Physicians Home Inc

“As approved at its annual meeting, the organization created the position of chairman of the board of directors as outlined in article iv of the revised bylaws. The chairman is appointed annually by the board of directors, and may call and preside over meetings of the board. The chairman shall not be an employee of the corporation, and shall not be considered the corporation's general manager or ceo. The chairman may designate another officer to assume the chairman's duties if the chairman is unable to attend a scheduled board meeting. Subsequently, article vii, section 4 of the bylaws was revised to designate that the president and ceo of the organization presides over all meetings of the executive committee, and attends the meetings of the trustees, if so requested by the trustees. Article vii, section 8a was updated to provide compensation to any officer who performs the duties of general manager/ceo of the organization for services rendered to the organization in an amount determined by the board of directors. Lastly, article ix was also amended to further prohibit payment of compensation or emolument from the corporation to any director, trustee or officer unless authorized by article ix or by article vii, section 8a, or by amendment to the bylaws, or by an affirmative vote of 2/3 of the directors of the corporation then in office.”

“Physicians' home has two (2) classes of membership, contributing members and administrative members. Contributors of $20 or more to physicians' home are contributing members of the corporation for that fiscal year. Those elected by the members to be directors, trustees, or officers of the corporation are administrative members.”

“Each contributing member may attend the annual meeting of the organization, and vote for the governing body. Members of the governing body are considered administrative members. Each contributing member and administrative member of the corporation is entitled to one vote, in person or by proxy, at all meetings of members.”

“The organization has its form 990 prepared by an outside accounting firm and has established the following review process to ensure that the information reported is complete and accurate. When the form 990 has been prepared, reviewed by appropriate officers and the internal accountant and is ready to be filed with the internal revenue service, a paper copy of the form 990 is provided to the board members of the organization for any comments. Any comments are then grouped, summarized and provided to the outside accountants. Each issue is documented and addressed until the return is finalized and approved for filing.”

“The physicians' home conflict of interest policy covers all members of the board of directors, trustees, officers, accountant(s), auditor(s), investment manager(s), and office staff. These persons receive a statement of conflict of interest policy (which also covers confidentiality and whistleblower activities). The conflict of interest statement requires that persons covered under the statement will disclose to the executive committee any such situation. If and when a potential conflict of interest is disclosed and validated by the executive committee, the person is expected to recuse himself/herself from the related activities.”

“The director and president receives compensation for administrative duties as performed for the organization. This compensation was last established and approved by the board of directors in 2007. No review of comparable data was considered necessary since the level of compensation was deemed nominal.”

“The form 990 is available for public inspection as required under section 6104 of the internal revenue service code as it is posted on guidestar.org and other similar websites. In addition, forms 990 and 1023, as well as the financial statements, conflict of interest policy statement, articles of incorporation and bylaws are available to the public upon written request of the organization at 445 park avenue, 9th floor, new york, n.y. 10022.”

“Board member participation is documented in our minutes, and as can be seen by the minutes for the annual meeting and executive committee meetings, good representation is present to provide discussion and advice in regard to the activities of the organization. Of the twenty directors and trustees there were two who were unable to participate to any extent during the year. Stephen connolly is retired from practice for several years, and has served on the board for many years. He is available for telephone discussions, and has contributed in this way over recent years. Because of his long history of commitment to physicians' home, he remains on the board until his term expires. Alan mead has retired from practice and moved out of town. He did not stand for reelection when his term expired in november 2015. Directors will be periodically informed that participation by all to some extent is expected.”

“Change in value of charitable remainder trust -26,567.”