Value Health Partners

“The organization did not have a process for determining compensation of the top management official or other officers or key employees as the organization did not employ any officers or key employees.”

“The organization has a shared services agreement with Spectrum Health System, one of its member organizations. Spectrum Health provided the organization with input and analysis related to the budgeting and monthly financial statement preparation process.”

“The Organization has eight members/stockholders as follows: -Spectrum Health System (EIN 38-3382353), a Michigan nonprofit corporation. -Bronson Healthcare Group, Inc. (EIN 38-2418383), a Michigan nonprofit corporation. -Covenant Medical Center, Inc. (EIN 38-3369438), a Michigan nonprofit corporation. -Allegiance Health (EIN 38-2027689), a Michigan nonprofit corporation. -Lakeland HealthCare (EIN 38-2609624), a Michigan nonprofit corporation. -Munson Healthcare (EIN 38-2640544), a Michigan nonprofit corporation. -Sparrow Health System (EIN 38-2542859), a Michigan nonprofit corporation. -Oakwood Healthcare, Inc. (EIN 38-1405141), a Michigan nonprofit corporation.”

“The member(s) (see Form 990, Part VI, Line 6) of the Organization appoint(s) all members of the Board of Directors. The business and affairs of the Organization shall be managed exclusively by a Board of Trustees. The number of trustees shall coincide with the number of members in the Organization. The initial trustees shall be the number specified by the incorporators as constituting the first Board of Trustees. Thereafter, each member may appoint one (1) person to serve as trustee. Unless otherwise approved by at least a Supermajority of the Board of Trustees, the person appointed by each member to serve as trustee shall be the respective member's CEO. Trustees shall be elected for one-year terms at each annual members meeting. Trustees shall serve until their respective terms expire and until their successors are appointed or until their resignation or removal.”

“Unless otherwise noted below, the members (see Form 990, Part VI, Line 6) of the Organization have the reserved powers set forth below, and shall not be deemed authorized unless and until approved by at least 75% of the members (a "Supermajority"): -All matters requiring membership action under Michigan law; -Amendment of the Articles of Incorporation or Bylaws of the Organization; -Ratification of the mission, role, and goals of the Organization; -Adoption, approval, revocation, or abandonment of any plan of dissolution of the Organization; and -Adoption, approval, revocation, or abandonment of any plan of merger, consolidation, sale of all or substantially all of the assets and property of the Organization.”

“A copy of the Form 990 is provided to the Board of Trustees prior to filing. The review process for this Form 990 is as follows: 1. Preparation of the return is supervised and reviewed by a member organization's Corporate Tax Department. 2. A second review is performed by an external CPA firm with expertise in tax-exempt return preparation. 3. The return is reviewed by the organizations president and shared with the members of the Board of Trustees. 4. The organization's president reviews comments or questions received by members of the Board of Trustees, if any, to address or to incorporate, as appropriate, into the return prior to filing.”

“The organization's conflict of interest policy outlines the organization's practices for monitoring proposed or ongoing transactions for conflicts of interest and dealing with potential or actual conflicts as follows: 3. Procedures a) Duty to disclose: A Covered Person must disclose the existence of any Interest and be given the opportunity to disclose all material facts to the Board considering the proposed contract, transaction, or arrangement. b) Annual questionnaire: Each Covered Person shall completely, accurately, and within the required timeframe established by the Board submit the annual conflict-of-interest questionnaire (the "annual questionnaire") as prepared and distributed by the Board. c) Continuing disclosures: If, subsequent to completion of the annual questionnaire, any Covered Person becomes aware of an Interest that could give rise to a conflict of interest with respect to a proposed contract, transaction, or arrangement involving the organization, the Covered Person shall promptly make disclosure of the Interest to the Board. d) Determining whether a conflict exists: The Board shall determine by a majority vote of disinterested directors whether the disclosed Interest may result in a conflict of interest. The Board shall: (i) review responses to the annual questionnaire and any continuing disclosures that are made during the year; (ii) take such steps as are necessary to identify Interests and review any so identified; (iii) make such further investigation as it deems appropriate with regard to Interests disclosed or identified; and (iv) determine whether any such Interest gives rise to a conflict of interest. The Covered Person shall not be present during any meeting in which the Board conducts its evaluation, except to answer questions of the Board as may be necessary. The Board may request additional information from all reasonable sources. Once all necessary information has been obtained, the Board shall make a finding as to whether a conflict of interest indeed exists. Only disinterested Board members may vote to determine whether a conflict of interest exists. The Covered Person may not be present when this vote is taken. e) Addressing the conflict of interest: Once the disinterested members of the Board have determined that an actual conflict of interest exists with respect to a particular contract, transaction, or arrangement: (i) The disinterested members of the Board shall exercise due diligence to determine whether the corporation could obtain a more advantageous contract, transaction, or arrangement with reasonable efforts under the circumstances and, if appropriate, shall appoint a non-interested person or committee to investigate alternatives to the proposed contract, transaction, or arrangement. (ii) In considering whether to enter into the proposed contract, transaction or arrangement, the Board may approve such a contract, transaction or arrangement only if the disinterested directors determine by a majority vote that: (1) The proposed contract, transaction, or arrangement is in the corporation's best interests and for the corporation's own benefit; and (2) The proposed transaction is fair and reasonable to the corporation, taking into account, among other relevant factors, whether the corporation could obtain a more advantageous contract, transaction, or arrangement with reasonable efforts under the circumstances. (iii) The disinterested members of the Board may, in their discretion, require the Covered Person to leave the room while the proposed contract, transaction, or arrangement is discussed. The Covered Person shall leave the room while the matter is voted on and only disinterested directors may vote to determine whether to approve the transaction or arrangement. In determining whether and when to require the Covered Person to leave the room during discussion of the proposed contract, transaction, or arrangement, the disinterested directors shall balance the need to facilitate the di”

“The organization's Articles of Incorporation have been provided to the State of Michigan and are available to the public on the State's website. The organization's Bylaws and internal policies are generally not made available to the public. At the time of this filing, the financial statements have not been made available to the public, but are represented in Parts VIII, IX and X of this Form 990.”

“Value Health Partners ceased to exist after 6/30/15 and its assets were distributed to its members according to the bylaws.”

“Leased Employees - Total Expense: 53982, Program Service Expense: 38327, Management and General Expenses: 11876, Fundraising Expenses: 3779; Purchased Services - Total Expense: 53762, Program Service Expense: 38171, Management and General Expenses: 11828, Fundraising Expenses: 3763; Other Prof Services - Total Expense: 3358, Program Service Expense: 2384, Management and General Expenses: 739, Fundraising Expenses: 235;”

“Final Member Distributions - See Schedule N for Additional details - -381477;”