Stony Brook Clinical Practice Management Plan Realty Corporation

“The corporation has a single member. The member of the corporation shall take part in discussions of any subject that may properly come before it and shall have such other additional rights and privilege and be subject to such other duties and restrictions as set forth in the not-for-profit corporation law of the State of New York and in the Bylaws.”

“According to the Bylaws, the Member shall have the sole right to elect all members of the Board of Directors. Directors shall be elected by the affirmative vote of the Member at the annual meeting. The number of Directors of the corporation shall be fixed by the Member at each annual meeting or at any meeting called for that purpose, provided that no decrease shall shorten the term of any incumbent Director, and provided that any change in number of Directors shall require the affirmative vote of the Member.”

“Per the Bylaws, the Member shall have the sole power to dismiss the corporation's investment adviser, if any, following reasonable notice and terminate its interest in the corporation by selling or exchanging its interests in the corporation to any organization described in Section 501c25 of the code so long as the sale or exchange does not increase the number of beneficiaries of the corporation above 35.”

“An electronic version of Form 990 was provided to the officers and directors prior to filing. Management performs a review of Form 990 prior to filing, addressing any questions made by the governing body.”

“The purpose of the conflict of interest policy is to protect the organization's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the organization or might result in a possible excess benefit transaction. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board of committee members shall decide if a conflict of interest exists. Compliance with this policy is monitored through internal payment policies and annual representations. The reviews, at a minimum, include the following subjects: a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining. b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the organization's written policies, are properly recorded, reflect reasonable investment or payment for goods and services, further educational purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction. A voting member of the governing board who has a compensation conflict is precluded from voting on matters pertaining to that member's compensation. If there are violations to the policy, the committee or governing board shall take appropriate disciplinary and corrective action.”

“All governing documents will not be disclosed outside of the organization. The conflict of interest policy and financial statements also will not be disclosed outside of the organization.”

“Directors work an average of 50 hours spread over the entities listed in schedule R.”