Medstar Inc.

“Article iii- shareholders: as of may 17, 2019, medstar is jointly owned by mclaren health care corporation, henry ford health system, and ascension michigan (33.3 percent owned by each entity). Each own 20,000 shares of common stock. Mhcc owns 20,000 shares of class a, hfhs owns 20,000 shares of class b, and am owns 20,000 shares of class c. The board of directors must be 9 in total, 3 each elected by owners of the three classes of stock.”

“One third of the directors will be elected at the annual meeting of the shareholders by holders of class a common stock. One third of the directors will be elected at the annual meeting of the shareholders by holders of class b common stock. One third of the directors will be elected at the annual meeting of the shareholders by holders of class c common stock. At least one of the directors elected by each class of shareholder shall be representative of the communities served by the corporation and such director cannot be an employee of a shareholder.”

“(a) amend, adopt, alter or repeal the articles of incorporation, certificate of incorporation, or bylaws, or any other action which would change the relative rights of the shareholders of the corporation with respect to those reserved responsibilities or with respect to any distributions from the corporation or its subsidiaries, including those upon dissolution. (b) adopt any strategic or annual operating plan (including operating or capital budgets), or approval of any expenditures above $150,000 not included within an approved plan or budget, other than pursuant to subsection (f), below. (c) encumber, or grant a lien on assets of the corporation or its subsidiaries. (d) incur, assume or guarantee any long-term indebtedness or other borrowings, including any capital leases, or any short-term indebtedness other than short-term indebtedness not in excess of $100,000 and not by its terms to be outstanding for more than sixty (60) days. (e) exchange, abandon or otherwise dispose of fixed assets by means of sale, lease or any other voluntary or involuntary conveyance or transfer of title, which in the aggregate in any fiscal year of the corporation and its subsidiaries exceeds $250,000, except as specifically identified in a budget approved pursuant to the provisions of section 2.2, paragraph 2 of the corporate bylaws. (f) invest in any entity, capital stock or any acquisition of fixed assets by means of purchase, lease or in any other manner resulting in expenditures by the corporation and its subsidiaries which in the aggregate in any fiscal year exceeds $250,000, except as specifically identified in a budget approved pursuant to the provisions of section 2.2, paragraph 2 of the corporate bylaws. (g) authorize, transfer or issue shares of capital stock of the corporation or any subsidiary, or authorize any other type of security having an equity interest or voting rights in the corporation or any subsidiary or authorize any change in the membership of any subsidiary or the corporation. (h) institute by the corporation or any subsidiary a voluntary proceeding seeking protection under federal or state bankruptcy, insolvency or other similar laws. (i) sell, lease, exchange, transfer or otherwise dispose of all or substantially all, of the property and assets of the corporation or any subsidiary, or merge or consolidate the corporation or any subsidiary with another entity. (j) dissolve or reorganize the corporation or any subsidiary. (k) exercise any powers, authority or responsibility required by section 2.2, paragraph 2 to be reserved to the corporation by the articles of incorporation, certificate of incorporation or equivalent organizational documents of entities other than in corporate form of any subsidiary.”

“The form 990 is reviewed by the ceo. The board of directors is provided with a copy of the return before the return is filed with the irs.”

“Organization policy #113 covers discussion of conflicts with external agencies; also policies #104 (compliance plan) and #105 (code of conduct) cover related topics. Officers, directors, and key employees are required to disclose conflicts of interest as they occur, at least annually. This is monitored through discussions with board members, officers, and key employees. Individuals with a conflict of interest would be restricted from speaking or voting on a potential issue. When hiring new employees, the organization has contracted with a 3rd party investigative agency to verify employment information to identify any potential conflicts of interest. Individuals are restricted from working at or for a competitor in the same service area/market.”

“The ceo has an employment contract, which is annually approved by the board of directors. Ceo compensation is also determined by a combination of a review of peer form 990s (reviewed annually) and a compensation survey. In 2018 ghallagher inc. Was hired to conduct the salary survey for the ceo, report, and make recommendations to the executive committee of the board. As a result, a new contract was developed and implemented. The remainder of the management team sets annual goals and they are evaluated by the ceo. Annual reviews are completed on each member of the management team with evaluation and discussion, maintained in their respective personnel files, as to the completion of each individual's attainment of goals.”

“The governing documents, conflict of interest policy, and financial statements have not been made available to the public.”

“As of the filing deadline for the 990, the audit was still in process.”

“The audit process has not changed in the current year.”

“The organization is required to undergo an audit as set forth in the single audit act and omb circular a-133 for the tax year 2021, however the audit is still in progress as of the filing of the form 990.”