Reliant Medical Group Inc

“The bylaws in effect through march 31, 2018 state that an executive committee will be formed and be comprised of three member trustees and two community trustees. The committee "shall possess and may exercise all the powers and functions of the board of trustees in the management and direction of the affairs of the corporation" with a number of exceptions. Although the committee has authority as listed above, it has stated to the board that "it is primarily to support ceo and will try to avoid any decision making" in between board meetings.”

“Michael cooper md, tarek elsway md, and seema naravane md had a business relationship since they served jointly on the board of aspectus, inc.”

“The by-laws of reliant medical group, inc. ("rmg") were amended and restated, effective at the close of business march 31, 2018, the date on which the transaction described in schedule o, change in organization structure, was effective.”

“Employed mds, ods, dpms and optometrists are eligible to become voting members of the organization. They must be employed for 2 full years and meet specific eligibility criteria prior to being approved by medical leadership. Potential members are then placed on a ballot and must receive a majority vote of the members in attendance at a meeting called for such purpose. Effective upon completion of the transaction described in schedule o - change in organization structure, reliant shall have a sole member who is appointed either by optumcare or optumcare-appointed directors.”

“Per the bylaws in effect through march 31, 2018, current voting members of the organization nominate other voting members for election to open board seats each year. Nominees may accept or decline the nomination; those who accept are placed on a written ballot and elected by a majority vote of members at each annual meeting of the organization.”

“The bylaws in effect through march 31, 2018 provided that any recommended changes to the organization's articles or bylaws must be approved by a majority vote of existing voting members, in addition to any merger or consolidation with another entity.”

“The board of trustees resigned on march 31, 2018, in conjunction with the transaction described in the next paragraph. Reliant medical engaged an outside tax/accounting firm to assist in the preparation and review of its 2018 form 990. Staff of the successor organization, consisting of former reliant medical group staff members, including its controller, director of compensation and corporate paralegal worked in concert with the outside firm to complete the tax form. Effective at the close of business march 31, 2018, pursuant to various definitive agreements, including a unit purchase and sale agreement dated november 22, 2017 by and among collaborative care holdings, llc d/b/a optumcare, a delaware limited liability company ("optumcare"), reliant medical, and reliant mso, llc, a delaware limited liability company ("reliant mso"), reliant medical contributed substantially all of its assets and operations to reliant mso, a wholly-owned subsidiary of reliant medical, and then transferred all of its membership interests in reliant mso to optumcare, all in consideration for amounts paid directly to the reliant foundation at the closing (required by massachusetts law applicable to charitable corporations) and certain post-closing capital commitments from optumcare to reliant medical.”

“Monitoring annually, each trustee, the organization's ceo, and members of senior management completes and submits a conflict of interest (coi) disclosure statement. Statements are reviewed as follows: the ceo's coi is reviewed by the chairman of the board with copy to external corporate counsel; the chairman's coi is reviewed by the ceo with a copy to external corporate counsel; independent trustees' coi's are reviewed by the chairman or the ceo with copies to external corporate counsel; physician trustees & senior management's coi's are reviewed by the chairman of audit/ compliance committee or the ceo with copies of potential conflicts communicated to the ceo and external corporate counsel. After review, cois are filed and maintained by the assistant clerk. Enforcement if an interested individual presents an item at a board meeting, he/she is required to leave the meeting during discussion and voting on any transaction which may result in a conflict. Any disclosure of a financial interest or conflict of interest must be detailed in the meeting minutes. Who is covered the organization's conflict of interest disclosure statement covers each member of the organization's board of trustees, the ceo and senior management.”

“The compensation programs for reliant medical group officers and key employees and the physician compensation models are prepared in compliance with irs guidelines. The process established by the board of trustees allows for the compensation committee to handle the review and approval of the compensation package for the ceo, the executive management team, all physicians who will potentially earn more than 95% of the comparable level of pay reported in a nationally recognized compensation physician survey, stipends for members of the board of trustees, and any other matters so designated to come before the committee. The committee meets quarterly and as needed to handle any matter that requires attention in a timely manner. Compensation decisions by the committee are made in advance of implementation, and are properly documented on a timely basis in committee minutes. The committee uses the services of an independent, outside consulting firm to provide background information as well as local and regional comparison data on the areas of oversight of the committee. The consultant is available at all times to consider matters which require his input for the committee's questions. The committee conducts its deliberations and reports to the full board at each meeting. The process was last completed in december 2017.”

“The organization's financial statements, conflict of interest policy and governing documents are available upon request.”

“Board members receive annual stipends of $10,000 for their active role as a trustee. They also receive $1,000 per board meeting attended and $500 per board appointed committee meeting attendance. The officer who serves as vice chair receives an additional $5,000 for their role as an officer. All other compensation disclosed is earned while performing normal job functions.”

“Form 990, part i, line 1 to provide compassionate and high-quality health care and health education to patients and other members of the community.”

