Broadlawns Medical Center Foundation

“Bmcf delegated management support functions to bmc, its sole corporate member.”

“Broadlawns medical center is the voting member. All interested persons shall be deemed to be members of broadlawns medical center foundation, without other rights, vote, dues or term of membership.”

“Broadlawns medical center is the voting member per the by-laws, the ceo of bmc becomes the president of the bmcf. By position, the voting member shall nominate a majority of the board of directors.”

“The voting member shall have the power to adopt and implement resolutions for the review and approval of certain activities and reports of bmcf. The specific activities and reports to be reviewed and/or approved, and the manner and scope of such review, shall be set out in such resolutions.”

“Bmcf did not delegate broad authority to act on its behalf to an executive or similar committee.”

“The form 990 was prepared by independent accountants with the assistance of corporate accounting. The tax return was then reviewed by the chief financial officer and the executve director. A copy of the form 990 was then provided to each member of the board of directors at a board meeting. Highlights were presented to board members, and the review was documented in meeting minutes. All questions were addressed prior to filing the form 990.”

“All members of the bmcf board sign a conflict of interest statement. In connection with any actual or potential conflicts of interest, an interested person must disclose the existence and nature of his or her financial interest to the board of directors considering the proposed transaction or arrangement. After disclosure of the financial interest, the interested person shall leave the board or committee meeting while the financial interest is discussed and voted upon. The remaining board or committee members shall decide, by majority vote, if a conflict of interest exists. If a conflict of interest exists, such person shall not vote on, nor use his or her personal influence on, nor participate in the deliberations with respect to such contract or transaction. The minutes of the board shall contain the names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or potential conflict of interest, the nature of the financial interest disclosed, any action taken to determine whether a conflict of interest was present, and the board's or committee's decision as to whether a conflict of interest existed. The minutes should also contain the names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, a record of any votes taken in connection therewith, the interested person's abstention from voting and participation, and whether a quorum was present.”

“Bmcf is an affiliate of bmc. Bmc has a process for reviewing and approving compensation and benefits for physicians and administrative leadership.”

“Bmcf makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”