Valley Physicians Services PC

“The organization is a professional corporation having stockholders.”

“The trustees of the corporation shall elect, appoint, replace or remove trustees; provided, however, that before taking any such action, the trustees shall give the valley physician services, inc. Board of trustees ("vps board") at least thirty (30) days written advance notice of its intended actions; will not vote until written approval of such action is received from the vps board; and will vote in the manner specified in the written notice provided to the vps board.”

“(a) in the event the board intends to vote on one of the following actions, the board will give the vps board thirty (30) days' written advance notice of the following intended actions, will not vote until the board receives written approval from the vps board, and will vote in the manner specified in the written notice. The actions subject to this procedure are: (i) strategic actions, which shall include, but not be limited to, new strategic plans, modifications of existing strategic plans or mission statements; (ii) major corporate decisions, which may potentially impact the philosophy of the valley system, which shall include, but not be limited to, joint ventures, corporate acquisitions, programmatic affilications, mergers or consolidations, conversion of the tax-exempt status, sale or transfer of substantially all of the assets of the corporation, or the dissolution of the corporation; (iii) any single expenditure greater than five percent (5%) of the annual operating budget of the corporation and amendments thereto; (iv) the election, appointment, replacement or removal of trustees of the corporation with or without cause; (v) the selection of auditors; (vi) the appointment and removal of the president of the corporation (or the approval of any reccomendation of the vps board for removal); (vii) the adoption, amendment, revision or deletion of the corporation's bylaws and the creation or approval of any amendments, alterations or revisions to the corporation's certificate of incorporation; (viii) the adoption of the corporation's annual capital and operating budgets; (ix) major corporate decisions regarding the incurrence of debt in excess of five percent (5%) of the operating budget of the corporation (including capital and operating leases), and the transfer or loan of cash or the conveyance, lease or other disposition of other assets to an affiliate or subsidiary without receiving equivalent value in return. (x) the approval of the purchase or sale of any real property by the corporation and the approval of the creation of a mortgage, lien, or any other security interests in the corporation's real or personal property; (xi) determinations of how any and all excess cash generated by the corporation will be spent; (xii) the cessation or any change in the corporation's provision of services to medicare and medicaid recipients and its provision of charity care services in accordance with charity care services in accordance with charity care policies established by the valley hospital.”

“Vps p.c. Has its form 990 prepared by an outside accounting firm and has established the following review process to ensure that the information reported is complete and accurate. When the from 990 is prepared, it is submitted to the director of finance and finance committee for review. Any comments are summarized and provided to the director of finance. Each issue is documented and addressed until the return is finalized and approved by the finance committee for filing with the internal revenue service. Before filing, the form 990 is made available for the board's review, by hard copy and or electronic copy.”

“Valley physicians services, p.c. Adopts the valley health system conflicts of interest policy (the "conflicts of interest policy") as the same may be amended or supplemented by the valley health system board from time to time. The president of vps shall provide to each trustee and officer annually a copy of the conflicts of interest policy and shall advise each trustee and officer of the duty to comply with the provisions set therein.”

“The executive compensation committee of valley hospital will be responsible for approving the compensation of the president and other key executives of vps, p.c. The compensation for other physicians will be approved by the physician compensation committee of valley health system. Total compensation will be set based on information regarding compensation paid by similarity situated organizations for similar services, current compensation surveys completed by independent firms, or actual written offers from similarly situated organizations.”

“Vps p.c makes its form 990, financial statements, form 1023, conflict of interest policy and governing documents available upon written request at 223 north van dien ave, ridgewood, nj 07450 or by calling the organization directly at 201-447-8000.”

“Consulting: program service expenses 38,250. Management and general expenses 0. Fundraising expenses 0. Total expenses 38,250. Billing expense: program service expenses 2,339,406. Management and general expenses 0. Fundraising expenses 0. Total expenses 2,339,406. Licenses & assesments: program service expenses 124,064. Management and general expenses 0. Fundraising expenses 0. Total expenses 124,064. Purchased services: program service expenses 0. Management and general expenses 3,799,990. Fundraising expenses 0. Total expenses 3,799,990. Agency fees: program service expenses 7,018,489. Management and general expenses 0. Fundraising expenses 0. Total expenses 7,018,489. Medical fees: program service expenses 2,167,107. Management and general expenses 0. Fundraising expenses 0. Total expenses 2,167,107.”

“The audit committee is responsible for selecting an independent accountant and for oversight of the audit.”