Frederick Health Medical Group Inc

“The sole member of the organization is frederick health, inc.”

“The sole member, frederick health, inc, has the power to appoint the chair of the board of directors and a chief executive officer of the organization.”

“The member, frederick health, inc, shall take the following actions on behalf of the organization: - the formulation, communication, and implementation of strategic planning and financial management for the organization. - the selection of a fiscal auditor for the organization. - the member shall approve the following actions prior to the organization taking such action: - the expenditure or divestiture of capital assets of the organization, if the value of such expenditure or divestiture is in excess of an amount as designated by the member from time to time. - the incurrence of debt, or guarantee of debt, if the aggregate amount of such debt during any twelve-month period is in excess of an amount as designated by the member from time to time. - the dissolution or liquidation of the organization. - the creation, dissolution, or divestiture by the organization of any subsidiary, partnership, or limited liability organization. - the amendment of the organization's articles of organization or this operating agreement, which must in all events be consistent with the organization's charitable purposes within the meaning of section 501(c)(3) of the code. - expenditures of amounts in excess of the organization's approved annual operating budget, if such amounts exceed an amount to be designated by the member from time to time. The organization shall not be deemed to have adopted an annual operating budget or capital budget operating agreement, which must in all events be consistent with the organization's charitable purposes within the meaning of section 501(c)(3) of the code.”

“The 990 is prepared in conjunction with outside tax accountants and is reviewed by upper management prior to providing a copy to the board. A copy of the form 990 was provided to all members of the board prior to filing.”

“The frederick health medical group, llc board of directors is committed to meeting its fiduciary responsibilities and maintaining its duty of loyalty to the hospital and the community it serves. To this end, the board will exercise vigilance in identifying any conflicts of interest. The board will also maintain transparency and objectivity in making decisions about conflicts of interest so that the organization's mission is always the first priority. The chairperson (or vice chairperson if the chair is involved) will notify all directors of a reported conflict of interest and will decide whether to take the matter to the full board to decide whether a conflict exists and, if so, to decide what action to take. Alternatively, the chair person will refer the matter to the governance committee for an in-depth examination, summary, and recommendation prior to a full board discussion and decision. If time is of the essence, the chairperson will take the matter to the executive committee, and the chairperson will notify the full board of such action. Where a conflict of interest has been identified the board member shall not vote or be present for the discussion or the vote regarding the transaction at either the full board, executive committee, or governance committee meetings except to answer questions that may be asked of him or her. To prevent actual or perceived influence on the board's decision, the conflicted member is prohibited, after initial disclosure, from discussing the conflict of interest either formally or informally with fellow directors or with members of the management. There will be an annual review of all board members officers' transactions prepared by the administration and reviewed by the governance committee and the full board of directors. At that time, all directors will be reminded of the irs intermediate sanctions regulation that establishes excise taxes as a sanction against administrators and directors of tax-exempt organizations who participate in 'excess benefit transactions' (e.g., unreasonable high employment compensation or business deals).”

“The governing documents and the conflict of interest policy are available upon request. Frederick health, inc's consolidated annual audited financial statements are available at www.frederickhealth.org”

“DIRECTORS MIHIR M. JANI and GNANARAJ KOILPILLAI RECEIVED COMPENSATION FOR PHYSICIAN SERVICES.”

“(Expenses $ 274,176 including grants of $) Other program services revenue and expenses associated with Physician Practice support activities.”

“INTERCOMPANY LOAN FORGIVENESS WITH FH HOSPITAL - 22221000; other - -119;”

“the process has not changed since the prior year.”