Longwood Medical Energy Collaborative Inc

“The following groups of individuals have business relationships with one another which arise from each set of individuals' mutual affiliation with one of LMEC's Member organizations: -- Jamie Katz, General Counsel of Beth Israel Lahey Health/Beth Israel Deaconess Medical Center, Inc. (BIDMC) and Jarrod Dore, Vice President Capital Facilities and Engineering of BIDMC; -- Malisa Schuyler, Vice President, Government Affairs of Beth Israel Lahey Health (BILH)/Joslin Diabetes Center, Inc. (Joslin), and Mark Lukitsch, Energy and Utilities Manager of BIDMC/Joslin, -- Bernard Jones, Vice President Value-Based Care, Public Policy and Administrative Operations of Brigham & Women's Hospital, Inc. (BWH), Sonal Gandhi, Vice President, Real Estate, Planning & Development of BWH, and George Player, Vice President, Facilities and Operations of BWH; -- Lisa Hogarty, Senior Vice President, Real Estate Planning and Development of The Children's Hospital Corporation, Mary Kaitlin O'Connor, Associate General Counsel of The Children's Hospital Corporation, Christopher Viney, General Counsel and Executive Director of Legal Services and Compliance of the Children's Hospital Corporation, and Michele Garvin, Senior Vice President and General Counsel of The Children's Hospital Corporation; -- Wendy Gettleman, Vice President, Facilities Management & Real Estate of Dana-Farber Cancer Institute, Inc. (DFCI), Christine Lau, Assistant General Counsel of DFCI, and Vito La Francesca, Director of Engineering of DFCI; and, -- Douglas Garron, Managing Director of Energy and Facilities of Harvard University, and Steve Maiorisi, Chief Campus Planning and Facilities Officer of Harvard University.”

“The Members of the Organization are Beth Israel Deaconess Medical Center, Inc., Brigham and Women's Hospital, Inc., The Children's Hospital Corporation, Dana-Farber Cancer Institute, Inc., Joslin Diabetes Center, Inc., and President and Fellows of Harvard College. At any special or regular meeting the Members may increase the number of Members and elect new Members to complete the number so fixed by a vote of majority of the Members then in office; or they may decrease the number of Members, but only to eliminate vacancies caused by the resignation, removal, or disqualification of one or more Members. Membership in the Organization shall be limited to organizations that are exempt from federal income taxation pursuant to the provisions of Section 501(c)(3) of the Internal Revenue Code. Each Member shall continue to be a Member until it dissolves, resigns, is removed, or becomes disqualified.”

“LMEC has six (6) Member Corporations, each of which is a corporation that is exempt from federal income taxation pursuant to the provisions of Section 501(c)(3) of the Internal Revenue Code. Under the LMEC governing documents, each member appoints two directors to sit on the LMEC governing board. Each director is to have the following qualifications: (1) at least one director shall be from such Member's senior management or the parent organization of such Member, and (2) the other director shall be from such Member's senior management or the parent organization of such Member or shall be a member of the governing board of the Member. Each Member may appoint an alternate to attend and vote at meetings of the Board of Directors in the absence of either or both of the directors it appoints. The bylaws provide that the Directors appointed by each Member jointly have one vote, and in the event of any disagreement between such directors, the vote of such Member shall be disregarded. An appointed Director may be suspended or removed with or without cause by the Member that appointed such Director.”

“The authority of the Directors to exercise the following powers is conditioned upon approval by two-thirds of the total of the Members: a. To add new Members b. To change capital call obligations of the Members, if any c. To refinance or approve any unbudgeted debt instruments, bonds, notes, or guarantees d. To enter into or renegotiate any mortgages on or security interest in the Corporation's real property or physical plant, except for those mortgages or material liens entered into pursuant to previously approved financings. e. To add new customers f. To change auditors g. To file for bankruptcy h. To employ or terminate employment of the chief executive officer or chief financial officer of the Corporation. i. To make material changes in the sale or repurchase of energy from third parties j. To approve or make material changes to any standard user contract In addition to these reserved powers, the Members shall have such other powers and rights as the Directors may designate.”

“The Form 990, prepared by an independent public accounting firm, is reviewed by the President of Longwood Medical Energy Collaborative, Inc. ("LMEC"). The complete Form 990 is presented to the Audit and Finance Committee of LMEC for review and discussion. A copy of the complete return is then provided to each member of the LMEC Board of Directors who reviews and approves it prior to submission to the Internal Revenue Service.”

“Longwood Medical Energy Collaborative, Inc. (LMEC) has a conflict of interest policy which establishes that directors, officers, and other necessary individuals have an ongoing duty to disclose the existence of financial interests which may result in a conflict of interest. To administer the conflict of interest policy, annually LMEC distributes a copy of the policy along with a conflict of interest form. The conflict of interest form must be returned by each such individual annually to affirm that he or she (i) has received a copy of the conflict of interest policy, (ii) has read and understands the policy, and (iii) has agreed to comply with the policy. Any activity that requires action under the conflict of interest policy is subject to review and action through the Board of Directors and the organization's general counsel. Pursuant to the conflict of interest policy, certain activities which could create conflicts of interest are prohibited while other types of relationships are permitted, subject to compliance with disclosure and recusal requirements.”

“During the filing period, Gretchen May was paid by President and Fellows of Harvard College (Harvard) from the fees paid by the Members and served as the Longwood Medical Energy Collaborative, Inc. (LMEC) President and Executive Director during the year. Ms. May commenced that role on October 1, 2017, having previously served as a Project Development Director of LMEC since July 2011. At that time, the Executive Committee of LMEC had oversight for LMEC compensation matters. The Executive Committee reviewed and discussed the proposed compensation terms for the position and approved the compensation arrangements for the President and Executive Director. The Executive Committee then recommended the compensation arrangement to the Board of Directors for approval. The Executive Committee and Board of Director deliberations were documented in minutes, and the Board of Directors on behalf of the LMEC Member Organizations also ratified, approved, and confirmed the hiring and compensation of the Executive Director. Since that time, LMEC no longer has an Executive Committee. The process for reviewing and determining Ms. May's compensation is conducted by the Board of Directors as a whole. During the period covered by this filing, LMEC did not pay any other officers or key employees.”

“The Organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”

“Director Compensation: A majority of the Organization's directors are compensated by related organizations, as they serve as representatives of the Organization's supported organizations. However, the compensation reported in Part VII of Form 990 does not represent compensation for the individuals' services in their capacity as officers or directors of Longwood Medical Energy Collaborative. Rather, this compensation reflects remuneration for services those individuals performed in their capacity as full-time employees of those related organizations. Directors Jamie Katz, and Malisa Schuyler receive compensation from Beth Israel Lahey Health (BILH), which is the parent organization of Beth Israel Deaconess Medical Center and Joslin Diabetes Center, Inc. However, per the definition of a related party in the IRS instructions, BILH is not related to Longwood Medical Energy Collaborative, Inc. As these individuals are not being compensated in their capacity as board members of LMEC and BILH is not related to LMEC, no compensation has been reported to them in Part VII or Schedule J.”

“Energy Conservation and Efficiency Services: Program service expenses 868,791. Management and general expenses 0. Fundraising expenses 0. Total expenses 868,791.”

“Oversight of Audit The Organization has an audit and finance committee that performs general oversight of the audit process. The audit process has not changed from the prior year.”