Prima Medical Foundation

“The organization amended its bylaws in 2018; the significant changes to those amendments include: (i) increasing the number of voting members of the board of directors from "10" to "12-14", and (ii) providing that the medical staff of marin healthcare district medical care centers shall have the power to appoint 2 members of the board of directors who are marin healthcare district medical care center-based physicians.”

“The organization has one sole member (by definition of the bylaws), marinhealth medical center. The form 990 instructions also define "member" as any person (including a corporation) with the power to appoint members of the governing body. As such, the organization has two additional members: prima medical group and marin healthcare medical care center.”

“The organization's sole member (by definition of the bylaws), marinhealth medical center, has the power to select 10 of the voting directors, which are selected as follows: 5 of the appointed directors are persons who are not employees of marinhealth medical center and are selected by marinhealth medical center from candidates identified by the nominating committee of marinhealth medical network; the additional 5 appointed directors may be employees of marinhealth medical center and are selected by marinhealth medical center without any nomination process. In addition, prima medical group has the power to appoint 2 directors, who are full-time physician employees of prima medical group. Lastly, the medical staff of marin healthcare district medical care centers also has the power to appoint 2 directors who are marin healthcare district medical care center-based physicians.”

“The board of marinhealth medical network shall not, without prior written approval of the marinhealth medical center (the organization's sole member, per the bylaws), perform or commit or authorize or direct any officer of marinhealth medical network 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 marinhealth medical network'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 marinhealth medical network's articles of incorporation or bylaws; (vi) borrow money in the name of marinhealth medical network or utilize property (real or personal) owned by marinhealth medical network 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 marinhealth medical network 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 marinhealth medical network or enter into any contract or incur any liabilities on behalf of marinhealth medical network 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 marinhealth medical network or adopt material changes thereto; and (xi) any other action that could reasonably be expected to have a material adverse effect on the 501(c)(3) status or tax-exempt bonds of marinhealth medical network or marinhealth medical center.”

“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 interim controller, cfo, and ceo of marin general hospital (dba marinhealth medical center), 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. Compensation for other officers and key employees of the organization is set by the ceo, utilizing market comparability data.”

“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 20,823,549. Management and general expenses 1,246,188. Fundraising expenses 0. Total expenses 22,069,737. Recruiting and temporary agency fees: program service expenses 519,035. Management and general expenses 0. Fundraising expenses 0. Total expenses 519,035. 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 246,837. Fundraising expenses 0. Total expenses 246,837.”