Geisinger Commonwealth School of Medicine

“The president & dean are ex-officio members and can appoint a faculty member if the president & dean are the same person. Neither of these positions are voting members.”

“Trustees louis denaples, john moses, and john menapace have a business relationship. Mr. Denaples, attorney moses, and mr menapace are board members of blue cross of northeastern pennsylvania, an organization that transacts business with geisinger commonwealth school of medicine.”

“Sponsorship trustees - during the term of a certain sponsorship agreement by and between blue cross of northeastern pennsylvania (bcnepa), which commenced on oct 23, 2007 and will conclude on oct 22, 2020, and the corporation, bcnepa shall be entitled to appoint that number of individuals as is sufficient to constitute at least twenty-five percent (25%) of the total number of voting members of the board. Trustees so appointed shall serve for terms ending on oct 22, 2020 or upon earlier termination, for any reason, of the sponsorship agreement. Such trustees shall be removed from the board only "for cause" pursuant to section 6 of this article. In the event any sponsorship trustee is removed for cause, or ceases to serve by reason of death, resignation or otherwise, bcnepa shall appoint another individual to fill such vacancy for the remainder of the term. Under an assignment and assumption agreement between bcnepa and allone foundation dated june 1, 2015, bcnepa assigned all of its rights and interests under its sponsorship agreement with gcsm to the allone foundation, a 501(c)(3) organization.”

“These articles of incorporation may be amended or restated by a super majority vote (as hereinafter defined) of the board of directors of the corporation or by unanimous written consent of all members of the board of directors of the corporation. This provision is pursuant to procedures set forth in the bylaws, provided that no amendment of article x or of article xii of these articles shall be effective and no amendment of any other provision of these articles that is consistent with article x or article xii shall become effective, unless approved in writing by blue cross of northeastern pennsylvania, now the allone foundation. For purposes hereof, a "super majority vote" means the affirmative vote of at least seventy-six percent (76%) of the voting members of the board of directors in office or the unanimous written consent of all voting members of the board of directors. The affirmative vote of at least seventy-six percent (76%) of the voting trustees in office shall be required for board approval of the following actions of the corporation or for the corporation's incurring any obligation or making any commitment in respect of such actions - i election or appointment of a chairman of the board, ii approval of any fundamental transaction (as defined below), iii approval of the corporation's annual operating budget and capital budgets and any material variations therefrom, iv approval of strategic business plans and material variations therefrom, v the filling of vacancies within the board, vi approval of any increase or reduction in the size of the board, vii approval of any new indebtedness for borrowed money or any obligation secured by any asset of the corporation, viii approval of any amendment of the terms of the corporation's indebtedness for borrowed money or secured indebtedness or of any restructuring or refinancing of any such indebtedness, and ix approval of any amendment of the corporation's bylaws or articles of incorporation.”

“The college's form 990 was prepared by an independent accounting firm in conjunction with the college's accounting department. A copy of the form 990 was circulated to the board of trustees by the vice president of finance and by the administration for discussion and comment. Each trustee was provided ample opportunity to comment on the information contained in the 990 prior to its electronic filing with the internal revenue service. The trustees have reviewed the "as filed" copy of the 990.”

“Each officer, director, trustee, key employee, finance and accounting staff and all financial managers of the college are required to annually disclose any conflicts of interest that arise by virtue of their employment, board service or their position with the college. The college monitors compliance with its conflict of interest policy through an annual questionnaire/disclosure statement that is distributed to these individuals. Potential conflicts of interest are required to be disclosed. The executive office assistant monitors the policy and reviews any potential conflicts and disclosure forms with the vice president/cfo. Any such conflicts would require that individual to refrain from voting.”

“The college undertakes a thorough process to ensure that the executive compensation it pays its top management official and all of the officers and key employees is reasonable given the market in which the college competes and operates. In relevant part, the board of directors has established a compensation committee of independent persons who have no personal interest in the proposed compensation agreement. The compensation committee contracts with a compensation consultant every two years to complete a market assessment and competitive analysis for the college's top executives. The compensation consultant utilizes comparability and benchmarking data to ensure that the college compensates its executives commensurate with the market. The compensation committee will then set the compensation for the president and dean and document the decision in board minutes. Other positions are set by the president and dean given market assessments and competitive positions, as well as information from the executive compensation review. These determinations are documented by the consultant, reviewed and approved by the compensation committee and approved by the full board.”

“The college makes its 990 available to the public by retaining a copy at its place of business. The form 990 is likewise published on the internet at www.guidestar.org. The organizations's financial statements, governing documents, and conflict of interest policy are not ordinarily made available to the public, but if requested, will be provided at management's discretion.”

“Students engage in a community public health project, emphasizing gcsm's commitment to improving the quality of health care in our region. In addition, each student must complete 100 hours of community service in northeast or north central pennsylvania. Gcsm faculty have been recognized nationally and internationally for their scholarly work, publishing hundreds of scholarly papers, and presenting at conferences, and to date have been awarded over $5.3 million in research grants, $5.8 million in training and education grants and $2.8 million in equipment/other grants. The college focuses on creating a unique medical education experience that fosters collaboration among interdisciplinary team members, patient-centered care, and improving the health of the local population. The college began offering academic programs and award degrees in a program in medicine leading to the degree of doctor of medicine (md) and in a program of biomedical sciences leading to the degree of master of biomedical sciences (mbs). Gcsm also partners with east stroudsburg university to offer a joint md / master of public health (mph) degree. The college continued its programs to support the basic and clinical sciences through biomedical, behavioral, epidemiological, educational and health sciences research. In may of 2010, gcsm's first class of mbs students graduated and in may 2016 our seventh class graduated. Gcsm graduated its charter doctor of medicine class in may 2013 and a fourth class in may 2016.”

“Change in fair value of interest rate swaps -2,081,758.”