Augusta Medical Group

“The executive committee of the board shall consist of three directors, which shall include the chair of the board, the ceo of ahc, and one other member of the board, who must also be a member of the ahc board and be approved by the ahc board (the "ahc board member"). The chair of the board shall act as the chair of the executive committee. In the event of a conflict or unavailability of the ahc board member for a particular executive committee meeting, the chair of the board may appoint another member of the board to the executive committee for such meeting, provided that such individual must be without personal or financial interest in the particular issues to be discussed in such executive committee meeting, which would amount to a conflict of interest. The executive committee may exercise the authority of the board and shall have power to transact all business of the board and the management of the corporation during the period between meetings of the board, subject to the limitations set forth in these bylaws.”

“Augusta health care, inc. (ahc) is the sole member of the organization.”

“The corporation's board of directors shall be elected by the ahc board of directors to terms of one year each member.”

“The board of ahc has the exclusive power to approve: (1) operating, research and education, budget, and capital expenditures, (2) compensation of physicians, (3) incurrence of debt, including leases or lines of credit, (4) the sale, lease, exchange, mortgage, encumbrance, or other disposition of assets other than in the ordinary course of business, (5) election of the members of the board of directors, (6) removal of the members of the board of directors, with or without cause, (7) election of the executive director, (8) amendment or restatement of the articles of incorporation and/or bylaws, (9) mergers, dissolutions, and major corporate transactions defined in the bylaws, (10) the establishment of policies in connection with major policy issues which the corporation must adopt and follow, and (11) supporting any organization deemed by the president of ahc to be a competitor of ahc or any of its operating divisions.”

“The return was prepared by an independent accountant with assistance and oversight by management of augusta health care inc. The cfo and accounting director of augusta health reviewed the 990 draft. Requested changes and corrections were addressed by the tax preparer. The final draft of the return was posted on the organization's internal website with access restricted to the board. All questions as a result of this posting were resolved and answered timely.”

“The governance committee of augusta health care, inc. Is charged with reviewing the conflict of interest statements each year. The review is conducted in april after the annual board meeting and is additionally reviewed as changes occur in circumstances and is considered in management's governance decision making. Conflicts of interest are reviewed as a matter of business at every board and committee meeting. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of the committees with board delegated powers considering the proposed transaction or arrangement. Those found to be in a conflict of interest must abstain from voting and may be asked to leave the meeting depending on the topic and their degree of conflict.”

“Augusta medical group works with human resources personnel of augusta health care, inc. To establish compensation for key employees. In turn, augusta health care, inc. Utilizes the services of integrated healthcare strategies, 901 marquette ave s., suite 2100, minneapolis, mn to determine competitive wage ranges, variable compensation and perquisites for executive positions. It is the goal of the augusta health board to satisfy the following objectives: competitiveness, strategic alignment, regulatory compliance and public trust. The benchmarks used are 50th and 60th percentile of similar positions in peer institutions for experienced professionals. Findings of the consultant are reviewed by the board of directors of augusta health, inc., the sole member.”

“Photocopies of the form 990 are available upon request at the organization's accounting office. In addition, recent filings of the form 990 are available online at www.guidestar.org.”

“Copies of the organization's governing documents, conflict of interest policy, and audited financial statements are available upon request at the organization's accounting office. Please direct all requests to: augusta health care, inc. Attn: director of accounting p.o. Box 1000 fishersville, va 22939-1000”

“The organization does not have a majority independent board per the irs's definition of an independent board member due to compensation from related organizations; however, augusta medical group was formed to supplement the services of its sole member, augusta health care, inc., and through a significant degree of management, governance reserved powers, and appointment rights, the sole member has effective oversight over the organization. The board of augusta health care, inc. Has an independent majority.”

“Purchased services: program service expenses 99,407. Management and general expenses 64,687. Fundraising expenses 0. Total expenses 164,094. Physician fees: program service expenses 6,472,418. Management and general expenses 104,845. Fundraising expenses 0. Total expenses 6,577,263. Other fees: program service expenses 87,766. Management and general expenses 99,838. Fundraising expenses 0. Total expenses 187,604.”

“The process has not changed from the prior year.”

“Augusta medical group ("amg") is organized and operated in manner that supports augsuta health care's ("ahc") charitable purposes through the ownership and operation of a community physician development service. This service provides a means to enable ahc to: (i) recruit and employ a stable base of physicians to support the level of medical care provided through ahc; (ii) recruit and employ physicians in a broad array of specialties to enhance the overall level of specialized care available within the greater augusta county, virginia community; (iii) create a vehicle for future collaboration between the hospital and its medical staff; and (iv) stabilize the provision of primary care through existing physician practices in the greater augusta county, virginia area. Developing this physician base through physician recruitment efforts, physician affiliations and/or employment agreements, amg helps ahc provide the community an adequate number of qualified physicians practicing in hospital-based specialties. Amg also owns and operates physician practices and provides other healthcare related outpatient services in the community served by augusta health. As with ahc, amg ensures that patients are treated for medically necessary conditions regardless of race, religion, ethnicity or ability to pay, in a manner consistent with ahc's charity care program. In recognizing that not all individuals possess the ability to purchase essential medical services, amg does not pursue collection of amounts determined to qualify as charity care.”