Madison Surgery Center Inc

“Due to the management services agreement established between University of Wisconsin Medical Foundation, Inc. (UWMF) and Madison Surgery Center, Inc. (MSC), we have answered yes to Question #3 on Part VI, Section A. UWMF is the management company within this agreement. UWMF provides payroll services and reporting (through a paymaster agreement), human resources, patient billing and collections, accounts payable services, IT services, monthly financial statement preparation, tax return preparation support, financial audit support, compliance auditing, medical records storage/transcription, infection control/employee health, maintenance/mechanical support, nursing and nursing support, quality assurance and improvement, housekeeping, removal of hazardous waste, courier, mail and receiving, purchasing, security, and telecommunications. In addition, an administrative person is charged with carrying out the decision/direction of MSC's board of directors and any clinical duties performed for UWMF. Daniel Jordan (Director of Clinic Operations) spends 100% of his time carrying out the decision/direction of MSC's board of directors. Since UWMF is considered a related organization, all compensation paid from UWMF and related organizations for services provided to Madison Surgery Center, Inc., and related organizations is reported in Part VII.”

“The Corporation has two voting members consisting of University of Wisconsin Hospitals and Clinics Authority (UWHCA) with 66.7% membership interest and Unity Point Health-Meriter (Meriter) with 33.3% membership interest. UWHCA shall be entitled to two (2) Members votes and Meriter shall be entitled to one (1) Member vote. Members will be admitted, suspended, expelled, or terminated pursuant to Bylaws of Corporation.”

“University of Wisconsin Hospitals and Clinics Authority shall appoint four (4) Directors and Unity Point Health-Meriter shall appoint two (2) Directors. Directors will serve until his or her death, resignation or removal, or until a successor has been appointed. Upon the expiration of a Director's term, the Member that appointed such Director will appoint his or her successor.”

“The following actions require the unanimous approval of the Members: (a) merger, consolidation, or dissolution of the Corporation, (b) amendment, restatement, alteration, or repeal of the Articles of Incorporation or Bylaws of the Corporation, or the adoption of new Articles of Incorporation or Bylaws, (c) a sale, lease, exchange, or other disposition of all, or substantially all, the property and assets of the Corporation, (d) the call for additional contributions from Members to the Corporation or assessments against the Members, (e) any distribution of assets of the Corporation to one or more members, and (f) execution, amendment, or termination of any agreement between the corporation and any member.”

“Madison Surgery Center has no other committees beyond the governing body.”

“Form 990 is completed by the organization's external accounting firm. Key finance employees review the Form 990 to determine complete and accurate. The return is provided to the members of the board of directors before filing. The return is submitted for filing with the Internal Revenue Service.”

“All annual conflict of interest forms were reviewed by the Office of Corporate Counsel and Business Integrity. In addition, a summary of all Key Employee and Board Members interests is created and provided to Corporate Governance for review during decision-making. If a member would have an actual or perceived conflict they would follow the respective conflict of interest policy.”

“Madison Surgery Center, Inc. makes the governing documents, conflict of interest policy and financial statements available upon request for the same period of disclosure as set forth in IRC Section 6104(d).”

“Distribution to Members -9,800,000. Gain on Trade-In 3,025.”