Atrius Health Inc

“The voting members of the corporation ("vmocs") are employed physicians who have been employed by the organization for 2 years and achieve vmoc status in accordance with organization's policy and procedures. The vmocs do not have any governance rights and do not serve as statutory members.”

“Per the bylaws in effect through may 31, 2022, the vmocs elect the physician trustees who serve on the organization's board of trustees. The vmocs have no statutory member authority or other governance rights.”

“As of close of business on may 31, 2022, atrius health, inc. Consummated a transaction with collaborative care holdings, inc, a wholly-owned subsidiary of optum care, in which all of the assets of atrius health, inc. Were purchased and atrius health's tax-exempt status was terminated. In addition, effective with the consummation of the transaction, the atrius health, inc. Board of trustees was disbanded, and atrius health foundation, inc. (now known as atrius health equity foundation) became independent of atrius health, inc. Because the atrius health, inc. Board of trustees has been disbanded, atrius health asked the current treasurer of the atrius health equity foundation, and a former board member of atrius health, inc. To review the filing prior to submission. In addition, management of atrius health reviewed and provided source data and documentation for the filing.”

“The organization's officers, trustees, key employees, senior managers and certain other employees as appropriate are required to disclose annually interests that could give rise to conflicts as defined by the organization's conflict of interest policy (policy), which incorporates the irs conflict of interest recommendations. The responses are reviewed by the chief legal officer. In the event the chief legal officer determines that a disclosure may result in a real or potential conflict of interest, then the chief legal officer reviews such potential conflict with the chair of the governance committee. In accordance with the conflict of interest policy, as determined by the chair of the governance committee, any such disclosure that meets the definition of a potential conflict is reviewed by either the governance committee or the board of trustees and is addressed as directed by the governance committee or the board. In accordance with the policy, officers, trustees, key employees, senior managers and certain other employees as appropriate are expected to disclose any potential conflicts of interest that arises during the year and any such potential conflict would be reviewed in accordance with the process noted above.”

“Certain community trustees, who meet the irs's definition of independence, serve as the voting members of the compensation committee, a committee of the organization's board of trustees. In accordance with the organization's bylaws, the compensation committee: (i) consults with a nationally recognized compensation consulting company to assist it in determining that compensation ranges and structures are reasonable (as defined by applicable internal revenue service (irs) regulations and rulings); and (ii) adopts and implements policies and procedures consistent with section 4958 of the internal revenue code of 1986, as amended from time to time, and the regulations issued thereunder. The compensation committee approves compensation for officers and other employees as appropriate based on research and statements of reasonableness from nationally recognized compensation consultants who provide an analysis of the market competitiveness and reasonableness of the compensation. Annually the compensation committee approves the organizational goals and related metrics for the ceo, officers and certain other employees. The key criteria for officers, certain employees and physicians are market competitiveness, organizational achievement and individual performance. Ceo compensation is based on market competitiveness, an evaluation of individual performance, an assessment of achievement of organizational goals and subjective and objective measurements approved by the compensation committee. Compensation decisions by the compensation committee are made in advance of implementation and are properly documented on a timely basis in compensation committee minutes. All compensation decisions related to officers and certain defined employees and the physician compensation models must be approved by the organization's compensation committee.”

“Financial statements are attached to the ma form pc filed with the attorney general's office, which is available to the public for inspection. The articles of organization are available at the massachusetts secretary of state's office, including through its website. Other governing documents and the conflict of interest policy are not generally available to the public. Requests for copies of such documents are considered on a case by case basis.”

“Atrius health's most significant activities are: 1) providing outstanding healthcare for patients across eastern massachusetts, 30 clinical sites from chelmsford in the north to cape cod in the south and to rt 495 in the west and innovating the way in which care is delivered. 2) teaching the next generation of clinicians, including medical students and residents from harvard medical school and tufts medical school, as well as massachusetts college of pharmacy and other nursing and ancillary programs. 3) conducting clinical research largely aimed at improving the way in which care is delivered.”

“Atrius health provides outstanding and innovative healthcare to patients across eastern massachusetts, in 30 clinical sites from chelmsford in the north to cape cod in the south and to rt 495 in the west. In 2022 the organization provided medical, preventative and other clinical services to its approximately 554,000 patients through 845,057 patient encounters (including 78,928 medicaid and 212,097 medicare encounters). The organization participated in educational and training programs for the next generation of clinicians, including residents, fellows, medical students, nursing students, np and pa students, pharmacy students and pt students from harvard medical school, tufts medical school, mcphs university and others. Such programs included clinician teachers. The organization conducted clinical research largely aimed at improving the way in which care is delivered.”

“Outside utilization charges (capitation contracts): program service expenses 447,666,279. Management and general expenses 0. Fundraising expenses 0. Total expenses 447,666,279. Other services: program service expenses 7,736,990. Management and general expenses 1,435,970. Fundraising expenses 0. Total expenses 9,172,960.”

“Disposition of net assets pursuant to plan approved by ma ago (see sch. O) -209,623,246.”

“After the close of business on may 31, 2022, atrius health, inc. ("atrius") 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 atrius 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, atrius no longer satisfies irc requirements to remain a federal tax exempt organization. Additionally, atrius could no longer be recognized as a charity under massachusetts law, and thus needed to formally separate from its wholly-owned subsidiary, atrius health foundation, inc. ("foundation"). However, atrius 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, atrius 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. In anticipation of the transaction with optum, in late 2021, atrius formed a new management services organization, atrius mso, llc ("mso"), which was wholly-owned by atrius until the transaction with optum was consummated. Effective january 1, 2022, the mso employed certain clinical and non-clinical employees that had been employed by atrius. Atrius contributed substantially all of its assets and operations to the mso, now wholly-owned by an optum company,collaborative care holdings, llc ("cch"). The contributed assets included atrius' leases, vendor and services agreements, property and equipment and trade and service marks. Atrius 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 atrius. Payment of net proceeds and separation from atrius health foundation (renamed atrius health equity foundation) after atrius contributed the assets to the mso, cch paid $236 million for the contributed atrius assets. However, since this amount would have constituted charitable proceeds, and atrius no longer qualified as a charitable organization, atrius distributed such funds to the foundation. Concurrently, the foundation amended its articles and bylaws to sever all legal ties to atrius, and the foundation now operates as a separate organization called "atrius health equity foundation". In massachusetts the state's office of the attorney general ("oag") enforces charities law and thus was required to approve atrius' transaction with optum and to assent to the payment of the transaction sale proceeds to the foundation. Atrius 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 atrius'' assets. The oag approved the transaction subject to atrius and the foundation both agreeing to certain conditions that further cemented their l”