Bhs Hvhs Multispecialty Group Inc.

“The organization has two members, they are Butler Healthcare Providers DBA Butler Memorial Hospital and Heritage Valley Health System.”

“Butler Health System, Inc. and Heritage Valley Health System, Inc. , the corporate members of the organization, appoint the members of the Board of Directors.”

“As per the By-Laws of the organization, the subject matters of the powers reserved to the Member are as follows: a. To adopt, amend, modify or restate the Articles of Incorporation or Bylaws of the Corporation b. To amend, modify, restate, or renew any agreement between the Corporation and a Member or an affiliate of a member, including without limitation the Management Services Agreement between the Corporation and Butler Medical Providers. c. To separately appoint designated numbers of Directors of the Corporation and to remove such Directors (such removal power being reserved to the Member who appointed the Director) with or without cause. d. Any material change in the purposes of the Corporation or the nature or scope of the business conducted by the Corporation, including the addition of physician practices and/or additional practice locations. e. The Merger or consolidation of the Corporation with or into any other entity, the division of the Corporation, the exchange of Membership Interests in the Corporation for equity interests of any other entity, or the sale or lease of any portion of the assets of the Corporation other than in the ordinary course of business. f. The Corporation's creation of, or participation by the Corporation in, a subsidiary, joint venture, partnership, limited liability company or other similar arrangement. g. Any material change in the billing methodology or any material change in the accounting method affecting the financial statements or tax returns of the Corporation, other than a change required under generally accepted accounting principles. h. Any issuance of additional, or transfer of existing, Membership Interests in the Corporation (except for transfers described in Section 2.03). i. Any loan to any person or entity other than for payables and receivables in ordinary course of business. j. Any distributions by the Corporation to its Members. k. Any incurrence of indebtedness, or agreement to incur indebtedness, or settlement of any demand, claim, charge, litigation or administrative filing, in any amount greater than 50,000 (or such other amount as in determined by resolution of the Members from time to time) or a prepayment of debt in any amount where such loan does not require prepayment, other than as set forth in an approved budget. l. Execution of a mortgage, lien, encumbrance or pledge in an amount greater than 50,000 with regard to the property of the Corporation. m. Any lease commitment of the corporation in excess of one year's duration or, if less than one year including a financial commitment of 50,000 or greater, other than as set forth in an approved budget. n. Any unbudgeted capital expenditure if, after giving effect thereto, the aggregate of all unbudgeted capital expenditures of the Corporation in any fiscal year would be greater than 50,000. o. The approval of annual operating and capital budgets for the Corporation. p. Any mandatory capital contributions of the members in excess of capital contributions required by the Corporate Membership Agreement. q. Except as otherwise set forth herein, the execution, material modification (including any modification in fees, charges or rates), or termination of any management, managed care or third party payor contract, or any other contract not in the ordinary course of business. r. Voluntary declaration of bankruptcy or seeking of reorganization under the insolvency laws by the Corporation.”

“The organization does not have additional committees besides the Board of Directors.”

“The completed 990 was reviewed by the Treasurer and an outside independent public accounting firm. Relevant sections were reviewed by the General Counsel of the managing Member. After this review, but prior to filing, the completed 990 was provided electronically to all Trustees.”

“The responses to the Conflict of Interest Disclosure form are collected and reviewed annually by General Counsel of the managing Member. Conflict of Interest Disclosure forms are completed by all Directors. In the event of a relationship that results in a potential conflict for an issue being discussed by the Board, the Director recuses himself/herself from the discussion and vote. The recusal is documented in the minutes.”

“The organization's governing documents, conflict of interest policy, and financial statements are available upon request.”

“Physician and advanced practice provider fees: Program service expenses 3,431,712. Management and general expenses 0. Fundraising expenses 0. Total expenses 3,431,712. staff fees: Program service expenses 488,795. Management and general expenses 0. Fundraising expenses 0. Total expenses 488,795.”

“Capital Contributions 3,124,832.”