University of Toledo Physicians Clinical

“The board will establish an executive committee which will consist of board members who are empowered to transact the day-to-day management and business of the corporation pursuant to the policies, procedures and rules of the corporation. The executive committee will act on behalf of the board of directors between meetings of the board. A quorum for a meeting of the executive committee will be a majority of its members.”

“University of toledo physicians clinical faculty, inc. (utp) has only one class of member, and only one member, the university of toledo, exercising all member rights. The representatives of the university of toledo act on its behalf as the sole member of the organization.”

“The sole member, the university of toledo, has the power to nominate, elect and remove the board of directors of the corporation.”

“The sole member, the university of toledo, has the authority to approve amendments to the articles of incorporation and code of regulations of the corporation; and exercise such other powers as are necessary, appropriate, and consistent with law and with the articles of incorporation and the code of regulations of the corporation. The following actions require prior approval of the sole member: (a) any change in the purpose or mission of the corporation; (b) any change in the code of regulations or articles of incorporation of the corporation; (c) any merger or consolidation of the corporation with an unrelated entity; (d) the proposed sale of all or substantially all of the corporation's assets; (e) any borrowing of funds by the corporation (excluding trade payables or other ordinary course indebtedness) in excess of its general operating line of credit in an amount to be established on an annual basis by approval of the board or any loan of funds by the corporation; (f) any material changes in the corporation's professional liability insurance coverage, including changes in the parties providing such coverage; and (g) the dissolution or liquidation of the corporation.”

“The organization's form 990 is prepared by an outside public accounting firm based on information provided by the utp controller. The form is reviewed by the utp cfao and sent to the utpcf for review and comment before it is submitted.”

“Utp does have a conflict of interest policy that it follows when addressing potential conflicts. All officers, directors, trustees, and key employees are required to disclose conflicts of interests which may arise. Should an individual have a conflict of interest, the individual identified with the conflict may not vote on such issue before governance. University of toledo physicians, llc. And utp pathology services, llc follows the same conflict of interest policy that was adopted by utp llc. University of toledo medical assurance company, llc has a similar conflict of interest policy that is followed by all utmac managers. The policy requires similar disclosures as noted above. Any discussion deliberation or decision related to a potential conflict of interest is documented in the board minutes.”

“When determining compensation for the president/ceo of the various entities, governance utilizes comparability data. Compensation levels are reviewed by chairman and compensation committee of the board. This process is utilized for all officers and employees plus applies to all organizations. Compensation is reviewed annually and was last completed in 2024.”

“The organization made its governing documents, conflict of interest policy and financial statements available to the public during the tax year upon request.”

“For the purpose of the part vii reporting, the trustees of university of toledo phsicians clinical faculty, inc. (utp) serve as governance for university of toledo phsicians, llc and utp pathology services, llc. The sole member of each of the llcs is utp. University of toledo medical assurance company, llc (utmac) governance is designated in part vii of the form 990. Utp is also the sole member of utmac.”

“Neither utp nor utmac has yet adopted a written whistleblower policy.”

“The process for oversight and selection of an independent accountant has not changed from the prior year.”