Hamotcole Ventures Inc

“Business relationships: the following officers and directors are employed by upmc cole, a related organization: - edward pitchford, president & ceo - ron rapp, vp of finance - michael callahan, do, physician/director - jason tronetti, do, physician/director - christan caramia, md, physician/director - janie hilfiger, president and ceo”

“Members: charles cole memorial hospital, also known as "upmc cole", a federally tax exempt 501(c)(3) nonprofit corporation, is the sole member of hamotcole ventures, inc. Other than the ex-officio director, directors shall be elected by the sole member, provided that such election shall be subject to the further approval of upmc, which approval shall not be unreasonably withheld. Any vacancy on the board which results from a resolution to increase the number of directors shall be filled by an election by the upmc cole board of directors. The member shall have the following rights and powers: during the integration period, the decisions and actions specified in paragraphs (i) - (viii) below shall require the approval of both the member and upmc. Such decisions and actions may not be taken by the corporation without the separate concurrence of the member and upmc. The member and upmc shall together have the power and authority to make any such decisions and initiate and implement any such actions (and they may, but need not seek, the concurrence or approval of the board of the corporation). (i) approval of operating and capital budgets of the corporation; (ii) entering into new or materially changing existing joint venture arrangements of the corporation; (iii) approval of the terms of any management arrangements with an unrelated third party; (iv) any change in the corporate structure of the corporation; (v) the sale, lease, transfer or joint venture, whether within the system or external thereto, involving substantially all of the assets of the corporation; (vi) the merger, consolidation, divestiture or dissolution of the corporation; (vii) any amendment of the articles of incorporation or the bylaws of the corporation; (viii) sale of any real estate of the corporation; if the member and upmc fail to agree on any of the above matters, the process described in section 10.8 of the integration agreement will be followed. At the conclusion of the integration period, the power to make decisions with respect to those matters described above, shall vest exclusively with upmc, except as expressly limited by sections 10.1-10.9 of the integration agreement. The member and upmc may look to the board of directors to provide governance and oversight with respect to matters which may include developing and implementing the goals and objectives of the corporation in the four key areas of (1) quality performance; (2) financial performance; (3) planning performance; and (4) governance performance.”

“Form 990 review process: the form 990 is prepared by an independent accounting firm based on information supplied by upmc cole. The draft 990 is then reviewed by the finance department. It is then then posted to an online portal for the board of directors prior to filing.”

“Monitoring compliance with conflict of interest policy: members of the board of directors; board committees; management employees; are covered under the conflict of interest policy and are required to complete a conflict of interest statement annually. The levels at which actual conflicts are reviewed are the compliance officer and governance committee of the board of directors and/or president and senior executive. Restrictions include: a member of the board/board committee must disclose the existence of his/her financial interest after which a determination of conflict of interest will be made. A voting member of the board of directors or a voting member of any committee whose scope of responsibilities includes compensation, directly or indirectly, is precluded from voting on matters pertaining to that member's compensation. A management employee, or a medical staff member with administrative responsibilities must disclose to the senior leader the existence of the financial interest and all related material facts. Additionally, the bylaws state that any member, director, officer, or committee member having an existing or potential interest in a contract or other transaction shall make a prompt, full, and frank disclosure of interest to the board or committee prior to its acting. The body to which such disclosure is made shall determine, by majority vote, whether the disclosure shows that the non-voting and non-participation provisions must be observed. If so, such person shall not vote on, nor use his or her personal influence on, nor participate in the discussions or deliberations with respect to such contract or transaction.”

“Compensation determination: er matthew dean, sr director of compensation upmc partners with e&y and korn ferry annually to conduct a market analysis for ceo's & top 10 executive vp's. The market review is then presented to their executive compensation committee for review and approval.”

“Document availability: the organization's conflict of interest policy and governing documents can be viewed onsite through a written request to the organization's corporate compliance officer. Requests for financial statements and 990's are forwarded to the finance / accounting department and are open for public inspection.”

“Board member compensation: no board members receive any compensation for their director duties. Michael callahan, jason tronetti and christan caramia are compensated by upmc cole, a related organization, as physicians.”

“Other changes in net assets: $251,770 transfer to related party”

“Description:purchased services total fees:45986”