Valley Physician Servcies Inc.

“The following changes were made to the by-laws: 1) deleted provisions contained in the certificate of incorporation as duplicative. 2) article iii, section 3.2, election: changed number of trustees to 11 to 21. 3) article iii, section 3.10, quorumn: clarified quorum requirements. 4) added article iv, section 4.10 entitled "president and the chief physician executive/chief medical officer" 5) added artucke vi, section 6.1 entitled "physician leadership council" 6) changed standing committees at section 7.3”

“The organization is a membership corporation. The sole member of the organization shall be parent.”

“The parent board shall have the right to approve the slate of nominees for trustees and/or to determine and submit a substitute slate of nominees pursuant to the provisions of section 3.3 of the by-laws.”

“The following governance decisions are reserved and/or subject to approval of the parent board: 1) strategic actions 2) major corporate decisions 3) any single expenditure greater than five percent of the annual operating budget 4) selection of auditors 5) appointment and removal of the chief physician executive/cmo and the president of the group 6) major corporate decisions regarding the incurrence of debt in excess of five percent of the operating budget”

“Vmp has its form 990 prepared by an outside accounting firm and has established the following review process to ensure that the information reported is complete and accurate. When the from 990 is prepared, reviewed by management and is ready to be filed with the internal revenue service, its submitted, by hard copy, to members of the organizations governing body's finance committee for review and comments prior to its submission. Any comments are summarized and provided to the individual in charge. Each issue is documented and addressed until the return is finalized and approved for filing.”

“Valley physician services, inc. Has a conflict of interest policy that applies to all of the members of management and board members. Annually, the board mandates that all members of management and the governing body sign a conflict of interest policy and disclose any potential or actual conflicts of interest that may exist annually. If a conflict of interest exists the organization will notify members of management or the governing body and investigate the conflict. If it is determined that an actual conflict of interest exists, the member of management or the governing body will be notified immediately and will not be allowed to vote or be part of any decisions about such transactions. This process is documented in the minutes of the board meetings.”

“Vps has established a policy for compensation of its officers, top management and key employees. The policy mandates that compensation for its officers, top management and key employees, be periodically reviewed by the executive compensation committee of the board of trustees free of any members with conflicts of interest related thereto. The committee determines that the executives are being paid an appropriate level of compensation by using comparative data for similarly qualified persons in functionally comparable positions at similarly situated organizations. Compensation decision on the amount of compensation paid and term is adequately documented in a contemporaneously written format. This process was last undertaken in 2013.”

“Vps makes its form 990 available for public inspection as required under section 6104 of the internal revenue code by posting it on guidestar.com and other similar types of websites. In addition to form 990 the financial statements, form 1023 and conflict of interest policy are available upon written request at 223 north van dien ave, ridgewood, nj 07450.”

“Transfer from affiliates 32,398,591. Equity loss on investment -814,987. Change in prior year allowance and reimbursement estimates 271,643. Assets contributed on merger 3,564,243.”

“The process for selecting an independent accountant and establishing a committee that assumes responsibility for oversight of the audit has not changed from prior years.”