Virginia Tech Carilion School of Medicine Inc

“By a majority vote of the directors in office, the board of directors may designate an executive committee consisting of at least five directors, one of whom shall be a class c director. At all times, apart from the chairman of the executive committee, there shall be an equal number of class a and class b directors as the other members of the executive committee. The class a and class b vice chairmen of the board may designate one or more of their respective class directors as alternate class a or b members of the executive committee, who may replace any absent or disqualified class a or b member at any meeting of the committee upon the request of the respective class a or class b vice-chairman of the board. Except as otherwise required by law or these bylaws, the executive committee shall have such authority as the board of directors shall grant to it for the management of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers that may require it. The executive committee shall keep regular minutes of its proceedings and shall report the same to the board of directors when required. Vacancies in the executive committee shall be filled by the class a or class b vice chairman of the board (for their respective class directors).”

“The bylaws state that two organization each appoint four board members. Virginia tech appoints four members of the board of directors. Carilion appoints four members of the board of directors.”

“The accounting director and the dean and cfo review the return. The full board receives a copy of the draft and final returns. Board members will advise management of any concerns or changes which need to be made.”

“Annually board members and key employees are provided training on the conflicts of interest policy and they sign a disclosure statement. Those statements are reviewed by the finance and audit committee of the board of directors to determine whether or not an actual or perceived conflict exists. Upon their determination and recommendation, individual board members recuse themselves from voting on business decisions on a case-by-case basis. If it is determined that the conflict is so broad in scope so as to preclude meaningful participation in the oversight and policy development of the school, board members are asked to resign, or may be removed for cause. The following persons are covered under this policy: board of directors, the president, the secretary, the treasurer, the chief financial officer, all senior/associate/assistant deans, chairs of departments, and all personnel with purchasing authority. Where a conflict exists, the individual must obtain the signature of a corporate officer to approve a transaction.”

“Base salaries are set using national benchmarks from the association of academic medical centers (aamc) and the college university professionals (cupa) data. A market review is conducted on an annual basis by carilion clinic's human resources dept. Donna littlepage, cfo and board treasurer is not compensated for being the cfo of virginia tech carilion school of medicine.”

“Not available for public inspection”

“Per virginia tech carilion school of medicine's (the organization) articles of incorporation and bylaws they do not have members. However, virginia tech and carilion clinic (carilion) both have the power to appoint two board members to the organization's board. Carilion, virginia polytechnic institute and state university (virginia tech) and the virginia tech foundation, inc. (foundation) entered into a memorandum of understanding (mou) which served as the governing document for the organization and the virginia tech carilion research institute (vtcri). The mou indicates the organization's board is structured so that its operations would not be controlled either by virginia tech or carilion or the two jointly.”

“The process of financial statement review and oversight has not changed from the prior year.”

“All form 1099's for virginia tech carilion school of medicine are filed by carilion clinic.”