St Luke'S Physician Network Inc

“During the year, the organization amended its articles and bylaws. A summary of the significant changes follows: articles of incorporation: 1. The number of board directors shall be governed by the corporate bylaws, but be no less than three (3). Bylaws: 1. Article 1.4.c. Was amended to state that, upon dissolution, and after distributing assets to st. Luke's health care (if in existence as a 501(c)(3) organization), the assets would then be distributed to "such organizations in polk county, north carolina having a health care or health and wellness purposes substantially similar to those of the corporation...." 2. Article 2.3.2 was amended to provide for the election of directors to two (2) additional three (3) year terms, not to exceed 9 consecutive years. The chief of the medical staff is not subject to those limitations. 3. Article 2.3.3. Now requires director attendance at two-thirds of the regular meetings of the board (not including absences excused by the chairperson). 4. Article 2.3.5.1 now states that a director that fails the attendance requirement of article 2.3.3 shall be automatically remove by the board unless the director asks the board to excuse some or all of the unexcused absences and the board approves the excused absences. 5. Article 2.4.6 now indicates that the chief of medical staff of the hospital and the chairperson of the foundation board shall be counted in the total number of board members required to establish a quorum (but directors who have a conflict of interest and cannot vote shall not be counted toward the quorum). 6. Article iv was amended to provide more definition about the roles of the board, and to allow for the appointment of more officers beyond the chairperson, vice-chairperson, secretary and treasurer (as the board deems necessary). 7. Articles 4.2 states that each officer serves for a one year term, or until a successor is elected. No officers may serve more than three consecutive years in the same office.”

“The sole member of the organization is st. Luke's health care, inc., a section 501(c)(3) north carolina organization.”

“St. Luke's physician network's board is appointed by the board of directors of st. Luke's health care, inc. (the sole member of st. Luke's physician network).”

“St. Luke's health care, the sole member of st. Luke's physician network, has the following powers: 1. To merge, consolidate, or sell substantially all of the assets of the corporation; 2. To acquire or create another corporation; 3. To approve all amendments to the articles of incorporatin and bylaws of the corporation; 4. To grant permission to dissolve this corporation; and 5. To appoint the members of the corporation's board of directors.”

“A copy of the form 990 will be made available to each voting board member for review prior to a request for a vote. After the board members have had an opportunity to review and all questions have been answered satisfactorily, the board will be asked to vote to approve for submission.”

“Officers, directors, and key employees are required to sign a confllict of interest statement upon hire or appointment. Any director, officer, committee member or employee department head having a conflict of interest in a contract or the transaction presented to the board or a board committee for authorization, approval, or ratification shall make a prompt, full and frank disclosure of his/her interest to the board or board committee prior to its acting on such contract or transaction. Such disclosure shall include any relevant and material facts, known to such person, about the contract or transaction that might reasonably be construed to be adverse to the corporation's interest. A director, committee member, officer of the board or corporation or employee department head who has a direct or indirect interest in any transaction presented to this board or a board committee shall disclose his or her interest and shall absent himself or herself from all discussion of and any vote upon such matter. A conflict of interest transaction must be authorized, approved or ratified by the affirmative vote of a majority of the directors or committee members who have no direct or indirect interest in the transaction and to whom the material facts of the transaction and of any person's interest in the transaction were disclosed or known. If a majority of the members who have no direct or indirect interest in the transaction vote to authorize, approve or ratify the transaction, a quorum is present for the purpose of taking such action.”

“Compensation for key teammates goes through a review process. For providers, fmv and local market conditions are taken into consideration to determine the appropriate compensation. Atrium health has an approved compensation committee that retains independent experts to design complete compensation packages. The compensation committee reviews comparability data, reviews executive officers' performance and recommendations for senior officers. Executive compensation is approved and an official report is given to the board along with documentation in the minutes of meetings.”

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

“Photocopies of the organization's governing documents, conflict of interest policy, and financial statements are available upon written request at the organization's administrative office.”

“During the year, the organization opened up a urology clinic and moved the general surgery clinic into the provider based rural health care clinic, foothills.”