Primrose Place Inc

“SIGNIFICANT CHANGES TO GOVERNING DOCUMENTS: THE ORGANIZATION'S BYLAWS WERE AMENDED TO REFLECT THE FOLLOWING SIGNIFICANT CHANGES: -THE ADDITION OF A STATEMENT OF POWERS AND RESPONSIBILITIES RESERVED TO THE PARENT ORGANIZATION OF THE MEMBER (COXHEALTH). -THE NUMBER OF DIRECTORS SHALL BE THREE, INCLUDING THE PRESIDENT AND CEO OF THE MEMBER'S PARENT AND TWO DIRECTORS RECOMMENDED BY THE PRESIDENT AND CEO OF THE MEMBER'S PARENT AND APPOINTED BY THE PARENT. -EACH DIRECTOR SHALL BE APPOINTED FOR A THREE YEAR TERM, WITH AN UNLIMITED NUMBER OF TERMS AVAILABLE FOR RE-APPOINTMENT. -DIRECTORS MAY BE REMOVED WITH OR WITHOUT CAUSE BY THE PARENT OR THE BOARD. -OFFICERS OF THE BOARD SHALL INCLUDE CHAIRMAN, VICE-CHAIRMAN, AND SECRETARY. -IN ACCORDANCE WITH THE MEMBER, THE SECRETARY WILL BE AN EMPLOYEE OF THE MEMBER ORGANIZATION RATHER THAN A DIRECTOR OF THE BOARD. AS SUCH, THE SECRETARY WILL PERFORM DUTIES AS ASSIGNED BY THE PRESIDENT AND CEO OF THE PARENT. -The Chief Executive Officer of the Parent shall be designated as the attorney-in-fact, agent and proxy of the Parent to appoint the Directors and Officers, amend the Articles of Incorporation, Bylaws and related corporate governance documents and take part in the transaction of such other business as may properly come before the Parent under its reserved powers. -SUBJECT TO POWERS RESERVED TO THE MEMBER AND/OR PARENT, THE BOARD SHALL HAVE GENERAL CHARGE OF THE BUSINESS AND AFFAIRS OF THE ORGANIZATION AND MAY PERFORM ALL ACTS NECESSARY TO CARRY OUT ITS PURPOSE. -THE CONFLICT OF INTEREST POLICY SHALL BE THAT OF THE PARENT.”

“Members: per the organization's bylaws, the corporation shall have one member, lester e. Cox medical centers, a missouri nonprofit corporation. The organization is a remotely controlled subsidiary and the member is a controlled subsidiary of a parent corporation known as coxhealth. The following corporate powers and responsibilities shall be solely and specifically reserved to the member: (a) to establish and change the business purporses, mission, vision or values of primrose; (b) to approve amendments to the articles of incorporation of primrose; (c) to approve amendments to the bylaws of primrose; (d) to approve the adoption of and any revision to the charters for all committees established by the board; (e) to appoint and remove the directors of primrose, subject to certain stipulations mentioned in the bylaws, and to appoint and remove the officers of the board of primrose; (f) to appoint the auditor and the corporate counsel for primrose and its controlled subsidiaries or remotely controlled subsidiaries; (g) to establish centralized employee benefit, insurance, investment, financing, marketing, legal, corporate compliance, performance assessment and improvement and other operational and support programs; to require the participation of primrose in such programs; and to authorize the opening and closing of bank accounts and investment accounts in the name of primrose; (h) to approve the merger, consolidation or dissolution of primrose or the sale of all or substantially all of the assets of primrose; (i) to approve the formation of a controlled subsidiary or a remotely controlled subsidiary; (j) to approve the acquisition or disposition by primrose of another legal entity or an interest in another legal entity; (k) after receiving input from the board, to approve the strategic plan and the operating and capital budgets of primrose; (l) approval of primrose's unbudgeted debt and capital expenditures of one hundred thousand dollars ($100,000) or greater; (m) to authorize or approve the acquisition or disposition by primrose of real property or any interest in real property having a value of one hundred thousand dollars ($100,000) or greater; (n) to approve the sale or purchase of any property of primrose having a value of one hundred thousand dollars ($100,000) or greater; (o) to authorize and approve borrowing money or entering into financial guaranties by primrose, including actions relating to the formation, joining, operation, withdrawal from and termination of a credit group or an obligated group and the granting of security interests in the property of primrose; (p) to require primrose to transfer assets, including but not limited to cash, to the member and/or parent; (q) to approve the transfer of assets by primrose to any entity other than the member and/or parent, other than transfers made in the ordinary course of operations of primrose which will not require approval of the parent; (r) to approve the rate of payment, compensation or rent and/or any provisions concerning the exclusivity with respect to any contract for physician services and any lease/timeshare agreement between any physician or physician group, on the one hand, and primrose or any controlled subsidiary or remotely controlled subsidiary, on the other hand, all in accordance with such policies and processes which may be promulgated from time to time by the member and/or parent; (s) to approve changes to the type of or relocation of physician professional medical services offered by primrose, where the change involves (a) services offered or provided by cmg physicians and (b)(i) a change in venue or provider status of the medical service, (ii) the cessation of a pre-existing medical service, or (iii) the offering of a new medical service; (t) to engage, approve, and to finalize any and all contracts or agreements with any third party hospital-based physician groups (anesthesiologists, pathologists, radiologists, or emergency medicine physicians) th”

“Review of form 990: the form 990 is prepared by an independent accounting firm based on the audited financial statements and information provided by the accounting department of the organization. Prior to filing, form 990 is first reviewed by members of top management. In addition, a final copy is provided to the board of directors through the online board portal.”

“Monitoring compliance with conflict of interest policy: coxhealth officers, directors and key employees, as well as officers, directors, key employees of the coxhealth affiliates, and/or committees with delegated authority to make decisions, are annually required to disclose potential conflicts of interest following the corporate compliance policy, set forth below. In addition, the coxhealth bylaws contain a conflict of interest provision to ensure board members make decisions that are conflict free, or if a conflict is present, that it is fully disclosed for the board's consideration. Coxhealth's employees and board members must avoid all activities, associations or interests that create a conflict of interest. Conflicts of interest for employees must be reported to the corporate integrity department. A file will be maintained of all reported conflicts of interest. For medical staff members, the conflict of interest process may be accessed through the medical staff office. For board members, the conflict of interest process is handled through a sub-committee of the board with the assistance of the executive office and is defined in the board bylaws. If any officer or director is found to have a conflict of interest, such person shall neither vote nor use his or her influence to affect any decision relating to the conflict, and such person should not be included in determining whether a quorum participated in the decision. Such person is permitted to briefly state his or her position on the matter, and answer pertinent questions about it, if his or her knowledge or expertise could assist those participating in the decision. For vendors, the policy is distributed at their first contract with coxhealth.”

“Document disclosure: governing documents, conflict of interest policy and financial statements are made available upon written request for a legitimate business purpose (as determined by top management). Approved documents can be viewed at the coxhealth administrative offices.”

“Program services: health and welfare services include providing preventive, curative, rehabilitative and restorative healthcare services, health appraisal and guidance; establishing and/or operating one or more hospitals; nursing homes or educational programs; medical research; child care services; home health and infusion services; establishing relationships with local and regional healthcare organizations to provide health care services to the communities served and such other programs as the board of directors deems advisable and consistent with the objectives of its operation as a nonprofit corporation.”

“Other changes in net assets: $ 23,733 change in beneficial interest in trust”