Nebraska Pediatric Practice Inc.

“There are two members of the corporation: (a) the board of regents of the university of nebraska, a public body corporate, acting on behalf of the university of nebraska medical center, college of medicine (the academic member), and (b) children's hospital and medical center, a nebraska nonprofit corporation (the hospital member). The members retain the following powers, notwithstanding anything in these bylaws to the contrary: a. In accordance with the bylaws, each member shall have the power to appoint three directors of the corporation under article iii, section 2, and remove directors of the corporation under article ii, section 13. B. In accordance with the bylaws, the members shall have the power to approve the appointment and removal of the person designated by the board of directors as the corporation's executive director. C. The members shall have the power to approve or refuse to approve any amendment to the corporation's article of incorporation or the bylaws, or any action required to be submitted to and approved by voting members of a nonprofit corporation under the nebraska nonprofit corporation act. D. The following actions of the corporation are subject to approval by the members: (i) adoption and adjustment of the corporations annual budget, capital expenditures budget, mission statement, operating plan, and long-range plan; (ii) incurrance of assumption of debt (other than trade payables); (iii) adoption of compensation plans; (iv) assessments against members; (v) reorganization and transfer of assets outside of the ordinary course of business; (vi) establishment of a subsidiary or participation as a shareholder, partner, or member of any other entity; (vii) any distribution of capital or net earnings of the corporation; and (viii) admission of new members. The affirmative approval of both members is necessary for any action of the members.”

“See narrative above for form 990, part vi, section a, line 6.”

“See narrative above for form 990, part vi, section a, line 6.”

“The form 990 will be distributed via director's desk to the nebraska pediatric board members for review prior to filing with the irs. However, since all compensation information will be redacted from the copy sent to the board, the taxpayer is answering the question on part vi, line 11a "no".”

“An officer, director, committee member (including a member of a board-appointed subcommittee), or key employee shall be deemed to have a potential conflict of interest in a contract or transaction if he or she, or a family member, is a party (or one of the parties) contracting or dealing with the corporation. Any duality of interest or potential conflict of interest on the part of any officer, director, committee member, or key employee should be disclosed to the board of directors and made a matter of record whenever it arises, or whenever it involves a matter of board action. Any officer, director, or key employee having a duality of interest or possible conflict of interest in any matter should not vote or use his or her personal influence on the matter. The majority of the board who have no conflict of interest in the transaction comprise a quorum for the purpose of taking action on a conflict transaction. In cases in which an officer, director, committee member, or key employee has a financial interest in an arrangement or transaction, the following additional steps may be taken, at the discretion of the board: a. The interested person may be required to leave the meeting for the general discussion of the matter and the board vote; and/or b. A disinterested person or committee may be appointed to investigate alternatives to the proposed agreement or transaction. All officers, directors, committee members, and key employees shall review the conflict of interest policy and complete a conflict of interest questionnaire upon initially affiliating with the corporation. Each year at an established time, a designated person within the corporation shall send disclosure questionnaires and a copy of the conflict of interest policy to all officers, directors, committee members, and key employees of the corporation. Persons receiving questionnaires shall respond with respect to potential conflicts of interest. Persons required to report who have not returned questionnaires will be contacted and follow-up will continue on a regular basis until all questionnaires have been returned. The information will be used to identify and resolve potential conflicts of interest. The board of directors of the corporation shall serve as the conflict review committee, unless, in its discretion, it chooses to appoint a committee composed of directors of the board to assume the responsibility. When questionnaires or interim disclosures of any of the members of the conflict review committee are being reviewed, the member being reviewed shall be excused from the committee's deliberations and action. The conflict committee shall: 1. Review all annual disclosure questionnaires and interim supplemental disclosures from persons subject to the policy. 2. Identify potential conflicts of interest disclosed in such annual disclosure questionnaires or interim disclosures. 3. Investigate and evaluate, as necessary, potential conflicts of interest, contained in annual disclosure questionnaires or interim disclosures. 4. Report findings, conclusion, and recommendation of the board for decision and action. 5. Identify, by position or capacity, the employees or other individuals to be designated as key employees subject to disclosure requirements under the policy. 6. Keep complete records of its activities. 7. Periodically review the policy and its implementation procedures to determine whether any changes are required.”

“Each year, sullivan cotter, an independent company, conducts a market analysis of executive compensation, to substantiate the compensation of the executive director of the corporation. The executive director is employed by the hospital member and leased to the corporation. This information is presented to the hospital member's compensation committee for review. Sullivan cotter issues a reasonableness opinion letter regarding the appropriateness of executive pay levels. The hospital member's board of directors receives a report from the committee. Officers of the corporation are not compensated for serving as officers. The corporation's management makes a determination annually of whether there are any employees who fall within the definition of key employee for purposes of filing the 990.”

“Governing documents, conflict of interest policy, and financial statements are not available to the public.”

“Staff support: program service expenses 18,889,181. Management and general expenses 0. Fundraising expenses 0. Total expenses 18,889,181. Contract providers: program service expenses 10,021,174. Management and general expenses 0. Fundraising expenses 0. Total expenses 10,021,174. Billing fees: program service expenses 4,086,928. Management and general expenses 0. Fundraising expenses 0. Total expenses 4,086,928. Recruitment: program service expenses 275,875. Management and general expenses 11,963. Fundraising expenses 0. Total expenses 287,838. Consulting: program service expenses 10,849. Management and general expenses 101,033. Fundraising expenses 0. Total expenses 111,882. Other: program service expenses 356,527. Management and general expenses 133,614. Fundraising expenses 0. Total expenses 490,141.”

“Support from hospital member for cash flow - reason for no fund balance at end of year 47,196,760.”