Valley Physician Servcies Inc.

“The organization is included in consolidated bylaws for valley health system, inc., the valley hospital, inc., and valley physician services, inc. In april 2020, the bylaws were amended to include an article for crisis standards of care (csc) and amendments to the bylaws during csc due to a pervasive or catastrophic disaster (i.e. The covid-19 pandemic). The crisis standard of care bylaws provisions include the following during the csc: the permitted number of trustees was amended to be no fewer than nine. The executive committee was allowed to act on behalf of the full board until the board is able to act or otherwise exercise its powers. The board delegates final approval of medical staff privileges to the president & ceo of the hospital. The board empowers management to change policies and procedures as it deems necessary. The executive committee of the medical staff delegates approval medical staff privilege changes and temporary privileges to the president of the medical staff or designee.”

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

“The organization's sole member reserves the right to nominate, elect, remove, and approve the election of the trustees of the organization.”

“The following decisions of the organization are reserved to the organization's sole member to determine the number of trustees on the board to amend, revise or restate the corporation's certificate of incorporation and bylaws, and to approve all amendments or revisions to the corporation's certificate of incorporation and bylaws that may be proposed or approved by the board before they become effective; to adopt or change the mission, purpose, philosophy or objectives of the corporation; to change the legal structure of the corporation; to commit to add or the addition of another hospital or health system to the corporation; to dissolve, divide, convert or liquidate the corporation, to consolidate or merge the corporation with another corporation or entity, to sell all or substantially all of the assets of the corporation, to cause the corporation to acquire substantially all of the assets of another corporation or entity, and to approve any of the foregoing actions that are recommended by the board before such action becomes effective; to approve the annual capital and operating budgets of the corporation and any amendments thereto; to initiate and to approve the incurrence of debt by the corporation or to implement any financing strategy, including without limitation in connection with any debt issuance, capital or operating leasing transactions, and taxable and nontaxable financings; to approve the incurrence of debt by the corporation in excess of those thresholds established by the board, if such incurrence of debt is not included in the corporation's approved budgets, whether in a single transaction or a series of related transactions; to cause or direct the corporation to pay, loan or otherwise transfer such funds as are necessary to pay any outstanding indebtedness obligations, including but not limited to borrowings, guaranties, non-recourse indebtedness, leases, and derivative instruments, created or approved by the corporation; to exercise such oversight, including initiating action or approving action by the corporation, over the management, policies, disposition or encumbrance of assets, including real or personal property, of the corporation to cause or ensure compliance with terms and conditions of indebtedness obligations and financial relationships related in any manner to such indebtedness; to approve the capital expenditures by the corporation in excess of those thresholds established by the board, if such capital expenditures are not included in the corporation's approved budgets, whether in a single transaction or a series of related transactions; to approve any donation or any other transfer of the corporation's assets, other than to an affiliated entity, in excess of an amount equal to or greater than the thresholds established by the board for such corporation, unless specifically authorized in the corporation's approved budgets; to select and appoint auditors of the corporation; to initiate and approve strategic plans and mission statements of the corporation; to initiate and approve investment policies and capital campaigns of the corporation; to initiate and approve the closure or relocation of a licensed health care facility of the corporation; to initiate and approve the formation of subsidiaries of the corporation; to approve the corporation's acquisition of controlling interests in organizations or businesses outside of the corporation's approved strategic plan; to the extent not expressly set forth above, to direct or require the corporation to take any other lawful acts or actions with respect to the corporation's business, affairs, management, properties or activities that the sole member may direct.”

“Valley physician services 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 form 990 is prepared, it is submitted to management and the audit committee for review. Any comments are summarized and provided to the director of finance. Each issue is documented and addressed until the return is finalized and approved by the audit committee for filing with the internal revenue service. Before filing, the form 990 is made available for the board's review, by hard copy and or electronic copy.”

“The organization's board is a shared board with the valley health system. The valley health system has developed a compensation plan, which governs the compensation for all executives, including the ceo and vice presidents of the organization. The plan was developed in conjunction with a consulting firm, reviewed by the physician leadership council and approved by the board of trustees and the valley health system physician compensation committee. On an annual basis, the plan is reviewed and updated as needed. The compensation is contemporaneously documented and the process was last undertaken in 2020.”

“Vps makes its form 990, financial statements, form 1023, conflict of interest policy and governing documents available upon written request.”

“Valley hospital contracted services: program service expenses 0. Management and general expenses 8,973,833. Fundraising expenses 0. Total expenses 8,973,833. Temporary help: program service expenses 219,351. Management and general expenses 16,061. Fundraising expenses 0. Total expenses 235,412. Collection agency: program service expenses 19,518. Management and general expenses 10,575. Fundraising expenses 0. Total expenses 30,093. Billing expenses: program service expenses 687,023. Management and general expenses 372,220. Fundraising expenses 0. Total expenses 1,059,243. Medical services: program service expenses 81,120. Management and general expenses 43,950. Fundraising expenses 0. Total expenses 125,070. Consulting: program service expenses 635,346. Management and general expenses 344,222. Fundraising expenses 0. Total expenses 979,568. Dictation services: program service expenses 5,943. Management and general expenses 3,220. Fundraising expenses 0. Total expenses 9,163. Contracted services: program service expenses 458,161. Management and general expenses 250,472. Fundraising expenses 0. Total expenses 708,633.”

“Change in assets held by foundation -253,865.”

“The audit committee is responsible for selecting an independent accountant and for the oversignt of the audit. This process has not changed from the prior year.”