Indiana University Health Laporte Physicians

“Indiana University Health LaPorte Hospital, Inc. (IUHLH) is the sole member of Indiana University Health LaPorte Physicians, Inc. (IUHLP). The Board of Directors of IUHLP shall consist of not more than seventeen (17) persons who shall be selected in the following manner: (a) The following persons shall serve as members of the Board of Directors ex-officio: 1. The Vice Chairperson of IUHLH Board of Directors; 2. The Chief Executive Officer and President of IUHLH; and 3. A member of the IUHLH Board of Directors shall be selected annually by the IUHLH Board of Directors who shall not be affiliated with or employed by IUHLH or IUHLP. 4. Person designated by the Chief Executive Officer and President of IUHLH as the administrator responsible for the day-to-day operations of IUHLP (the "Manager"). (b) Four (4) Directors shall be employed IUHLP physicians selected by the IUHLP physicians' organization subject to the approval of the IUHLP and IUHLH Boards of Directors. (Added 10/22/05) (c) The remaining directors shall be individuals who are not employed by, or receive compensation from IUHLP or IUHLH ("Community Directors"). Such Community Directors shall comprise a majority of the membership of the Board of Directors. A list of prospective nominees to be elected to serve as Community Directors shall be prepared by the IUHLP Nominating Committee consisting of the IUHLP Chairperson, the Manager of IUHLP, the Chief Executive Officer/President of IUHLH, and the Chairperson of the IUHLH Executive/Finance Committee or its Special Nominating Committee. This list shall then be submitted to the IUHLP Board of Directors for its approval, and then, if so approved, be forwarded to the IUHLH Board of Directors as a recommendation of individuals to be nominated to serve on the IUHLP Board of Directors. (d) Those community directors selected by the IUHLH Board shall serve for terms not to exceed three (3) years, or until the election and qualification of their successor, whichever occurs first. The employed directors, except for the Manager of IUHLP and the IUHLP Chief Executive Officer and President of IUHLH, shall serve for terms of two (2) years. Any vacancies on the Board of Directors are to be filled by the action of the IUHLH Board described in Article III, Section 1, Paragraph c, as to Community Directors, and by the IUHLP Physicians as to Employed IUHLP Physicians. The Directors shall conform to the conflict of interest policy adopted by IUHLH. The CEO of IUHLH shall select and appoint a competent executive who shall be its representative in the management of IUHLP and who shall be designated by the title of "Manager". The Manager shall be given the necessary authority and responsibility to operate IUHLP in all its activities and departments, subject only to such policies as may be issued by Board or by IUHLH. By virtue of his or her office, the Manager serves as a voting member of the Board of Directors. The Board will be accountable to the IUHLH Board of Directors for the effective and efficient operation of IUHLP. The Board shall have primary responsibility for compliance with all necessary licensures and accreditation standards, assuring that the care, services and products are uniformly high, and that such care, services and products are provided efficiently and effectively. The Board will monitor the overall performance of IUHLP and help to assure its ongoing vitality and viability. Operating policies and procedures and relationships with other physician groups are also the province of the IUHLP Board. Amendments to these Bylaws may be recommended to the IUHLH Board by affirmative vote of a two-thirds (2/3) majority of the Board members present, at the annual meeting or any regular meeting or any special meeting of IUHLP, provided that a full presentation of such proposed amendments shall have been published in the notice calling the meeting. Notice of the meeting shall be in accordance with the provision of Article III, Section 6 of”

“After the return is prepared by an outside public accounting firm, the 990 is reviewed by the cfo. After the cfo approves the form 990, a finalized complete form 990 is made available to each board member on a protected intranet site prior to filing the form with the irs. Each member is informed of the availability of the tax department to answer any questions.”

“IUHLP Representative at the level of Manager or above is required to complete a questionnaire each year. An IUHLP Representative must supplement a Questionnaire in writing if, after completion of the original Questionnaire, a situation arises, or may reasonably be expected to arise, that would change any answer or information on the original Questionnaire if the situation had existed or been anticipated at the time of the completion of the original Questionnaire. The key employees, physicians, officers, directors and trustees questionnaires are forwarded to Administration where they are logged and tracked for compliance. The completed forms are forwarded to legal counsel for review. The legal counsel advises if conflicts arise for members on certain issues, those members do not participate in the discussion and do not vote on the issue. The summary of board conflicts is reviewed with the full board at their first board meeting of the year. The summaries of manager and physician conflicts are reviewed with the CEO and Board Chairman.”

“Multiple salary surveys and market analyses are completed by IUHLH human resources department. Their findings are presented to the IUHLH Transaction and Compensation committee for review and approval of which are documented in the minutes. This process is used for IUHLH CEO who is also the CEO of IUHLP.”

“Copies of the 990, Governing documents, conflict of interest statements, IUHLP board of director listing, and financial statements are available to the public from IUHLP Administration upon request.”

“All expenses are paid directly by IU Health LaPorte Hospital, Inc. and reimbursed by IU Health LaPorte Physicians, Inc. IU Health LaPorte Hospital, Inc. manages all required IRS reporting in regards to 1099s for independent contractors.”

“A $20,724,174 net adjustment was made to fund balance to eliminate intercompany balances between Indiana University Health LaPorte Hospital, Inc. and Indiana University Health LaPorte Physicians, Inc.”