Somerset Health Services Inc

“The members of the corporation shall be upmc somerset and upmc. Upmc somerset shall have a two-thirds (2/3) membership interest in the corporation. Upmc shall have a one-third (1/3) membership interest in the corporation.”

“Initially, the board of directors shall be nine (9) directors, with upmc somerset, through the somerset designated directors, entitled to appoint six (6) directors, and upmc entitled to appoint three (3) directors. Such number may be revised and fixed from time to time by the members by amending these bylaws in accordance with section 3.2 and 10.1 hereof. Each director appointed by a member shall hold office beginning immediately following his or her appointment, and shall serve until replaced by the appointing member. Following the integration period, the composition of the board of the corporation may be changed by upmc, so long as not inconsistent herewith or with the integration agreement.”

“During the integration period, the decisions and actions specified in paragraphs (a) - (i) below shall require the approval of both upmc somerset and upmc. Such decisions and actions may not be taken by the corporation without the separate concurrence of upmc somerset and upmc. Upmc somerset and upmc shall together have the power and authority to make any such decisions and initiate and implement any such actions (and they may, but need not seek, the concurrence or approval of the board of the corporation). (a) operating and capital budgets of the corporation; (b) material changes to existing contractual arrangements of the corporation with physicians, and approval of any new physician contract providing for any exclusive privileges at upmc somerset; (c) entering into new, or materially changing existing joint venture arrangements of the corporation; (d) approval of the terms of any management arrangements with an unrelated third party; (e) any change in the corporate structure of the corporation (including by merger, consolidation, liquidation or creation of parent or subsidiary entities); (f) the sale, lease, transfer, license, exchange or joint venture, or other disposition, whether within the upmc system or external thereto, involving all or substantially all of the assets or business or significant product lines of the corporation; (g) the determination that the corporation will no longer be licensed or operated as licensed or operated as of the effective time; (h) any amendment of the articles of incorporation or the bylaws of the corporation; (i) sale, transfer, exchange, lease or license, outside the ordinary course, or other disposition of any real estate of the corporation.”

“Somerset health services, inc. Has a cpa firm prepare its form 990. The return is completed in draft form and reviewed by management of the organization. The return is then finalized and the board is provided a copy of the form 990 before it is filed.”

“Upmc requires all of its key employees and non-employed personnel to comply with its conflict of interest policies when they engage in upmc-related business. People covered by the policies include: -upmc entity board members, board committee members, and corporate officers -upmc physicians and non-physician employees who hold a position of influence -non-employed members of the upmc medical staff who hold a position of influence of trust -individuals conducting clinical research at upmc, whether or not they are employed by upmc. These people are required to complete a questionnaire at least annually. An electronic form has been developed to capture the data from the questionnaire and to monitor completion. The information, along with other data, is used to capture individual and institutional relationships so that potential conflicts of interest can be identified. If a potential conflict is identified regarding a specific upmc activity the corporate compliance department, with the assistance of the legal department, evaluate the activity in relation to the potential conflict. If a perceived or actual conflict is determined to exist and a decision is made to proceed with the activity, a written plan designed to prevent the conflict from influencing decisions related to the activity is developed. The process is ultimately overseen by a conflict of interest committee of the upmc board of directors on behalf of all upmc subsidiaries, including somerset health services.”

“Upmc has established a rigorous compensation review process for its top executives which includes review by its executive compensation committee in a process intended to satisfy the "rebuttable presumption of reasonableness" set forth in the regulations to sections 4958 of the internal revenue code. Upmc gives authority to those executives to establish the compensation of executives of other subsidiaries and business units, including those of somerset health services.”

“Somerset health services, inc. Makes its form 990 and form 1023 available to the public.”

“At this time, somerset health services, inc. Does not make its governing documents, conflicts of interest policy and consolidated financial statements available to the general public.”

“Transfers from exempt affiliates 6,148,712.”

“The organization's financial statements are part of a consolidated financial statement audit performed by ey for upmc and all subsidiaries. The entire system's financial statements, of which this organizations is part of, are posted on the upmc website. (www.upmc.com) the financial statement audit during the 990 filing period is for the calendar year ended december 31, 2018.”