Children'S Physicians

“Children's physicians' has a single corporate member, children's hospital & medical center.”

“Children's physicians' has a single corporate member, children's hospital & medical center.”

“The actions listed below require the approval of the member: reserved powers of member. Notwithstanding anything in these bylaws to the contrary, the consent of the member (acting by and through the hospital designee) shall be required to approve the following actions of the board of directors: a. Approval of amendments. The member shall have the power to approve or refuse to approve any amendment to the corporation's articles of incorporation or to these bylaws. B. Approval of items required by nebraska nonprofit corporation act. The member shall have the power to approve or refuse to approve any merger, reorganization, or consolidation; any sale, lease, or transfer of assets outside of the ordinary course; any dissolution; or any other action required to be submitted to and approved by the voting members of a nonprofit corporation pursuant to the nebraska nonprofit corporation act. C. Election and removal of directors. In accordance with these bylaws, the member shall have the power to appoint certain directors of the corporation under article iii, section 2, and remove certain directors of the corporation under article iii, section 11. D. Approval of other certain actions. The following actions of the corporation are subject to approval by the member: (1) adoption and adjustment of the corporation's annual budget, operating plan, and long-range plan; (2) incurrence or assumption of debt (other than trade payables); (3) adoption of compensation plans; (4) any distributions of capital or net earnings of the corporation; (5) establishment of a subsidiary or participation as a shareholder, partner, member, or other participant of any other entity or joint venture; and (6) admission of new members.”

“The form 990 will be distributed electronically to children's physicians' board members for review via director's desk prior to filing with the irs. However, since all compensation information will be redacted from the copy sent to the board, the taxpayer is answering the question on part vi, line 11a "no".”

“The conflict of interest policy applies to any person in a position to exercise influence in connection with any contract, transaction or arrangement presented to the board of directors or a board committee for approval (interested person). This includes, but is not limited to, any director, officer, or member of a committee with board-designated powers. Each interested person has the obligation to annually submit a completed conflicts of interest questionnaire and has a continuing obligation to disclose any potential conflict of interest promptly. Each interested person signs annually an acknowledgment that states that the interested person has received, read and understands the conflict of interest policy, agrees to comply with the policy; understands that the policy applies to the board of directors and committees; understands that children's physicians is a not-for-profit organization that must engage primarily in exempt activities; agrees to report to the compliance officer any change to matters previously disclosed on the conflicts of interest questionnaire; states that the information provided in the conflicts of interest questionnaire is true and accurate to the best of his/her knowledge and belief. The governance committee reviews each completed conflicts of interest questionnaire to determine if any further investigation of potential conflicts is necessary. When a potential conflict is voluntarily identified by an interested person or through disclosure by another person, the remaining board/committee members review the matter and determine whether a conflict of interest exists. Only disinterested board/committee members may vote to determine whether a conflict exists. The interested person in question cannot be present during the vote. If a conflict of interest exists, the disinterested board/committee members determine whether a more advantageous contract, transaction or arrangement should be obtained. When considering whether to enter into the proposed contract, transaction, or arrangement, only disinterested board/committee members can vote to determine if it is in the best interest of children's physicians and for children's physicians own benefit. The interested person may be required to leave the room when the matter is voted on. Only disinterested board/committee members may vote on the matter. Failure to comply with the conflict of interest policy may result in removal from the board.”

“Each year an independent company (sullivan cotter) conducts a market analysis of the executive compensation. This information is presented to children's hospital & medical center's compensation committee, which is a sub-committee of the board of directors. Sullivan cotter issues an annual reasonableness opinion letter regarding the appropriateness of executive pay levels. The compensation committee reviews base pay changes for children's physicians' president. The board of directors receives a report from the committee.”

“Governing documents and conflict of interest policy are not available to the public. Children's hospital & medical center and affiliates audited financial statements can be obtained in administration.”