“Form 990, part iii, line 4a, program service reliant medical group is a multi-specialty medical group practice of 287 physicians and 262 other practice clinicians that provides patients with a wide range of medical and surgical services through a network of more than 31 sites throughout central massachusetts. The group's services are supported by cutting-edge technologies and service-oriented processes. The group promotes the health of the communities it serves by providing clinically superior, integrated health care services for the prevention, diagnosis, and treatment of disease. The group's services include providing patients and other members of the community with access to disease-management support groups, and health education via physician lectures and contributions to the health and fitness section of the region's largest daily newspaper. Many of the group's physicians are highly engaged in teaching residents and interns in both hospital and office settings. Additionally, many physicians and other employees participate in research activities aimed at improving health care services for the benefit of the whole community. With more than 413,000 encounters, including approximately 48,000 medicaid and 106,000 medicare visits in the three months ended march 31, 2018, the group provides over 100 health care programs and services and cares for approximately 385,000 patients. The group was one of the first clinic-type organizations to enter into medicare and medicaid managed care contracts, and has one of the largest panels of such patients in massachusetts. The group also provided approximately $900,000 in uncompensated care in the three months ended march 31, 2018. Each year the group supports a wide range of non-profit endeavors, including events that raise funds for the ongoing research and treatment of major diseases (i.e., heart walk, relay for life, national cancer survivors' day, etc.), as well as community-based cultural and family-centered activities throughout the group's service area. Reliant medical group continues to be recognized both locally and nationally for its excellence over the past year. In 2017, reliant was presented with the boston business journal's "best places to work" award for the fourth straight year. Reliant was also named to the 2017 edition of becker's hospital review's prestigious "150 great places to work in healthcare" list. During 2017, the boston globe also honored reliant medical group in their annual top places to work award - the fifth straight year the organization has received this special honor. All of this recognition is a testament that reliant medical group is just as committed to its employees as it is to its patients.”

“Medical referral costs (capitation contracts): program service expenses 82,195,962. Management and general expenses 0. Fundraising expenses 0. Total expenses 82,195,962. Other: program service expenses 64,444. Management and general expenses 197,971. Fundraising expenses 0. Total expenses 262,415.”

“Disposition of net assets pursuant to plan approved by ma ago (see sch. O) -42,253,131.”

“After the close of business on march 31, 2018, reliant medical group, inc. ("rmg") and its affiliate organizations became part of optumcare. Optumcare is a national, physician-led, care delivery organization comprised of multi-specialty physician groups, a national urgent care platform, and a national platform of owned and managed ambulatory surgery centers. Optumcare is but one division of optum, inc., a multi-national organization that in addition to care delivery and services provided by its optum health segment provides healthcare analytics and payment support services through optum insight, and pharmacy benefit management and pharmacy care services through optumrx. Optum is part of united health group, inc. A publicly-traded organization that also includes a health insurance and benefits organization, united healthcare. Transaction format rmg is a massachusetts non-stock (i.e. Nonprofit) corporation that prior to the optum transaction was recognized as a public charity under state law, as well as a public charity exempt from federal income tax under irc section 501(c)(3). In joining optum, rmg no longer satisfies irc requirements to remain a federal tax exempt organization. Additionally, rmg could no longer be recognized as a charity under massachusetts law, and thus needed to formally separate from its wholly-owned subsidiary, reliant medical group foundation, inc. ("foundation"). However, rmg remains a massachusetts non-stock corporation, albeit one that is no longer a public charity under federal and state law. In its request to the oag for approval of the transaction, rmg committed to operating exclusively and use profits solely to further its medical purposes (g.l. Ch. 180, s. 4), to not distribute profits to private parties, and to engage in fair market value contracting. To effectuate the transaction with optum, a new management services organization, reliant mso, llc ("mso") was formed. Mso is wholly-owned by an optum company, collaborative care holdings, llc ("cch"). Rmg contributed substantially all of its assets and operations to the mso. By way of example, the contributed assets included rmg's leases, vendor and services agreements, property and equipment and trade and service marks. Additionally, certain clinical and non-clinical employees that had been employed by rmg became employees of the mso. Rmg retained all contracts with third party payers and substantially all of its clinical employees. Under a long-term administrative services agreement, the mso provides a range of management, financial, and technical services to rmg. Payment of net proceeds and separation from reliant foundation after rmg contributed the assets to the mso, cch paid $28.35 million for the contributed rmg assets. However, since this amount would have constituted charitable proceeds, and rmg no longer qualified as a charitable organization, rmg distributed such funds to the foundation. Concurrently, the foundation amended its articles and bylaws to sever all legal ties to rmg, and the foundation now operates as a separate organization called "reliant foundation". In massachusetts the state's office of the attorney general ("oag") enforces charities law and thus was required to approve rmg's transaction with optum and to assent to the payment of the transaction sale proceeds to the foundation. Rmg engaged in extensive discussions with oag regarding the transaction, and the oag conducted its own financial analysis and investigation. The oag determined that through the purchase price and additionally through optumcare's post-closing commitments outlined in the transaction documents in exhibit 5, the transaction included fair value in exchange for rmg's assets. The oag approved the transaction subject to rmg and the foundation both agreeing to certain conditions that further cemented their legal separation (no grants from the foundation to optum, no board memberships for rmg employees). After receiving approval from the oag, rmg received”

“Effective at the close of business march 31, 2018, pursuant to various definitive agreements, including a unit purchase and sale agreement dated november 22, 2017 by and among collaborative care holdings, llc d/b/a optumcare, a delaware limited liability company ("optumcare"), reliant medical, and reliant mso, llc, a delaware limited liability company ("reliant mso"), reliant medical contributed substantially all of its assets and operations to reliant mso, a wholly-owned subsidiary of reliant medical, and then transferred all of its membership interests in reliant mso to optumcare, all in consideration for amounts paid directly to the reliant foundation at the closing (required by massachusetts law applicable to charitable corporations) and certain post-closing capital commitments from optumcare to reliant medical. A complete copy of the commonwealth of massachusetts supreme judicial court decision approving the transaction in which reliant medical sold substantially all of its assets and operations to collaborative care holdings, llc d/b/a optumcare is attached. The court's approval and the ago request describes the process used to determine fair market value.”

“Form 5471 is not included for reliant medical group, inc.'s tax year january 1, 2018 to march 31, 2018 because the tax year-end of massachusetts assurance company, ltd, a controlled foreign corporation, is december 31, 2018 which year-end does not end with or within the tax year january 1, 2018 to march 31, 2018.”