Chvi Professional Corporation

“The regional operating councils, and the quality, compensation and finance committees' authority derive from the authority of the chvi professional corporation board and consist in exercising some powers of the board between regularly scheduled meetings. The regional operating councils, and quality, compensation and finance committees serve as a sounding board for management on emerging issues, problems and initiatives and report to the board at the board's next meeting on any official actions it has taken. The board does not permit the regional operating councils, quality, compensation or finance committees to take final action on certain matters such as amending bylaws or resolutions of the board, appointing or removing board members from office, obligating the organization to new debt, or selling or acquiring a major asset.”

“Devendra vora, md and vinay maholtra, md have a business relationship.”

“Classes of members multicare health system, a related tax-exempt entity, is the sole corporate member of chvi.”

“Classes of persons and the nature of their rights: chvi's professional corporation (chvi) board consists of ten directors who are legally authorized to practice medicine in the state of wa. The sole member of chvi, multicare health system, appoints two directors and acts through its chief executive, the remainder of the voting members are elected physician directors and one is ex-officio (non-voting) director.”

“Decisions requiring approval the decisions that require multicare health system board of directors approval are any amendments to articles and bylaws of the chvi professional corporation, mergers, consolidations, approval of compensation plans, strategic plans, any monetary obligation over $100,000, any sale, lease, or exchange of an asset that is over 5% of chvi's gross revenue, and the approval of the chvi annual budget. All other decisions are made by the chvi directors.”

“Process used by management and/or governing body to review 990 the form 990 is prepared by internal staff and reviewed by an outside accounting firm. The board of directors of chvi professional corporation (dba pulse heart institute) voted unanimously to have the form 990 reviewed and approved exclusively by the president/secretary of the board. After review, any necessary revisions are made. The form 990 is then finalized and filed with the irs.”

“Process used to monitor transactions for conflicts of interest the board, through utilization of multicare health system (the member), has accountability for oversight of the process for disclosure, evaluation, and management of conflicts of interest involving any director on the board, executive leadership, or key employee. In accordance with the conflicts of interest policy, these individuals are required to complete the conflicts of interest questionnaire at least annually, and have an ongoing obligation to update the disclosure in the event an actual or potential conflict of interest arises. The conflict of interest questionnaire includes a statement that the person has received a copy of the conflicts of interest policy, has read and understands the policy, has agreed to comply with the policy, and understands that the organization must engage primarily in activities that further its tax exempt purposes. Written disclosures are reviewed by the compliance officer, and in certain circumstances, there is further review by the general counsel and the member. No person with a conflict of interest participates in an activity related to the conflict of interest unless disclosed, resolved, and permitted in accordance with the conflict of interest policy. Conflicts of interest are documented.”

“A-b - process used to determine compensation of the ceo, top management officials, other officers and key employees : the board, through utilization of the multicare health system (a related tax-exempt organization) (the members') compensation committee, consisting of independent, non-paid, mhs board members, are accountable for ensuring and approving a reasonable total compensation package, consistent with its compensation philosophy, for the ceo for his management and leadership of multicare health system entities. The compensation committee directs the development and it approves annual goals and performance criteria that are used to determine variable compensation opportunities for the president. The compensation committee assesses performance against these goals and performance criteria, which include improving patient care, care access to the underserved, clinical outcomes, and patient safety, as well as earning an operating margin to enable investment in people, technology, and facilities. The compensation committee selects and engages a qualified independent compensation consultant each year to review and analyze the total compensation package for alignment with appropriate practices for similar not-for-profit healthcare systems. The compensation committee, as part of its analysis, obtains from the independent compensation consultant appropriate comparability data, including total compensation paid by similarly situated not-for-profit health care organizations for positions that are functionally comparable. The compensation deliberation and decisions are contemporaneously documented. The independent consultant analyzing the compensation is engaged every 3 years and provides an opinion letter covering that 3 year period. The last time this process was undertaken was 2022.”

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