North Flight Aero Med

“The organization did not compensate a top management official, other officers, or key employees for their services to the organization.”

“The organization has a management services agreement with Spectrum Health Hospitals, a member organization. Spectrum Health provides personnel and services to lead, manage, and operate North Flight Aero Med's Air Ambulance program and related operations as directed by North Flight Aero Med's Board of Directors. Services provided include direct management of North Flight Aero Med's business, financial matters, personnel, and the provision of clinical services and communication center services.”

“The organization has two members as follows: - North Flight, Inc. (EIN 38-2657917) (50%), a Michigan nonprofit corporation; - Spectrum Health Hospitals (EIN 38-1360529) (50%), a Michigan nonprofit corporation. Both members are tax-exempt under Internal Revenue Code 501(C)(3).”

“The members (See Form 990, Part VI, Line 6) of the organization appoint all members of the board of directors, with each member entitled to appoint three directors.”

“Unless otherwise noted below, the members (see Form 990, Part VI, Line 6) of the organization have the reserved powers set forth below, and shall not be deemed authorized unless and until approved by the members: - THE DISSOLUTION OF THE CORPORATION; - MERGER OR CONSOLIDATION OF THE CORPORATION; - AN AMENDMENT TO THE ARTICLES OR THESE BYLAWS; - CONVERSION OF THE CORPORATION; - THE SALE, EXCHANGE, LEASE, OR OTHER TRANSFER OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE CORPORATION, OTHER THAN IN THE ORDINARY COURSE OF BUSINESS; - APPOINTMENT AND ELECTION OF DIRECTORS; - CHANGE IN NUMBER OF DIRECTORS; - REMOVAL OF ANY DIRECTOR; - ESTABLISHING FROM TIME TO TIME LEVELS OF APPROVAL AUTHORITY FOR THE DIRECTORS OF THE CORPORATION AND APPROVE ANY TRANSACTIONS AND EXPENDITURES EXCEEDING THE ESTABLISHED AUTHORITY FOR THE DIRECTORS; - APPROVAL OF THE MISSION AND VISION STATEMENTS FOR THE CORPORATION AND ENSURING COMPLIANCE WITH THE CORPORATION'S PHILOSOPHY, MISSION, AND VISION; - APPROVAL OF THE STRATEGIC PLAN AND CAPITAL AND OPERATING BUDGETS OF THE CORPORATION; - APPROVAL OF ANNUAL OPERATING AND CAPITAL BUDGETS RECOMMENDED BY THE DIRECTORS; AND - APPROVAL OF ANY MANDATORY CONTRIBUTION OF CAPITAL RECOMMENDED BY THE DIRECTORS.”

“The organization has no committees with authority to act on behalf of the governing body.”

“A copy of the Form 990 is provided to the Board of Directors prior to filing. The review process for this Form 990 is as follows: 1. Preparation of the return is supervised and reviewed by a member organization's Corporate Tax Department. 2. A second review is performed by an external CPA firm with expertise in tax-exempt return preparation. 3. The return is reviewed by the organization's Treasurer and shared with the members of the Board of Directors. 4. The organization's treasurer reviews comments or questions received by members of the Board of Directors, if any, to address or to incorporate, as appropriate, into the return prior to filing.”

“As part of the Compliance Program at North Flight Aero Med, education, monitoring and enforcement specific to the Conflict of Interest Policy ("COI") and processes are provided. Education regarding COI is provided to all staff and the Board on an annual basis. Annually each NFAM Board Member and the Program Director are required to complete a conflict of interest disclosure/questionnaire. The responses to the disclosure/questionnaire are reviewed by the compliance department and if necessary the compliance committee. Any financial arrangements/potential conflicts identified through the disclosure/questionnaires are presented to legal counsel for review. When an action item is considered by a Board member which involves a potential conflict by a Board member, the conflict is disclosed and a Board member may make a presentation, but shall leave the meeting during discussion and will abstain from a vote on the action item, and, in addition, the Board Chair has the discretion/authority to request that the conflicted Board member be excused from the meeting for an opportunity for the Board to discuss the matter without the presence of the conflicted Board member. Excerpt From the Conflict of Interest Policy Duty to Disclose Conflict Prior to Board or Committee Consideration: In connection with any actual or possible conflict of interest and in addition to the annual statement disclosures set forth in Article VI below, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement. Determining Whether a Conflict of Interest Exists: After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. Procedures for Addressing the Conflict of Interest: - An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. - The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. - After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. - If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement. Violations of the Conflicts of Interest Policy: - If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. - If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and”

“The organization's Articles of Incorporation have been provided to the State of Michigan and are available to the public on the State's website. The organization's Bylaws and internal policies are generally not made available to the public.”

“Leased Employees - Total Expense: 3657348, Program Service Expense: 3657348, Management and General Expenses: 0, Fundraising Expenses: 0; Other Purchased Services - Total Expense: 3045, Program Service Expense: 3045, Management and General Expenses: 0, Fundraising Expenses: 0; Other Professional Services - Total Expense: 578490, Program Service Expense: 2388, Management and General Expenses: 576102, Fundraising Expenses: 0;”

“North Flight, inc. Contribution - 2000000; Spectrum Health Hospitals Contribution - 2000000;”