Michigan Primary Care Consortium

“Management of organization was contracted to michigan health council.”

“The consortium had 80 members. All members had equal rights.”

“Member organizations have the opportunity each year to nominate member representatives to fill any expiring or new positions on the board or directors. Each member organization may submit one ballot for the annual election of directors.”

“The annual election of members to the board of directors and by-law amendments are subject to approval by the consortium's members. Proposed by-law amendments must be ratified by a two-thirds vote of the membership.”

“Form 990 is provided to the executive director and board of directors for review and approval prior to being filed.”

“The consortium regularly and consistently monitors and enforces the conflict of interest policy by requiring interested persons to disclose any material situation in which they (including their business or other non- profit affiliations), family and/or significant other, employer, or close associates are in a position to exploit a professional or official capacity in some way for their personal or corporate benefit. Procedures for addressing a conflict of interest include: a) interested persons may make presentations, but shall leave the meeting while the decision is made on the conflict of interest b) the chair shall (if appropriate) appoint a disinterested person to investigate alternatives c) after exercising due diligence the board of directors shall determine if the consortium can obtain a more advantageous transaction or arrangement from a person that would not give rise to a conflict of interest d) if a more advantageous transaction is not possible, the board of directors, by majority vote of the disinterested members, will determine if the transaction or arrangement is in the consortium's best interest.”

“The by-laws, conflict of interest policy, and board of directors meeting minutes are available on the consortiums website. Other governing documents are made available to the public upon request,”

“Financial statements are audited as part of management company annual audit. Finance committee of management company selects auditor and reviews audit results.”