Avera Health Plans Inc

“The amended bylaws set board term limits. The term of each director shall be for four years from the date designated at their appointment and terminating four years thereafter. Intital appointments of directors may be for a period either longer or shorter than a four year term such that one-fourth of the directors shall be subject to reappointments each year. A director may not serve more than two, four-year terms excluding partial terms served. The amended bylaws also state that any action required or permitted to be taken at a regular or special meeting of the board of directors may be taken without a vote if a consent in writing, setting forth the action so taken, is signed by all the directors. The amended bylaws also establish a chair and vice chair of the board. The chair presides at all meetings and performs any duties as agreed upon by the directors. The vice chair acts in the absense of the chair and performs any other duties as delegated by the board.”

“The sole shareholder of the organization is avera health, a nonprofit corporation organized and existing under the laws of the state of south dakota. Avera health is an exempt entity pursuant to 501(c)(3) of the internal revenue code of 1986, as amended.”

“Avera health, as the sole shareholder, has the right to appoint and remove members of the board.”

“Avera health, as the sole shareholder, has standard shareholder authorities with respect to the corporation.”

“There is no committee with authority to act on behalf of the board.”

“The cfo reviews the form 990 in depth prior to filing with the irs.”

“The conflict of interest policy covers board members, officers and key employees. Any declarations of conflict of interest are recorded in the meeting minutes. The board makes a determination of whether there is a conflict of interest and if so, implements the procedure for evaluating the issue or transaction involved. The board member or officer with the conflict must refrain from voting. A statement of conflict of interest disclosure is made on an annual basis by officers and directors. The information is maintained in a database and a report is provided to the board.”

“The president and ceo (david lemperle) is compensated by avera health. Annually the compensation committee of avera health, which is comprised of six (6) system members appointed by the religious orders, meets with an independent consultant regarding fair market value for compensation of officers and key employees. The compensation committee approves all salaries based on comparable data and documents the basis for their decision in meeting minutes. The cfo, cmo, vp of sales, vp of product strategy & development, vp of network development, and coo are compensated by avera health plans. Compensation is determined by avera health plans human resources based on a market analysis. The compensation committee approves the compensation of the cfo, cmo, vp of sales, vp of product strategy & development, vp of network development, and coo.”

“The organization's articles of incorporation are made available through the secretary of state's website. (https://sos.sd.gov) statutory financial statements are made available to the public upon request by contacting the south dakota division of insurance. The conflict of interest policy is made available upon request.”

“The purpose of any company that avera health plans invests in is reviewed to ensure that it will further the mission of our organization.”

“Change in nonadmitted assets -706,909.”