Clarian Transplant Institute Inc

“Clarian transplant institute is part of a multi-entity hospital system controlled by iu health, a 501(c)(3) tax-exempt organization whose board is comprised of voting members, of which substantially all are independent community members.”

“Clarian transplant institute is part of the iu health system. As the sole member and controlling parent of clarian transplant institute, iu health and its board of directors have mandated that certain policies be followed to ensure greater standardization throughout the system. Thus, clarian transplant institute's board of directors was not required to separately adopt a conflict of interest, whistleblower, document retention and destruction and joint venture policies because iu health's board of directors had already adopted and required these policies to be followed by its subsidiaries.”

“JOHN FITZGERALD AND ERIN LEWIS SERVED ON THE BOARD OF DIRECTORS OF IUH ASSURANCE SPC, LTD., IU Health Risk Retention Group, Inc., and IU Health Risk Purchasing Group, Inc. NO ADDITIONAL COMPENSATION WAS PROVIDED TO THESE INDIVIDUALS FOR THEIR SERVICE. - Business relationship”

“The sole member of the corporation shall be iu health ("member").”

“The business, property and affairs of the corporation shall be managed and controlled under the direction of a board of directors as from time to time constituted (the "board"). The board shall exercise all of the powers and authorities of the corporation including, without limitation, the power and authority to make all ordinary and usual decisions regarding the corporation's business affairs and operations. By written resolutions, the board may delegate, to one or more officers or to members of committees, the power to execute and deliver checks or contracts or to make expenditures without further express approval of the board, where the value of the transaction or matter involved is below a threshold value specified by the board. There shall be twelve (12) members of the board of the corporation (each, a "director"), which number may from time to time be increased or decreased by resolution adopted by not less than a majority of the board of directors and approved by the member, subject to the limitation that the board shall never be reduced to less than three (3) nor increased to more than thirteen (13) directors. No reduction in the authorized number of directors shall have the effect of removing any director before that director's term of office expires. Except as otherwise provided in the bylaws, all members of the board of directors shall have and be subject to the same and equal qualifications, rights, privileges, duties, limitations and restrictions. The board shall be selected as follows: (a) three (3) directors shall be elected by and from among the transplant surgeon delegates who, amongst other qualifications, have entered into an employment agreement or professional transplant services agreement (directly on an individual basis or indirectly through a physician group practice) with the corporation to provide professional transplant services. (b) the individual serving from time to time as the chief medical officer of the member shall serve by designation. (c) the individual serving from time to time as the chief medical officer of the iu health university hospital of the member shall serve by designation. (d) the individual serving from time to time as the chief medical officer of the corporation shall serve by designation. (e) the individual serving from time to time as the chief operating officer of the corporation shall serve by designation. (f) the individual serving from time to time as the president and chief executive officer of iu health methodist and university hospitals of the member (or such person's designee) shall serve by designation. (g) the individual serving from time to time as the chairman of the department of medicine of iu school of medicine shall serve by designation. (h) the individual serving from time to time as the chairman of the department of surgery of iu school of medicine shall serve by designation.”

“The affirmative vote of a majority of the board (or committee thereof) including both (i) the director appointed by the president and chief executive officer of iu health methodist and university hospitals of the member and (ii) the director who is the individual serving as the chief medical officer of the corporation, shall be necessary and shall be required to authorize any of the following: (a) approval of the corporation's 3 year budget; (b) approval of expenditures outside the parameters of the corporation's 3-year budget; (c) hiring of additional full-time equivalents ("ftes") not in the budget; (d) approval of, and one or more material changes in, the strategic business plan or fundamental objectives of the corporation or any one or more fundamental changes in the scope of the corporation as it may be conducted from time to time; (e) approval of the sale, lease, exchange or disposition of all or substantially all of the assets of the corporation, the merger or consolidation of the corporation with any entity, or the dissolution of the corporation subject to the corporation obtaining such other approvals as also may be required by law; and (f) establishment of any other requirements concerning the delegates pursuant to the bylaws.”

“Iu health's svp & general counsel and clarian transplant institute's secretary reviewed and approved the form 990 prior to its filing.”

“Clarian transplant institute follows iu health's conflict of interest policy. Iu health's conflict of interest policy includes the following provisions: all iu health employees, associates, colleagues and contracted personnel, including employed physicians and paid medical directors ("iu health representatives") are covered by and subject to its conflict of interest policy. Iu health regularly and consistently monitors and enforces compliance with the policy through the following procedures: (a) on an annual basis, each iu health representative at the level of manager or above, together with every other person designated by the corporate compliance department ("department"), must complete, sign and submit a conflict of interest questionnaire ("questionnaire") to the department. Governing board members, committee members, corporate officers, medical staff and researchers must comply with the administrative requirements noted in the respective policies and procedures relative to those areas. (b) an iu health representative must supplement a questionnaire in writing, if after completion of the original questionnaire, a situation arises, or may reasonably be expected to arise, that would change any answer or information on the original questionnaire if the situation had existed or been anticipated at the time of completion of the original questionnaire. (c) if a fully and properly completed questionnaire reveals facts or other information that might reasonably indicate a conflict of interest or violation of the policy, the iu health representative completing the questionnaire must secure approval by his/her supervisor, evidenced in writing. (d) the department will review each questionnaire and determine whether a conflict of interest exists and, if so, whether and how it should or may be eliminated, avoided or managed in order to comply with the spirit of the policy and with the best interests of iu health and its patients. In making the determination, the corporate compliance department may consult with the iu health representative's supervisor and other appropriate individuals and groups. (e) the scope of the policy is not limited to those who are required to complete questionnaires. If an iu health representative is involved in a situation or relationship that would constitute a violation of the policy in the absence of disclosure and approval as described above, then the iu health representative must disclose the matter to his/her supervisor, secure his/her supervisor's approval in writing, and disclose the matter to the department. Otherwise, the iu health representative is in violation of the policy and subject to corrective action, up to and including termination. (f) the chief compliance officer, in consultation with onsite compliance personnel, may from time to time appoint standing or ad hoc committees to assist in resolving issues that arise under provisions of the policy.”

“Clarian transplant institute's articles of incorporation are available for public inspection through the indiana secretary of state's website. Clarian transplant institute's conflict of interest procedures are disclosed on form 990, schedule o. Clarian transplant institute is a subsidiary in iu health's consolidated audited financial statements. Iu health's consolidated audited financial statements are available for public inspection through its bond filings and as an attachment to iu health's form 990.”

“Prior to january 1, 2017, clarian transplant institute, in conjunction with iu health, a related 501(c)(3) organization, served as the agency hosting the planning, organization, coordination, operation and management of departmental and other clinical programs associated with iu health's abdominal transplant surgery service line on a unified, coordinated and consolidated basis for the seamless, efficient, and high quality delivery of abdominal transplant surgery and other, related health care services to patients. Clarian transplant institute actively and continuously provided or arranged the provision of abdominal transplant surgical services, engaged, developed, and expanded intellectual property in the field of medical research in the area of abdominal transplant surgery, and hosts medical education activities, all in conjunction with and auxiliary to the operation of iu school of medicine and iu health's hospitals and health facilities. As of january 1, 2017, clarian transplant institute's agreement with iu health ceased. Starting in 2018, operations began to wind down and the organization has received board approval for dissolution.”

“As part of clarian transplant institute's multiyear plan to wind down operations, a related entity will transfer net assets to make this entity whole again before it terminates and will file schedule n as part of its final return.”

“Transfer to iu health care associates (settlement of debt) - -218705;”