Qsource of Arkansas

“The organization has one member, qsource, a parent sec. 501(c)(3) organization.”

“Qsource of arkansas' board of directors may elect not less than three (3) voting members and not more than eleven (11) voting members. At least one (1) member of the board shall be a consumer and at least one (1) other member of the board shall be a representative of health care providers. The board of directors of the sole member appoints one (1) member of the organization's board.”

“Reserved powers of the sole corporate member: the following actions shall require, and shall not be effective without, the approval of the sole corporate member (qsource): a. Approve the corporation's annual budget or make, commit to make, or fail to make, any capital or operating expenditure which constitutes a variance of $250,000 or more in the aggregate from the corporation's approved annual budget. B. Adopt or make any change to the corporation's executive compensation plan, policies, or compensation model, its physician employment agreement, or compensation of the corporation's executives who are "disqualified persons" under applicable irs rules. C. Enter into, participate in, or create any entity, partnership, joint venture, or affiliate, or enter into any merger, consolidation, dissolution, or liquidation. D. Establish a contracting or service approach in its strategic plan that is inconsistent or in conflict with the sole corporate member's policies or directions, or which would cause the sole corporate member to be in violation of any contract or other legal obligation. E. Incur debt or enter into a loan, security agreement, or installment purchase, except as approved in an annual budget or in accordance with an approved strategic plan. F. Contribute, donate, or transfer cash or other assets without consideration, except as expressly approved in an annual budget or strategic plan. G. Amend the charter or bylaws of the corporation, or change its policies governing conflict of interest, regulatory compliance, billing, collection, or human resource management. H. Appoint or remove a member of the corporation's board other than as expressly permitted by its bylaws, or engage, release, or change the terms of engagement of its auditors or legal counsel. I. Enter into any merger, consolidation, joint venture, or other affiliation with any other entity; dissolve; sell any of its assets other than in the ordinary course of business; acquire the assets, debt, or equity of other entity; or buy or sell real estate.”

“The return is given to the cfo and vp-corporate compliance of the organization's affiliated, nonprofit, public benefit corporation, which is the sole member of the organization, for review. The return is reviewed in consultation with qsource of arkansas' executive director. In addition, a draft of the return is posted to the qsource and the qsource of arkansas board portals, respectively, and a link is emailed to each board member letting them know where it is posted and giving them a deadline by which to send any comments or questions. If no responses or only "no change" responses are received by that deadline then approval is assumed and the tax return is filed. If changes are recommended they will be considered in an executive committee meeting before changes are made and the tax return is filed.”

“The conflict of interest policy is discussed in the bylaws and is contained in the organization's code of business conduct and requires any affected person to disclose any financial interest, as defined in the bylaws, that might be a conflict of interest. If the board has reasonable cause to believe a member has failed to disclose an actual or possible conflict, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.”

“Compensation is reviewed by independent members of the board of directors of the organization's affiliated, nonprofit, public benefit corporation, which is the sole member of the organization. Salary surveys of comparable entities are considered. Documentation regarding the process is retained.”

“The organization makes its governing documents, conflicts of interest policy and financial statements available to the public upon request.”

“Estimate of average hours per week devoted to related organization: craig hofer is cfo of related organization, qsource. He devotes approximately 40.75 hours per week to that organization. Dawn fitzgerald, the ceo, is also the ceo of related organization, qsource. She devotes approximately 42 hours a week to that organization. Each organization bears its share of the costs using a home office allocation formula in accordance with full government cost accounting standards.”

“Financial statements and reporting: the organization did not change its oversight or selection process this year.”