrangement, the content of the discussion, including any alternatives to the proposed transaction or
arrangement. and a record of any votes taken in connection with the proceedings.

Compensation

A voting member of the governing board who receives compensation, directly or indirectly. front the
Organization for services is precluded from voting on matters pertaining to that member?s
compensation.

A voting member of any committee whose jurisdiction includes compensation matters and who
receives compensation, directly or indirectly, from the Organization for services is precluded from

voting on matters pertaining to that member's compensation.

c. No voting member of the governing board or any committee whose jurisdictiou includes
compensation matters and who receives compensation. directly or indirectly. from the Organization.
either individually or collectively. is prohibited from providing information to any committee
regarding compensation.

Article 1
Annual Statements

Each director. principal officer and member of a committee with governing board delegated powers shall annually
sign a statement which af?rms such person:

3. Has received a copy of the c0nfliCts of interest policy.
b. Has read and understands the policy.
c. Has agreed to comply with the policy. and

d. Understands the Organization is charitable and in order to maintain its federal tax exemption it must
engage primarily in activities which accomplish one or more of its tax?exempt purposes.

Article VII
Periodic Reviews

To ensure the Organization Operates in a manner consistent with charitable purposes and does not engage in
activities that could jeopardize its tax~cxempt status. periodic reviews shall be conducted. The periodic reviews
shall. at a minimum. include llte following subjects:

a. Whether compensation arrangements and bene?ts are reasonable, based on competent survey
information. and the result of arm?s length bargaining.

b. Whether partnerships, joint ventures, and arrangements with management organizations conform to
the Organization?s written policies, are properly recorded, re?ect reasonable investment or payments
for goods and services. further charitable purposes and do not result in impermissible
private benclit or in an excess benelit transaction.

Article 
Use of Outside Exg?rts
When conducting the periodic reviews as pr0vided for in Article VII, the Organization may. but need not, use

outside advisers. If outside experts are used, their use shall not relieve the governing board of its responsibility
for ensuring periodic reviews are conducted.