Montage Medical Group

“Cypress healthcare is a professional physician management company. When the former executive director left, cypress healthcare assumed some of the responsibilities of the ed.”

“Montage health is the sole corporate member of montage medical group.”

“Montage health has the right to elect and appoint the directors of montage medical group.”

“The following governance decisions are reserved for montage health: (a) the merger, consolidation or dissolution of the corporation; (b) the amendment or restatement of the articles of incorporation or the bylaws of the corporation; (c) the aggregate borrowing for any purpose of an amount in excess of a dollar amount to be established by montage health from time to time. For purposes of this subsection, aggregate borrowing includes, but is not limited to, lease agreements and contracts of sale or purchase; (d) the purchase, sale, lease, disposition, exchange, gift, pledge or encumbrance of any asset, real or personal, of the corporation with a value in excess of a dollar amount to be established by montage health from time to time; (e) the approval of any transaction of the corporation in which a director or officer of the corporation has a material financial interest; (f) the appointment of legal counsel and auditors for the corporation; (g) the appointment of the audit committee for the corporation; (h) the establishment of long range goals, plans and strategies for the corporation; (i) the appointment or removal of the president/chief executive officer of the corporation; (j) the approval of the exact number of authorized directors within the variable range established pursuant to section 2 of article iv of these bylaws; and (k) the filling of any vacancy on the board of directors, including, without limitation, any vacancy created by the removal of a director.”

“The cfo and vp finance is responsible for reviewing the form 990 before filing. Electronic copies are sent to all board members for review prior to filing.”

“The conflict of interest policy requires that all directors, executive officers, or any other key employee with a material financial interest in a transaction must disclose such material financial interest or potential for an excess benefit transaction to the board of trustees. The board shall determine whether a conflict exists and in the case of an existing conflict, whether the contemplated transaction may be authorized as just, fair, and reasonable. If a conflict is deemed to exist, the interested person must recuse themselves from participating in any consideration or decision related to the transaction. Such disclosure and abstention from a vote will be made part of the record of the board's meetings. The decision of the board on these matters will rest in their sole discretion, and their concern must be the welfare of the organization and the advancement of its purpose.”

“A related organization has a compensation committee of the board of trustees that reviews and approves the officers' compensation. A consulting firm is engaged to provide comparable data.”

“The organization makes its financial statements available to the public by request.”