Kansas University Physicians Inc.

“Membership in the corporation is divided into three classes corresponding to the three cohorts of the following departments: 1-medically oriented departments, 2-surgically oriented departments, 3-hospital based departments. Each class is comprised of those members constituting the clinical faculty members from the departments in the cohort. Each class has the right to elect two faculty directors. The members are not entitled to receive a share of the organization's profits, excess dues or a share of the organization's net assets upon dissolution.”

“Clinical faculty members from each of the following three classes have the right to elect two faculty directors to the board of directors: 1-medically oriented departments, 2-surgically oriented departments, 3-hospital based departments. Also, three chair directors are elected to the board of directors by a vote of all chairs.”

“The form 990 is prepared by the director of accounting. It is reviewed by an independent accounting firm and corrections or clarifications are made. It is then reviewed by the ceo and the president of kupi, and further corrections or clarifications are made before filing.”

“Each director is required to complete a certification of agreement with the policy and disclosure of any known conflicts of interest upon his or her election or re-election to the board and annually thereafter. Each officer and key employee will be required to complete such a certification upon his or her employment and on an annual basis thereafter. All certifications are reviewed by the board as appropriate. In the event there is a conflict of interest, the disclosing individual shall neither vote nor endeavor to influence corporate action in any such matter.”

“The board has designated the finance committee (minus the corporation's president and ceo) to serve as the compensation committee. The compensation committee reviews national and regional survey data for the multidisciplinary physician practice market which is published by the medical group management association and by other sources. The committee uses this comparability data to determine appropriate benchmarks for compensation and benefits and to assure that total compensation and benefits paid by the corporation to this individual does not exceed fair market value for the services provided.”

“The organization's governing documents and conflict of interest policy are available upon request, but not the financial statements.”