Mazzoni Center

“The board shall have an executive committee consisting of the officers of the board and the ceo as a non-voting officer. The immediate past board president shall serve on the executive committee for one year following the end of their term as president, provided they remain an active director. The executive committee shall have authority to act only during intervals between meetings of the board and shall have and may exercise the authority of the board in the management of the ordinary business and affairs of the corporation except that the executive committee shall not have the authority of the board in reference to: 1) amending the articles of incorporation 2) amending, altering or repealing the bylaws 3) filling vacancies in or removing members of the board or of any committee appointed by the board 4) adopting a plan of merger or adopting a plan of consolidation with another corporation 5) authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the corporation 6) authorizing the voluntary dissolution of mazzoni center or revoking proceedings therefore 7) adopting a plan for the distribution of the assets of mazzoni center 8) amending, altering, or repealing any resolution of the board which by its terms provides that it shall not be amended, altered or repealed by such committee. The delegation of authority shall not operate to relieve the board or any individual director of any responsibility imposed on it or him/her by law. The executive committee shall report its activities at each board meeting.”

“Updated bylaws were adopted on november 29, 2018, that include the following changes: 1) the minimum number of directors changed from not less than fifteen to not less than seven. 2) the directors' term increased from two years to three years. 3) directors' are limited to serving two consecutive terms, but may serve an unlimited number of terms so long as after two consecutive terms are served the director takes a one year break from board service. A director may continue to serve past the two term limit if their leaving would bring the number of directors below the required total minimum number of directors, but only until another director can be identified. Previously there were no term limits. 4) any individual director may be removed from office without assigning any cause by a vote of 75% of the directors. Previously there was no provision for removing a director. 5) four non-board officer positions were created: ceo, chief financial officer, chief medical officer, and chief operating officer. 6) president may now serve two consecutive two-year terms with a required twelve- month break from service as president, unless no other director is willing or able to serve as president. Previously only one two-year term was permitted. 7) the vice-president, treasurer, and secretary may now serve up to four consecutive one-year terms with a required twelve month break from the same officer position, unless no other director is willing or able to serve in that officer position. Previously only three one-year terms were permitted. 8) a new provision was added that expressly states no one may hold more than one officer position unless specific circumstances permit it. 9) in order to amend the bylaws proposed changes must be provided to the directors at least five days prior to the meeting. Previously no time period was specified. 10) in order to amend the bylaws an affirmative vote of at least two-thirds (previously a majority) of the directors present at a meeting with a quorum is required.”

“The form 990 is prepared by an independent accounting firm and is reviewed by the cfo and designated board/committee members. Prior to filing, the entire board receives a complete copy of the return.”

“All directors and officers are subject to the conflict of interest policy. An interested person is a person who has, directly or indirectly, through business, investment or family: (1) an ownership or investment interest in any entity with which mazzoni center has a transaction or arrangement, (2) a compensation arrangement with mazzoni center, (3) a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which mazzoni center is negotiating a transaction or arrangement. A financial interest is not necessarily a conflict of interest. A conflict of interest will exist only if the board or executive committee decides that such conflict exists. An interested person must disclose the existence of the financial interest to the board or executive committee. After making the presentation regarding a transaction or arrangement involving the possible conflict of interest, the interested person shall leave the meeting during the discussion and the vote. Any transaction exceeding $5,000 and involving a possible conflict of interest must be presented by staff to the board or executive committee. The board or executive committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in mazzoni center's best interest, and whether it is fair and reasonable. Each director and officer shall annually sign a copy of the conflict of interest policy.”

“In june 2015, arthur j. Gallagher & company was asked to do a compensation review of all positions at the agency including those of top management. This study was indexed geographically to philadelphia, compared to other benchmarks including the non-profit times and was compared more closely to the industry and the northeast. It is from this market compensation review that salary bands were determined for all staff up to the directorate, and then the c-suite and doctors' salaries were linked to market. The executive committee reviews the compensation structure of the current interim leadership team (the chief medical officer, chief financial officer and interim chief operating officer) that are sharing the ceo's role. The executive committee also reviewed the prior ceo's compensation structure during their employment. The deliberation and final decision related to the compensation of the prior ceos and other officers was timely documented in the board and committee minutes.”

“The organization has the governing documents, conflict of interest policy and financial statements readily available to the public upon request.”

“Change in value of interest rate swap agreement -468,690.”