Medquarter Inc

“The board of directors, designated an executive committee, which shall consist of the officers of the board of directors, shall have and exercise the authority of the board of directors in the governance of the corporation, except that the committee shall not have the authority to: 1. Amend, alter or repeal the bylaws 2. Amend the articles of incorporation 3. Adopt a plan of merger or consolidation with another corporation or association 4. Recommend to the directors or members the sale, lease, exchange or other disposition of all or substantially all of the property and assets of the organization 5. Recommending to the directors or members the voluntary dissolution of the organization or a revocation thereof 6. Adopt a plan for the distribution of the assets of the organization 7. Amend, alter or repeal any resolution of the board of directors”

“The organization's executive director, philip wasta, is an employee of the cedar rapids metro economic alliance (ea), an unrelated irc sec. 501(c)(6) entity. The organization does not pay the executive director or the ea for the time the executive director spends working on medquarter responsibilities. Approximately 25% of the executive director's overall time is spent on medquarter responsibilities including but not limited to planning and executing budgets and financial operations.”

“The organization has one class of member, referred to as the initial members in the governing documents. The initial members are st. Luke's methodist hospital (st. Luke's) and mercy medical center, cedar rapids (mercy). St. Luke's and mercy are both irc sec. 501(c)(3) public charities.”

“St. Luke's and mercy are each entitled to appoint one voting board member. St. Luke's and mercy are also jointly responsible for appointing additional voting board members as they deem necessary. No single member has the authority to elect, appoint or approve a majority of the voting board members.”

“The following actions require approval from st. Luke's and mercy: 1. Determination of the exact number of board members 2. Addition of any member 3. Merger 4. Sale of all or substantially all of the assets of the organization 5. Dissolution 6. Amendment or repeal of the bylaws if either initial member resigns, withdrawals or is otherwise removed this shall cause a mandatory dissolution of the organization.”

“The form 990 is prepared by an independent accounting firm. A complete draft is provided to all board members for review prior to filing. If applicable any questions, responses or changes will be communicated to all board members prior to filing.”

“The conflict of interest policy applies to the members and the board of directors of the organization. A conflict of interest transaction is reported to the members or to the board, if it arises, in order to determine whether a potential conflict is an actual conflict. The members or board also have the authority to approve or reject the conflicted transaction via a majority vote as outlined in the bylaws; in order to approve it is required that a determination be made that the transaction would be fair to the organization. Any vote cast by a member or board director in conflict is considered invalid for purposes of this vote.”

“The executive director receives compensation from ea, an unrelated irc sec. 501(c)(6) organization, for services rendered to medquarter. The ea relies on the cedar rapids medical self-sustaining municipal improvement district (ssmid) to review the executive director's compensation. The ssmid's compensation review process consists of independent individuals using relevant comparability data to determine reasonable compensation. The ssmid uses written employee contracts. The process and final determinations are documented by the ssmid in their employee files. This process was last completed in 2017. Form 990, part vi, section b, line 15b: no other compensated individual meets the irs definition of officer or key employee.”

“The organization does not make their governing documents, conflict of interest policy or financial statements available to the general public.”