Laurel Management Services

“Key employee Charles Santangelo and board member Steve Johnson both”

“serve on the board of a related taxable organization.”

“Susquehanna Health System (SHS), EIN 23-2751183, may elect or”

“remove members of the governing body.”

“All the business and affairs of the Entity shall be managed”

“and controlled by the Board of Directors, subject to the oversight”

“of the sole Member, Susquehanna Health (SHS), of the management and”

“operations of the Entity, except that the following powers are”

“reserved exclusively to the sole Member of the Entity, and no”

“attempted exercise of any such powers to anyone other then the sole”

“Member shall be valid of any force or effect whatsoever. The sole”

“Member shall exercise its power through its Board of Directors. The sole”

“Member shall have the exclusive authority to exercise the following”

“powers: A) to appoint or elect the directors, B) to appoint and”

“remove the President following consultation with the Entity, C) to”

“approve the nominees for elected officers and to return the list of”

“approved nominees to the governing bodies for election, D) to remove,”

“with or without cause, any director or any elected officer, E)”

“to amend the Governing Instruments and to approve all amendments to the”

“Governing Instruments which are proposed for adoption, F) to”

“approve the annual operating and capital budgets, G) to establish”

“requirements for a unified budget, H) to approve the incurrence or”

“issuance of debt proposed by Entity and the emcumbrance of any”

“Entity assets to secure any such incurred debt, I) to incur”

“debt (or cause debt to be incurred) on behalf of the Entity,”

“J) to require contributions in cash or cash equivalents to support”

“Fuel 8381. 8381. 0. 0. Real estate taxes 5305. 5305. 0. 0. Cmba expenses 19234. 19234. 0. 0. Telephone 59110. 58195. 0. 915. Special events 13924. 13362. 0. 562. Recruitment 2902. 2902. 0. 0. Relocation 7947. 7947. 0. 0. Accounting -10682. -10682. 0. 0.”

“the working capital needs or capital projects of any one or more”

“System Entities, K) to require that any debt incurred on a System”

“wide basis by or at the direction of SHS shall be the joint and”

“several obligation of each System Entity, L) to direct or approve any cash”

“contributions or any other capital contributions made by one System”

“Entity to another System Entity M) to allocate any financial resources”

“in such manner as SHS determines to be necessary, N) to approve the sale,”

“transfer or other disposition of Entity or Entity property unless”

“it is made in the ordinary course of business or involves assets with”

“a fair market value of less than one hundred thousand dollars, O)”

“to direct the transfer of property from the Entity to one or more”

“other System Entities, P) to approve of any investment of assets by”

“Entity not within the limits of the System's approved investment”

“policy, Q) to establish requirements for the approval of the acquisition”

“purchase, sale, transfer, encumbrance, leasing,construction”

“or demolition of land or buildings outside the normal course of”

“business, R) to approve any decision with respect to the addition,”

“modification or discontinuance of any patient care or diagnostic”

“program or health care service, S) to approve of any change in”

“licensure of Entity; licensure of any Facility; certification,”

“registration, accreditation, permit, or related approval of any”

“activity, T) to require Entity to add, modify relocate, or discontinue”

“any patient care or diagnostic program or health care service, U)”

“to approve or direct any merger, consolidation organization,”

“reorganization, joint venture, corporate division, sale, conversion,”

“lease or exchange of substantially all the assets, dissolution”

“liquidation or any other modification of corporate structure”

“or affiliations affecting the autonomy, governance, or operations”

“and the creation or acquisition of any new affiliate by Entity,”

“and to determine the distribution of assets upon such termination”

“or dissolution, W) to coordinate managed care plans involving”

“Entity, including decisions concerning entry into or renewal of any”

“contract or agreement relating thereto, X) to develop and/or enter”

“into key strategic relationships on behalf of Entity, Y) to”

“select any outside auditors, general legal counsel or investment”

“advisors to provide services on behalf of Entity.”

“A high-level overview of Forms 990 is presented to the parent Board of”

“Directors (Susquehanna Health System, EIN #23-2751183) before filing”

“and complete drafts of all returns are made available to all”

“Board members through the CEO's and CFO's office.”

“Annually on the 1st of January, the Susquehanna Health Systems CEO”

“sends to all directors, officers, management staff and”

“contracted physicians a questionnaire to be completed by January 15.”

“A report is submitted to the Board of Directors to”

“notify them of any conflicts of interest disclosed.”

“On a bi-annual basis an independent compensation consulting firm”

“performs an analysis of the leadership salary structure in”

“relationship to the labor market using data from four”

“different salary surveys. Their analysis is reviewed with”

“the Governance Committee of the Board of Directors. The firm then”

“outlines its recommendations for the proposed executive”

“salary structure to the committee for their consideration”

“and approval.”

“Governing documents and financial statements are available”

“to the public upon request. The conflict of interest policy”

“is also available upon request.”

“All 1099's were issued by Susquehanna Health System (EIN 23-2751183).”

“All expenses were then allocated back to the related entities.”