Tri-State Medical Group Inc

“Keokuk health systems, inc., a tax-exempt iowa nonprofit corporation, is the sole member.”

“The sole member, keokuk health systems, inc., has the power to nominate and appoint board of directors.”

“The sole member, keokuk health systems, inc., has the power to approve changes in articles and bylaws, dissolutions or merger, and appoint board of directors. In addition, at least two board members must also be board members of keokuk health systems, inc.”

“The form 990 is prepared internally by the iowa health system tax department using information gathered from various functional areas of the organization. Each section of the return is reviewed by the responsible functional area along with the tax department. A draft copy of the return is provided to the cfo for review. A full copy of the form 990 is provided to the board of directors prior to filing with the irs.”

“The organization has a conflict of interest policy. Annually all officers, directors, key employees and reporting physicians are requested to complete a questionnaire to report potential conflicts of interest. Persons who have not returned questionnaires are contacted additional times in an effort to receive complete and accurate responses from all persons. The annual questionnaires include an acknowledgement that the officer, director, key employee or reporting physician: 1) has access to a copy of the conflict of interest policy; 2) has read and understands the policy; 3) agrees to comply with the policy; 4) understands that the policy applies to all committees and subcommittees having board-delegated powers; and 5) understands that the organization is a charitable organization and that in order to maintain its tax-exempt status, it must continuously engage primarily in activities which accomplish one or more of its tax-exempt purposes. Senior administrative staff at all related organizations provide information to a central coordinator related to the identification of which individuals should receive the questionnaire for completion. The results are compiled centrally and reviewed by the iowa health system compliance officer and director of internal audit. The detail results are reported to a committee of the system board. The results related to specific regional parent companies, their hospitals and related organizations, are distributed in detail to the chairperson of the regional parent organization, the chief executive officer, chief financial officer and compliance manager. These individuals are also reminded of the appropriate process to be followed during the year to address potential conflicts of interest that relate to matters that are brought to the board of directors for action. The information disclosed is used to identify potential conflicts of interest and to assist in completing irs and medicaid questionnaires. Any duality of interest or possible conflict of interest on the part of any organizational officer, director, key employee or reporting physician together with all material facts, should be disclosed to the board of directors and made a matter of record, either through an annual procedure or when the interest occurs or becomes a matter of board action. Any organizational officer, director, key employee or reporting physician having a conflict of interest in any matter should not be present during general discussion nor vote or use his or her personal influence on the matter, and he or she should not be counted in determining the existence of a quorum for purposes of the matter or item as to which a conflict exists. The board should exclude the individual from any discussion or vote in which the board decides whether or not a conflict of interest exists. In cases in which an officer, director, key employee, reporting physician or the individual's household member has a conflict of interest in an arrangement or transaction, the following additional steps may be taken at the direction of the board of directors: 1) after disclosure of the financial interest and all material facts, and after any discussion with the interested person, he or she shall leave the board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall 1) decide if a conflict of interest exists, 2) a disinterested person or committee may be appointed to investigate alternatives to the proposed arrangement or transaction; 3) in order to approve the arrangement or transaction, the board must first find, by majority vote of disinterested members, that the arrangement or transaction is in the organization's best interest, is fair and reasonable to the organization, and, after reasonable investigation, the disinterested members have determined that a more advantageous transaction or arrangement cannot be obtained with reasonable efforts under the circumst”

“All directors, highly paid and key employees of related entities are approved by the board of directors after review of appropriate benchmark data, including the iowa hospital association salary surveys and other compensation surveys to ensure salary and benefits are reasonable.”

“The organization's governing documents are available upon request through the iowa health system, our parent organization, legal department. The organization's conflict of interest policy and financial statements are publicly available on the iowa health system website, www.unitypoint.org.”