Berrien Health Plan Corp

“There is one class of members consisting of all members of the healthy berrien consortium, collectively referred to as the members. The members approve significant decisions of the governing body.”

“Each member has one vote and shall possess the rights and powers to approve the addition of any new members and the removal of an existing member, as well as the appointment and removal of the board of directors.”

“Each member has one vote and shall possess the rights and powers to approve a plan of merger or consolidation of the corporation, all amendments or restatements to the articles of incorpration, all amendments or restatements to the bylaws of the corporation, the disposition of the property and assets of the corporation, and the dissolution of the corporation.”

“The 990 form is received by the organization's cfo and executive director and is reviewed for accuracy. Upon their approval, the 990 is made available to the board of directors at a board of director's meeting. The preparer of the document attends the meeting to answer any questions presented by directors. After any concerns presented by the board are addressed, the president signs and files the form.”

“It is the policy of the corporation that all directors and officers shall scrupulously avoid any conflict, or the appearance of any conflict between their own interests and the interest of the corporation. Directors and officers shall annually submit in writing to its president a conflict of interest statement in the form prescribed by the board of directors. This policy supplements, but does not replace, any applicable state laws governing conflict of interest applicable to nonprofit and charitable organizations. A director of the board or of any committee shall immediately, and in writing, notify the president of the corporation of any conflict of interest or any potential conflict as soon as he or she becomes aware of it. A person having a conflict of interest or potential conflict of interest shall not participate in any matter that might come before the board or any committee. If the member fails to do so voluntarily, the president is empowered to take necessary and appropriate action to ensure that the affected director does not participate until the conflict has been resolved. The minutes of the board shall contain names of persons who disclose or otherwise were found to have a financial interest in connection with an actual or potential conflict of interest, the nature of the financial interest, the board's decision as to whether a conflict of interest in fact existed, the board determination that no equivalent or more advantageous transaction or arrangement is attainable and the record of any vote to proceed with a transaction despite a conflict of interest.”

“The board of directors meets to review the performance of the executive director annually. The board of directors reviews comparison data from similar organizations as reported by available public documents. A record of the meeting and decision by the board of directors is retained by the organization.”

“All information is available upon request. Form 990 is also posted annually on guidestar's website. The 990 is public information through the michigan attorney general's office.”