Valley Medical Services PC

“The organization is a professional corporation with shareholders.”

“Valley physician services, inc. Reserves the right to approve the election, appointment, replacement or removal of the trustees of the organization”

“The following governance decisions are subject to the approval of valley physician services, inc.: strategic actions, which shall include, but not be limited to, new strategic plans, modifications of existing strategic plans or mission statements; major corporate decisions, which may potentially impact the philosophy of the valley health system, which shall include, but not limited to, joint ventures, corporate acquisitions, programmatic affiliations, 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; any single expenditure greater than five percent (5%) of the annual operating budget of the corporation and amendments thereto; the election, appointment, replacement or removal of trustees of the corporation with or without cause; the selection of auditors; the appointment and removal of the president of the corporation (or the approval of any recommendation of the vps board for removal); 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; the adoption of the corporation's annual capital and operating budgets; 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. 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 intrests in the corporation's real or personal property; determinations of how any and all excess cash generated by the corporation will be spent; 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 policies established by the valley hospital.”

“The form 990 is prepared by an outside accounting firm. It is reviewed by management and the audit committee of valley health system. A complete copy of the form 990 is made available to all members of the organization's governing body prior to filing.”

“The board mandates that all members of management and the governing body sign a conflict of interest policy and disclose any potential or actual conflicts that may exist annually. If a conflict of interest exists the organization will notify members of management or the governing body and investigate the conflict. If it is determined that an actual conflict of interest exists, the member of management or the governing body will be notified immediately and will not be allowed to vote or be part of any decisions about such transactions.”

“The organization makes its financial statements, conflict of interest policy, and governing documents available upon request.”

“The organization has a committee responsible for the oversight of its financial statements and the selection of an independent accountant. The process has not changed from the prior year.”