Cox Medical Group

“MEMBERS, STOCKHOLDERS, OR OTHER PERSONS: PER THE COX MEDICAL GROUP BYLAWS, COXHEALTH IS THE SOLE MEMBER OF THE ORGANIZATION. THE FOLLOWING CORPORATE POWERS AND RESPONSIBILITIES SHALL BE SOLELY AND SPECIFICALLY RESERVED TO THE MEMBER; (A) TO ESTABLISH AND CHANGE THE BUSINESS PURPOSES, MISSION, VISION OR VALUES OF CMG INCLUDING CMG'S CHARITY CARE TREATMENT POLICIES, CONFLICT OF INTEREST POLICIES, AND POLICIES REGARDING PARTICIPATION IN GOVERNMENTAL PROGRAMS; (B) TO APPROVE AMENDMENTS TO THE ARTICLES OF INCORPORATION OF CMG AS PROVIDED THEREIN; (c) to approve amendments to the Bylaws of CMG; (d) to approve the adoption of and any revision to the charters for all committees established by the Board; (e) to appoint and remove the Interim Directors of CMG, Officers of the CMG Interim Board, and the Interim Officers of CMG; (f) to appoint and remove the Directors of CMG and the officers of CMG and the CMG Board provided, however, that the removal of a physician Director of CMG must be approved by a majority of the unaffected physician Directors unless the physician Director has been accused of a crime involving moral turpitude (e.g. theft, fraud, embezzlement, or similar crime of dishonesty), a felony or has acted in any other manner that the Member determines in its sole good faith discretion warrants the physician Director's removal from the CMG Board in which case majority approval from the unaffected physician Directors shall not be required; (g) to appoint a President of CMG, provided, however, that such appointment must be approved by a majority of the physician Directors of CMG; (h) to remove the President of CMG after consultation with the CMG Board and receiving a non-binding recommendation from the physician Directors of CMG with the understanding that Member has no obligation to follow the recommendation; (i) to appoint the auditor and the corporate counsel for CMG and its Controlled Subsidiaries or Remotely Controlled Subsidiaries; (j) to establish centralized employee benefit, insurance, investment, financing, marketing, legal, corporate compliance, performance assessment and improvement and other operational and support programs; to require the participation of CMG in such programs; and to authorize the opening and closing of bank accounts and investment accounts in the name of CMG; (k) to approve the merger, consolidation or dissolution of CMG or the sale of all or substantially all of the assets of CMG; (l) to approve the formation, acquisition, or disposition of a Controlled Subsidiary or a Remotely Controlled Subsidiary of CMG; provided, however, that the formation of any such subsidiary that will employ medical professionals must be approved by a majority of the physician Directors of CMG; (m) to approve the acquisition or disposition by CMG of another legal entity or an interest in another legal entity; (n) after receiving input from the CMG Board, to approve the strategic plan and the operating, construction and capital budgets of CMG; (o) approval of CMG's unbudgeted debt and capital expenditures of one hundred thousand Dollars ($100,000) or greater; (p) to authorize or approve the acquisition or disposition by CMG of real property or any interest in real property; (q) to approve the sale or lease for a term in excess of three (3) years of any property of CMG having a value of one hundred thousand Dollars ($100,000) or greater; (r) approval of contracts in excess of one hundred thousand dollars ($100,000) or with a term greater than one (1) year in accordance with such policies and processes which may be promulgated from time to time by the Member; (s) to authorize and approve borrowing money or entering into financial guaranties by CMG, including actions relating to the formation, joining, operation, withdrawal from and termination of a credit group or an obligated group and the granting of security interests in the property of CMG; (t) to require CMG to transfer assets, including but not limited to cash, to th”

“Form 990 review process: the form 990 is prepared by an independent accounting firm based on the audited financial statements and information provided by the accounting department of the organization. Prior to filing, the form 990 is first reviewed by members of top management. Once they have approved the draft, a final copy is provided to the board of directors through the online board portal prior to filing.”

“Monitoring compliance with conflict of interest policy: coxhealth officers, directors and key employees, as well as officers, directors and key employees of the coxhealth affiliates, are annually required to disclose potential conflicts of interest following the policy set forth below. The policy requires that board members make decisions that are conflict free, or if a conflict is present, that it is fully disclosed for the board's consideration. Coxhealth's employees and board members must avoid all activities, associations or interests that create a conflict of interest. Conflicts of interest for employees must be reported to the corporate integrity department. A file will be maintained of all reported conflicts of interest for medical staff members, the conflict of interest process may be accessed through the medical staff office. For board members, the conflict of interest process is handled through the governance sub-committee of coxhealth with the assistance of the executive office and is defined in the charter of the governance sub-committee. If any officer or director is found to have a conflict of interest, such person shall neither vote nor use his or her influence to affect any decision relating to the conflict, and such person should not be included in determining whether a quorum participated in the decision. Such person is permitted to briefly state his or her position on the matter, and answer pertinent questions about it, if his or her knowledge or expertise could assist those participating in the decision. For vendors, the policy is distributed with their initial contract with coxhealth.”

“President compensation review policy: ferrell-duncan clinic, a related party of the organization, establishes the compensation of the cox medical group top management official. The compensation is periodically reviewed by an independent consultant using comparability data. The consultant's recommendations are presented to the coxhealth board compensation committee which has delegated responsibility to approve certain compensation arrangements such as the president of cmg. The committee follows rebuttable presumption procedures in approving the fair market value and commercial reasonableness of the compensation proposed. The review is documented in the committee's minutes.”

“Document disclosure: cox medical group makes available its governing documents, conflict of interest policy and financial statements available all legitimate business purposes as determined by management. In addition, as a continuing disclosure requirement of certain debt covenants the organization provides its audited financial statements and specific quarterly financial information to defined repositories for review by parties or individuals interested in the information.”

“Board member compensation: damaris crow, mark entrup, john duff, steve edwards, rachelle derrough, louis krenn, ron prenger, james ceaser, mary duff, carl price, martin schudy, david zolfaghari, and brian clonts are receiving compensation realted to their roles as employees under coxhealth and related affiliates. No board members receive compensation for their duties as board members.”

“Organization's mission: the corporation is organized and shall be operated exclusively for charitable, educational or scientific purposes within the meaning of section 501(c)(3) of the internal revenue code of 1986, as amended, or the corresponding provision of any future united states internal revenue law and in furtherance of those purposes the corporation may: a) provide high quality, cost effective medical care and other health care and health education services to the community; b) establish, equip, promote, develop, encourage, own, conduct, manage and maintain one or more medical clinics or other institutions with permanent health service facilities for the diagnosis and treatment of patients and provide such medical services as may be required by patients; c) conduct educational activities related to care of the sick and injured or the promotion of health; d) develop efficient and practical arrangements for providing health services; e) foster the teaching and research functions at its facilities in cooperation with other health services and educational institutions; f) raise gifts, bequests, donations and other funds from the public and from all other sources available for the corporation's purposes; receive and maintain such funds and expend principal and income therefrom in support of or in furtherance of the corporation's charitable purposes; and g) engage in any other lawful activity within the purposes and powers for which a public benefit corporation may be organized under the missouri nonprofit corporation act all in support of or in furtherance of the charitable, educational and scientific purposes of the corporation.”

“Other changes in net assets: $ (279,941) intercompany purchased service transfers”