Brown Emergency Medicine Inc

“The following physicians are eligible to join the foundation as members- those who: are members of the staff association of rhode island hospital (rih) and the miriam hospital (tmh), and hold professional staff appointments within the department of emergency medicine at rih or the division of emergency medicine at tmh, and either hold a faculty appointment in the brown university medical school (brown) or have been employed by the organization for less than one year and have agreed to apply for a brown faculty appointment, and are approved by the rih chief of the department of emergency medicine and the organization's board of directors, and will be employed by the organization to conduct their practice of medicine exclusively on behalf of the organization, unless otherwise recommended by the president and approved by the board, and will be board certified or board eligible in emergency medicine or pediatric emergency medicine, unless otherwise recommended by the president and approved by the board. Each such eligible physician who has in effect an employment agreement with the organization shall be a member of the organization as long as the employment agreement is in a form approved by the board and the chief of emergency medicine (rih).”

“The board of directors shall be comprised of no more than ten (10) voting directors, comprised as follows: (a) the president of the corporation, ex officio, with vote; (b) the president and chief executive officer of brown university health corporation, a rhode island non-profit corporation, which is the sole member of rih, tmh and other non-profit health care providers ("brown university health ceo"), or his/her designee, ex officio, with vote; (c) the dean of medicine of brown ("dean") or his/her physician designee, ex officio, with vote; (d) up to seven (7) class a members of the corporation elected by the class a members at their annual meeting, or any special meeting held in lieu thereof based on nominations made by the nominating committee (each an "at-large director"). One (1) at-large director must be pediatric emergency medicine member elected by the class members (not only pediatrician members) from a slate of nominees consisting only of pediatric emergency physicians (the "ped.em at-large director"). Pediatric emergency physician members may also be nominated and elected without limit to serve as regular at-large directors. There will be an annual meeting of the members held in the month of december each year. There may also be special meetings of the members, which can be called by the president, by the board, or by 2/3 vote of the members entitled to vote. There are requirements for providing notice of the meetings to the members. Each member shall be entitled to one vote. Vacancies in the board or in any corporate office may be filled by election by the remaining directors at any regular or special meeting, but if a vacancy exists at the time of any members meeting, it shall be filled by election at said meeting. An at-large director may be removed from office with or without cause at any annual, regular, or special meeting of members by vote of at least 2/3 of the members entitled to vote in the election of such directors and present in person or by proxy at a meeting in which a quorum (majority) is present, or for cause by a vote of a majority of the directors then in office and present at a meeting in which a quorum is present; provided, however, that a director may be removed for cause only after reasonable notice and opportunity to be heard before the body proposing to remove him/her.”

“There will be an annual meeting of the members held in the month of december each year. There may also be special meetings of the members, which can be called by the president, by the board, or by 2/3 vote of the members entitled to vote. There are requirements for providing notice of the meetings to the members. Each member shall be entitled to one vote. Vacancies in the board or in any corporate office may be filled by election by the remaining directors at any regular or special meeting, but if a vacancy exists at the time of any members meeting, it shall be filled by election at said meeting. An at-large director may be removed from office with or without cause at any annual, regular, or special meeting of members by vote of at least 2/3 of the members entitled to vote in the election of such directors and present in person or by proxy at a meeting in which a quorum (majority) is present, or for cause by a vote of a majority of the directors then in office and present at a meeting in which a quorum is present; provided, however, that a director may be removed for cause only after reasonable notice and opportunity to be heard before the body proposing to remove him/her.”

“The form 990 is prepared by the external auditors and reviewed by management and the audit committee.”

“Each year the organization's conflict of interest policy is provided to all officers, directors, and key employees. These people are asked to review the policy and sign a statement indicating that they understand the policy, have reported all potential conflicts during the past year in accordance with the policy and will report all potential conflicts during the coming year. All potential conflicts are evaluated by the board to determine if a conflict exists (an attorney is present at each board meeting). In those instances where the potential transaction is a conflict, the board examines the transaction, and a vote is taken (with those involved recusing themselves) as to whether the organization will enter into the transaction.”

“An independent compensation committee conducts a performance review and evaluation of all member compensation, including the president. This process involves the evaluation of the individual and a review of compensation of comparable positions obtained from published surveys of industry data. The committee's deliberation and decision is noted in the minutes of the meeting.”

“The organization makes its governing documents (articles of incorporation and by-laws, including its conflict-of-interest policy) and financial statements available upon request. The organization will mail copies upon request or provide copies to those who come to the administrative office during normal business hours. The organization charges for the copies in accordance with irs regulations.”

“Bem has an audit committee that assumes responsibility for the financial statements and selection of the independent accountant. No changes in the oversight process.”