Community Emergency Medical Service Inc

“The membership of the corporation consists of one class and the sole member of the corporation is beaumont health, a tax exempt corporation.”

“Beaumont health is the parent corporation and sole member of botsford general hospital, which is the sole member of bh grand river southfield, inc. Beaumont health has the power to add new or additional members per article iii, section 4.03 of the articles of incorporation.”

“The governing body of this entity has full authority to govern the affairs of the organization, except for powers which are reserved to beaumont health or botsford general hospital per article iii, section 3.03 and 3.04 of the articles of incorporation. Reserved powers include amending, modifying or repealing the articles of incorporation or bylaws; merger, consolidation or affiliation of the corporation with another entity; voluntary dissolution of the corporation; new or additional members to the membership of the corporation; change in the voting powers of the members; sale, exchange, lease, transfer or mortgage any real property of the corporation in excess of $1 million; discontinue or make material modification to a major activity, program or service of the corporation; adopt a budget which would result in a deficit from operations; strategic and long-range plans, create long term obligations of the corporation where the principal exceeds 25% of the value of the net assets of the corporation.”

“Board of directors 1. Conflicts of interest must be disclosed to other members of the board of directors and board of directors members must not vote or use personal influence on any matter in which the director has a conflict of interest. 2. A person having a financial interest in a proposed transaction or arrangement may make a presentation at a meeting of the board of directors or committee considering that transaction or arrangement, but after that presentation he or she shall leave the meeting during discussion and voting on that proposed transaction or arrangement. The person having the financial interest shall not be counted in determining whether a quorum is present. 3. The chairperson of the board of directors or committee shall, if appropriate, appoint a disinterested person or committee (including outside advisors) to investigate alternatives to the proposed transaction or arrangement, and to advise whether the proposed transaction or arrangement is in the organization's best interest. 4. The board of directors or committee shall exercise due diligence to determine whether the organization can, with reasonable efforts, obtain a more advantageous transaction or arrangement that would not give rise to a conflict of interest. 5. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board of directors or committee shall determine by a majority vote of the disinterested directors and members whether the proposed transaction or arrangement is in the organization's best interest and for its own benefit and whether the transaction is fair and reasonable to the organization, and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination. 6. The minutes of the meetings of the board of directors and all of the organization's committees shall set forth: a) the names of the persons who disclosed a financial interest in a proposed transaction or arrangement involving the organization or any of its subsidiaries and the nature of the financial interest; and b) the names of the persons who were present for discussions and votes relating to such transaction or arrangement, including any discussion of alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with that matter. The votes of individual members need not be recorded unless otherwise directed by the board of directors or committee. 7. There is an ongoing requirement that members of the board of directors complete another disclosure questionnaire at any point during his/her tenure on the board of directors when a new potential conflict of interest arises. If a member of the board of directors completes a disclosure questionnaire as a result of a new potential conflict of interest, that disclosure questionnaire is submitted to the legal and compliance departments for review. Management 1. Upon acceptance of an employment offer, each member of management completes a conflict-of-interest disclosure questionnaire. A copy of the member of management's disclosure questionnaire is sent to the compliance department. A copy of the member of management's disclosure is reviewed by the coi team and escalated to the coi committee if necessary. 2. Annually, each member of management completes an annual conflict of interest disclosure questionnaire electronically. The disclosure questionnaire is reviewed by the legal and compliance departments. 3. There is an ongoing requirement that members of management complete another disclosure questionnaire at any point during his/her employment when a new potential conflict of interest arises. If a member of management completes a disclosure questionnaire as a result of a new potential conflict of interest, that disclosure questionnaire is submitted to the legal and compliance departments. 4. The legal and compliance departments, in consultation”

“The organization's articles of incorporation have been provided to the state of michigan and are available to the public on the state's website. The organization's bylaws and internal policies are generally not made available to the public.”

“Certain board members are employed by a related organization. Compensation reported in part vii, section a, column e is for services performed for the related organization, not the filing organization.”

“There has been no change in the oversight or selection process since prior year.”