Prima Medical Foundation

“The organization has one sole member, marin general hospital (mgh).”

“The organization's sole member, mgh, has the power to select 8 of the 10 voting directors, which are selected as follows: 4 of the member appointed directors are persons who are not employees of mgh and are selected by mgh from candidates identified by the nominating committee of prima medical foundation; the additional 4 member appointed directors may be employees of mgh and are selected by mgh without any nomination process.”

“The board of pmf shall not, without prior written approval of the member, perform or commit or authorize or direct any officer of pmf to perform or commit any of the following actions: (i) file for bankruptcy, make a general assignment for the benefit of creditors, or take any similar action; (ii) make any material change in the nature of the pmf's business; (iii) sell, exchange, or otherwise dispose of any assets outside the ordinary course of business; (iv) engage in any dissolution, liquidation, merger, consolidation, conversion, or reorganization or issue any corporate members; (v) amend pmf's article's of incorporation or bylaws; (vi) borrow money in the name of pmf or utilize property (real or personal) owned by pmf as security for such loans; (vii) enter into a management agreement with any person or entity pursuant to which it would reasonable be interpreted that pmf is transferring management control of its operations to a third party; (viii) acquire, purchase, develop, improve, sell, lease, or mortgage any corporate real estate or any interest therein or enter into any contract for any such purposes; (ix) make any loan, investment, transfer, or disposition of any assets of pmf or enter into any conract or incur any liabilities on behalf of pmf other than for fair consideration and in the ordinary course of business relating to its normal daily operation; (x) establish capital and operating budgets for the foundation or adopt material changes thereto; and (xi) any other action that could reasonably be excpected to have a material adverse effect on the 501(c)(3) status or tax-exempt bonds of pmf or marin general hospital.”

“The form 990 is prepared by an independent accounting firm, in conjunction with the organization's accounting and finance department. A draft of the form 990 is then reviewed by the controller, cfo, and ceo of mgh, the organization's sole member; items are discussed, and appropriate updates and revisions are then made. An electronic copy of the finalized form 990 is sent to all members of the board of directors prior to filing with the internal revenue service.”

“The organization's conflict of interest policy applies to officers, directors, and immediate family members thereof, and requires disclosures to the board of any financial interests in a proposed transaction or agreement. If the board determines that the financial interest is a conflict of interest, the interested director will not be a voting member on the issue in question. The policy requires an annual distribution to officers and directors as well as periodic review as needed.”

“The ceo's compensation is set by the board of directors through negotiations based upon duties and goals. Market comparability data was used to establish parameters of compensation, and the decision regarding the compensation arrangement was contemporaneously documented in the board minutes. Part vi, section b, line 15b has been marked "no", as the organization does not compensate any of its other officers or key employees (per the form 990 definition); these individuals are compensated by marin general hospital, a related organization.”

“Pmf makes its governing documents, conflict of interest policy, and financial statements available for public inspection during regular business hours at its principal office.”

“Lee domanico (ceo of mgh), jon friedenberg (coo of mgh), james mcmanus (cfo of mgh), and mark zielazinski (citio of mgh) are listed as members of the board of prima medical foundation; they are also employed and compensated by marin general hospital (mgh), a related organization. Mgh reports 100% of the individual's compensation from w-2's, which are issued by mgh. They devoted an average of two hours per week to pmf related to their duties associated with serving on the board of directors. The compensation reported on form 990, part vii is related to their services provided to mgh and is unrelated to the average number of hours per week for their duties as a board members.”

“Professional service agreement fees: program service expenses 18,211,034. Management and general expenses 1,297,451. Fundraising expenses 0. Total expenses 19,508,485. Recruiting and temporary agency fees: program service expenses 318,094. Management and general expenses 0. Fundraising expenses 0. Total expenses 318,094. Triage services: program service expenses 40,484. Management and general expenses 0. Fundraising expenses 0. Total expenses 40,484. Other fees for services: program service expenses 0. Management and general expenses 178,633. Fundraising expenses 0. Total expenses 178,633.”