Mercy Health Medical Transportation LLC

“Greg beauchemin and stephen jamey baker have a business relationship. Patrick kowalski, michael kramer and matt nealon have a business relationship.”

“The organization contracts with parastar, inc., a subsidiary of community emergency medical services, inc., to provide on-site management and executive oversight.”

“The organization is a joint venture made up of two members who are section 501(c)(3) organizations with the following ownership percentage: community emergency medical service, inc.: 50% mercy health partners of southwest ohio, inc.: 50%”

“The chairperson of the board of managers is appointed by mercy health and must also be a manager. The president and ceo are appointed by cems and must also be a manager. The treasurer and assistant secretary are appointed by mercy health and there is no requirement for these officers to be managers. The secretary and assistant treasurer are appointed by cems and there is no requirement for these officers to be managers. These officers may only be removed by the member that appointed them or by approval of the board of managers (section 7.11 of the operating agreement).”

“Governing body (board of managers) of this entity have full authority to govern the affairs except for powers which are reserved to community emergency medical service, inc. And mercy health partners of southwest ohio, inc., its members, per article vii, section 7.4 of the operating agreement. These reserved powers include amendment, modification or repeal of the articles of organization or operating agreement; the company's merger, consolidation or affiliation with or into another entity, or the transfer, pledge, or mortgage of all or substantially all of the assets of the company; voluntary dissolution of the company; admission of new or additional members and/or the issuance of new membership interests to new or additional members; any transactions, agreements, or payments between the company and any member, manager, affiliate of a member or manager, agent or officer of the company, except as authorized pursuant to article vii, section 7.6 of the management agreement; company's participation in joint ventures or acquisitions; adoption of or change in the company's strategic and/or long range plans; the sale, exchange, lease or other transfer of, or mortgage of, or grant of any security interest in, any real property of the company involving an amount in excess of one hundred thousand dollars ($100,000) in any one or series of related transactions; the sale or transfer of more than ten percent (10%) of the book value of the assets of the company; the borrowing or lending of money by the company, incurring any new or increasing the amount of any existing company indebtedness, or taking any action to mortgage, pledge, hypothecate or grant a security interest in any assets of the company or the assumption of any loan or obligation or guarantee of any loan or obligation to any party other than the company or becoming a surety with respect to a third party loan or obligation except for trade obligations conducted in the ordinary course of business approved by the board of managers pursuant to section 7.7 of the management agreement; adoption or material amendment of the company's annual operating and capital budgets; any unbudgeted capital expenditures by the corporation in excess of fifty thousand dollars ($50,000); any call for capital contributions or issuance of additional membership interests; approval, termination, amendment, modification, extension, or renewal of the management agreement; any material or substantial change in the capital, managerial structure, stated mission or purpose, character of its business, elimination or expansion of the scope of services or its service area of the company or a change in the principal activity of operating medical transportation services in the defined service area; making, execution or delivering an assignment for the benefit of creditors; adoption or amendment of the company's policy for distributions to members and approval of distributions to a member or members; creation of a new legal entity owned in whole or in part by the company or any member or an affiliate of any member that violates section 10.1 of the operating agreement; selection of the legal counsel and accountants to the company; approval of the lease, sale, transfer, exchange, encumbrance or other disposition of all or substantially all of the property and assets of the company in a single transaction or series of transactions; investment of the company's cash or reserves not in accordance with the approved investment policy, or any adoption or amendment to any investment policy for the company; the commencement of any legal proceedings, litigation or arbitration (other than routine collection of trade debt), defense of any claims against the company, the negotiation or execution of any settlement agreement; any guarantee of debt of the company by a member or members; approval of the company's managed care strategy and any managed care agreements.”

“The board of managers may appoint individuals to committees adopted by resolution. These committees do not have any management authority. At present, there are no committees.”

“The form 990 and all related schedules were prepared by the organization's finance department and reviewed by an outside tax firm. A copy of the form 990 was provided to the board of managers.”

“The company regularly and consistently monitors and enforces compliance of the conflict of interest policy by review of the policy annually at the board meeting and requesting submission of conflicts to the secretary of the company per the policy. The conflict of interest policy covers any member, manager, officer, non-manager member of a committee of the board or person in a similar position of authority over the company. The disinterested members of the board of managers [or appropriate committee] may, in their discretion, require the interested person to leave the room while the proposed contract, transaction or arrangement is discussed. The covered person shall leave the room while the matter is voted on and only disinterested managers may vote to determine whether to approve the transaction or arrangement.”

“The top management official and key employees are paid by community ems and billed to parastar, inc., the management company. Therefore, a compensation process is not applicable for this organization.”

“Documents that are required to be made available to the public will be made available upon request.”