Transformations Surgery Center Inc

“Due to the management services agreement established between University of Wisconsin Medical Foundation, Inc. (UWMF) and Transformations Surgery Center, Inc. (TSC), 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, I/T 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 TSC's board of directors and any clinical duties performed for UWMF. The compensation for these duties shall be reported in this section of the tax return. Anne Buol (Administrative Program Director) spends 50% of her time carrying out the decision/direction of TSC's board of directors. TSC incurred and paid $72,089 for her services. The remaining 50% of her time is spent working at UWMF. TSC's highest compensated individuals with $100,000 or more of compensation and benefits for services provided to TSC includes Linda Lehan.”

“The Corporation has two Members consisting of the University of Wisconsin Medical Foundation, Inc., a Wisconsin nonstock, nonprofit corporation and Unity Point Health-Meriter, a Wisconsin nonstock, nonprofit corporation.”

“Each Member shall have a continuing right to appoint two class A directors. Initially, each Member shall also designate and appoint one class B director. Thereafter, each subsequent class B director shall be nominated by the Member that designated the original class B director that filled that seat, and such nominee shall be appointed thereto only after such nominee receives approval by the board. A class B director may not be an employee of a Member and may not otherwise be under the control of a Member. Class B directors shall represent the interests of the public at large.”

“The following actions require unanimous approval by 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 or assets of the corporation, (d) the call for additional contributions from Members to the corporation or assessments against the Member, (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.”

“Key finance employees for the Managing Member review the form 990 before it is signed.”

“At the first meetings of the board of directors and the operations board subsequent to the annual meeting of the surgery center Members, each Member of the board of directors and the operations board shall sign a written statement certifying to all of the following (i) he or she has received a copy of the conflict of interest policy, (ii) he or she has read and understands the conflict of interest policy, (iii) he or she agrees to comply with the conflict of interest policy, (iv) he or she understand the conflict of interest policy applies to all committees and subcommittees having board-delegated powers, and (v) he or she understands that the surgery center as a charitable organization, and that in order to obtain and maintain the tax-exempt status of the surgery center under section 501(c)(3) of the internal revenue code of 1986 as amended, the surgery center must continually engage primarily in activities which accomplish one or more of it's tax-exempt purposes. Any Member of the board of directors who refuses or fails to sign such a statement shall be prohibited from participating in discussion or action by the board of directors or the operations board until such statement is signed. If it is determined at any time that an interested person has negligently or intentionally failed to disclose a financial interest, the president shall consider the imposition of such sanctions as the president, in his or her executive discretion, may deem appropriate.”

“Transformations 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).”