Community Care Collaborative

“Patricia young brown, larry wallace, jeff knodel, stephanie mcdonald and christie garbe are each employed by central health. Greg hartman and tim lafrey are each employed by seton.”

“The officers of the organization are employees of central health, a related organization or seton, an unrelated organization.”

“The organization shall have members. The members of the organization shall be divided into membership classes. Initially, the organization shall have only class a members. By mutual agreement of the class a members, the corporation may (a) increase the number of class a members and (b) create one or more additional classes of members. Any additional members shall (i) be wholly committed to the mission, purposes, and objectives of the organization, including a substantial focus on developing projects that will transform the present delivery system and eliminate the present, fragmented, non-collaborative structure, (ii) demonstrate a willingness and commitment to provide substantial charity care services and to provide services to the safety net population of travis county without regard to payment, and (iii) accept and agree to an appropriate financial commitment and acceptance of financial risk to support the organization commensurate with its membership interest as determined by the class a members. The class a members of the organization are central health, which has a 51% membership interest, and seton, which has a 49% membership interest.”

“Paragraph 3.5 from the master agreement with seton healthcare: "operating board of directors. The ccc shall initially have a five-person operating board of directors ("ccc board or "ccc operating board"), composed of three central health appointees ("central health board representatives") and two seton appointees ("seton board representatives"). Each party shall have the right to select, remove, and replace its board appointees in its sole and exclusive discretion. The parties may mutually agree to change the size and composition of the ccc board consistent with the terms of the ccc governing documents.”

“Pursuant to section 3.6 - central health unilateral powers; 3.8 - reserved powers and 3.9 - material decisions from the master agreement. 3.6 central health unilateral powers: the parties acknowledge and agree that, subject to the terms of this agreement, central health retains the unilateral right in its sole and exclusive discretion to make the decisions set forth below: (1) funding of the integrated delivery system (ids) and the inter-governmental transfer (igt) as set forth in section 4.2; (2) approval, support, and funding of women's health projects, or other projects, deemed necessary for the community by central health that seton cannot participate in as a result of erd restrictions; (3) determination of the matters set forth in section 3.13(i); and (4) approval, support, and/or funding any type of project if central health as a hospital district is obligated by law to provide such project and if the ccc is unable or unwilling to support or fund such project. Such unilateral rights do not (i) affect or override central health's duty to comply with other terms of this agreement and all ancillary agreements or (ii) preclude seton from terminating this agreement as specifically permitted by its terms. 3.8 reserved powers: in their capacity as members of the ccc, central health and seton shall have sole and exclusive power and authority by mutual agreement, following consultation with the ccc board, to make the decisions and take the corporate actions (collectively referred to as the "reserved powers") for and on behalf of ccc as set forth below: (1) amendment or restatement of the ccc's restated certificate of formation or bylaws; (2) change in the tax-exempt status or purpose of the ccc; (3) admission of any new member to the ccc or any transfer by any member of its membership interest in the ccc; (4) capital contribution to the ccc (except as permitted or required by the agreement) or assumption or guarantee of debt of the ccc by either member; (5) payment of monies or conveyance of assets by the ccc to any member or an affiliate of a member; (6) any agreement (or amendment of an existing agreement) between the ccc and a member or an affiliate of a member (except as permitted or required by the agreement); (7) merger, acquisition, consolidation, reorganization of the ccc or, except for mandatory dissolution pursuant to section 8.1.2 of the agreement, dissolution as permitted by this agreement; (8) creation of committees and appointment of officers and committee members in accordance with the ccc governing documents; (9) approval of the annual operating and capital budgets, the fiscal and purchasing policies, and any material deviation from the annual operating or capital budgets or fiscal and purchasing policies; (10) incurrence of debt over $25,000, excluding trade payables; (11) conveyance of any asset over $25,000; (12) adoption of the business and strategic plan of the ccc and the ids; (13) determination of the covered population to be served by the ids (including without limitation the population covered by map) as set forth in the ccc/seton services agreement; (14) filing of any voluntary petition in bankruptcy or for the appointment of a receiver; (15) approval of any contract over $100,000 in value or that includes a term of greater than one year; (16) approval of future dsrip projects for or to be funded, managed, or implemented by the ccc; (17) filing of any voluntary petition in bankruptcy or for the appointment of a receiver; (18) election and removal of ccc officers and designation of titles for such officers; and (19) approval of the coordination and funding of the fqhcs as set forth in section 4.5. The central health board, by resolution, will detail how central health's approval of any reserved power or unilateral right reserved to central health under this agreement or bylaws (including in its capacity as a member) will be obtained whether by vote of the central health board or by approval of a central h”

“Ccc does not have a committee with authority to act on behalf of the governing body.”

“The form 990 is reviewed by officers, with the assistance of counsel, prior to filing. A copy is also provided to the board of directors prior to filing.”

“Board members are required to disclose any conflict of interest once they become aware of the conflict in addition to annual signed disclosures.”

“The organization publishes its governing documents, conflict of interest policy, and financial statements on its website and they are also available upon request.”

“The process of overseeing the audit of the financial statements and selection of an independent accountant has not changed from the prior year.”