Central Minnesota Emergency Physicians Inc

“The sole corporate member is centracare health system, a minnesota nonprofit organization.”

“Centracare health system, as the sole corporate member, has the authority to appoint the board of directors.”

“The following matters are reserved for action by centracare health system, the sole member: - approve amendments to the articles of incorporation or bylaws; - determine the dissolution of or the discontinuation of the business of the corporation; - appointment of directors and officers; - approval of the corporation's annual operating and capital budgets and any debts to be incurred; - approve the encumbrance of the assets of the corporation; - approve the corporation's annual budget for all professional compensation and approve all compensation policies and plans for physicians employed by the corporation; - review and approve all third-party contracts; - approve all strategic plans; - approve all risk-management policies; - approve any transaction which may affect the corporation's status as an organzation exempt from federal income taxation, and approve any tax-exempt financing; - approve all accounting systems; - approve any use of trade names or any intellectual property of the corporation; - approve any mission statement or statement of corporate purpose; and - approve a conflicts of interest policy.”

“Annually, at the board of directors' meeting, prior to filing with the irs, the full board has an opportunity to review the form 990 with staff, to ask questions, and seek clarifications. The board of directors approves the final document proir to filing form 990 with the irs.”

“The board members are required to review and sign a conflict of interest questionnaire on a bi-annual basis. All staff sign conflicts of interest forms on an annual basis. The board questionnaires are reviewed by the corporate compliance officer as well as the corporate compliance group (a compliance committee which includes internal members and outside counsel). The responses to the questionnaires are then reviewed with the executive committee of the board. The corporate compliance officer is responsible for monitoring conflicts of interests related to board and staff, and to alert affected parties when a conflict arises. When an actual conflict arises, the affected party is asked to excuse him/her self from the decision making process. The corporate compliance officer attends board meetings and specified board committee meetings where conflict issues may arise.”

“Compensation of the president and treasurer are paid by a related organization and are subject to bi-annual full compensation and benefits comparability studies by an outside, independent consultant. The compensation portion of the study is reviewed annually by the consultant and updated for committee and board review for physicians. The last full review was done in may 2013. The last compensation review was done in march 2013.”

“Financial statements, conflict of interest policy and governing documents are available upon request for the same period of disclosure as set forth in section 6104(d).”