Foundation Medical Partners Inc

“The sole corporate member of the Foundation is Southern New Hampshire Health System, Inc.”

“Southern New Hampshire Health System, Inc. is the sole corporate member of the Foundation Medical Partners, Inc. and the two organizations have overlapping boards with one additional member on the Foundation Medical Partners Inc.'s board--the President of the Foundation Medical Partners, Inc. who serves as ex-officio but not on the board of Southern New Hampshire Health Systems, Inc.”

“The sole Member, Southern New Hampshire Health System, Inc. (SNHHS), may consider any issue that may properly come before any meeting of Foundation Medical Partners (the Foundation). In addition, to any rights and powers conferred on SNHHS by law or these bylaws, the Foundation, and in the bylaws of SNHHS, SNHHS shall, after due consultation with the Board of Trustees of the Foundation: (a) appoint and remove, the President/Chief Executive Officer of the Foundation, subject to ratification of the Board of Trustees of the Foundation; (b) conduct system-wide strategic planning encompassing all corporations, including the Foundation, of which SNHHS is the sole corporate member and periodically develop, adopt, and periodically amend or revise a system-wide strategic plan that, among other things, established strategic priorities for the Foundation; (c) conduct system-wide financial and capital planning encompassing all corporations, including the Foundation, of which SNHHS is the sole corporate member and periodically develop, adopt, and periodically amend or revise system-wide financial plans and operating and capital improvements budget that, among other things, establish financial and budgetary priorities of the Foundation; (d) periodically conduct by appropriate means an evaluation of the performance of each member of a board of trustees of all corporations, including the Foundation, of which SNHHS is the sole corporate member, the results of which shall be used by the SNHHS Governance Committee to determine the Trustee's continued service on such board of trustees. The business and affairs of the Foundation shall be managed by its board of trustees. The Foundation's board, however, shall not, without approval of SNHHS: (a) elect or appoint the members of the Foundation's Board of Trustees or remove such person serving from time to time in that capacity; (b) adopt or amend the Foundation's Mission Statement; (c) adopt, amend or waive any material provision of the Foundation's strategic plan or any annual operating plan or budget; (d) incur indebtedness for borrowed money or enter into any capital lease obligation, in either case, that has not been specifically set forth in a written operating budget approved previously by the Member where the amount of the obligation exceeds $1,000,000 in amount; (e) enter into, agree to enter into or otherwise approve of any transaction including an incorporation, merger, consolidation, affiliation, dissolution, liquidation or sale of substantially all of the assets of the Foundation; (f) authorize expenditures contained in a capital and operating budget, even if previously approved by the Board of Trustees of the Foundation; (g) approve, adopt or enter into a professional or general services contract where the annual expense to the Foundation exceeds $1,000,000 and that has not previously been approved in the Foundation's annual budget; (h) amend the Articles of Agreement or these Bylaws; (i) acquire or agree to acquire by merging, consolidating with or by purchasing substantially all of the assets of any business or corporation, partnership, joint venture, association, business organization or division thereof, except with respect to an entity that is engaged in operating or maintaining a medical practice; and (j) elect or remove officers of the Foundation.”

“A copy of the 990 was presented to the full Board and approved by the Finance Committee of the Board of Trustees prior to submission.”

“The organization requires all its personnel, including Leaders, to formally acknowledge that they have read and will abide by the Code of Conduct, which includes the conflict of interest policy. The Foundation monitors compliance of its conflict of interest process, which requires completion of disclosure forms by all Leaders on an annual basis or on a reappointment basis (every two years) for medical/allied staff, to ensure full compliance. Interim disclosures are also required and reviewed should a subsequent conflict arise. Any related party disclosures require review and approval by a designated committee. An annual compliance report is provided to the Foundation's compliance committee and Board of Trustees.”

“A market analysis is performed for all key employees including the FMP President/CEO on an annual basis. Once the Southern New Hampshire Health System CEO and CFO approve the final compensation figures for key employees, the CEO reports these figures to the chairperson and vice chairperson of the Board.”

“The organization makes its 990 available for inspection upon request. The code of conduct is available on the organization's website. The code of Conduct addresses certain corporate policies including confidentiality, conflicts of interest, patient rights, and governing policies.”

“The individuals who served as President of Foundation Medical Partners (FMP) were paid by a related organization, Southern New Hampshire Medical Center (SNHMC). SNHMC uses a compensation committee, independent compensation consultant, a compensation survey, and approval by the board or compensation committee to establish the compensation of the organization's CEO. Additionally, SNHMC paid Watkins Associates LLC $635,600 in 2023 in return for consulting services provided by James Watkins.”

“Purchased services: Program service expenses 17,589,555. Management and general expenses 1,537,032. Fundraising expenses 0. Total expenses 19,126,587.”

“Transfers from affiliate 38,864,925.”

“The audit process has not changed from the prior year.”