East Bay Perinatal Center

“Significant changes to governing documents: The Articles of Incorporation of the organization were amended and restated on December 30, 2024 to report a change in name of the organization from East Bay Perinatal Center to Sutter Community Health.”

“Classes of persons and the nature of their rights: this corporation is an affiliate of sutter health, a california nonprofit public benefit corporation. Sutter health is the sole member with the right to elect at least a majority of the members of the board of directors.”

“Classes of persons, decisions requiring approval & type of voting rights: sutter bay hospitals as the sole member of the organization is entitled to exercise fully all rights and privileges of members of nonprofit corporations under the california nonprofit public benefit corporation law, and all other applicable laws. The member has the rights and powers to appoint (and remove) members of the corporation's board of directors, subject to the provisions of the bylaws. In addition, the member has the right to approve the following actions of the corporation's board of directors: (a) merger, consolidation or dissolution of this corporation or of any operating corporation; (b) amendment or restatement of the articles of incorporation or the bylaws of this corporation; (c) approval of aggregate operating and capital budgets of this corporation or of any operating corporation; (d) aggregate borrowing by this corporation or by any operating corporation for periods of one (1) year or less for any purpose in excess of dollar amounts to be established by the member from time to time; and aggregate borrowing by this corporation or by any operating corporation for periods of more than one (1) year for any purpose in excess of dollar amounts to be established by the member from time to time. For the purpose of this subparagraph, the term "aggregate borrowing" includes but is not limited to lease agreements and contracts of sale; (e) purchase, sale, lease, disposition, hypothecation, exchange, gift, pledge, and encumbrance of any asset, real or personal, of this corporation or of any operating corporation, not previously included in the capital budgets, with a value in excess of dollar amounts to be established by the member from time to time; (f) approval of organizational strategic plans of this corporation and of any operating corporation; (g) appointment of the independent auditor of this corporation and of any operating corporation; (h) approval of transactions of this corporation in which a trustee or officer of this corporation has a material financial interest; (i) approval of any transactions or policies which may materially affect the member or which the member determines are major transactions or major policies. In addition, sutter bay hospitals shall have authority to initiate policy for this corporation where such policy involves either (a) coordination of the activities of this corporation with any other corporation of which sutter bay hospitals is also the corporate member or (b) any policy or action of sutter health necessary for the regional system to effectively fulfill its purposes.”

“Process used by management &/or governing body to review form 990: sutter health has a centralized tax department responsible for the preparation of the form 990. Annually the tax department provides training and education to affiliate personnel who assist the tax department in collecting and reviewing data to be reported on the form 990. The preparation material is reviewed by various departments including tax, finance, legal, and human resources. A national accounting firm prepares and/or reviews the return. A completed return is then reviewed by the tax department, the affiliate, and the cfo before the return is filed.”

“Process to monitor transactions for conflicts of interest: employees are educated on the conflict of interest policy and the need to make disclosure as part of annual compliance education. In addition, annually a disclosure statement is completed by all directors, officers and key employees. On this statement the individual will list a wide range of information which includes business relationships, employment relationships, property interests, and those of related parties. If there is a potential conflict of interest related to a particular transaction, the interested individual must disclose the existence and nature of the relationship. The board chair may appoint a disinterested person or committee to investigate the conflict. The board may consult with the office of the general counsel as necessary. Until the potential conflict is resolved, the board chair (or committee chair as applicable) may request the individual to not participate during related presentations and discussions. In all circumstances involving an actual conflict, the interested individual shall leave the room prior to the board's final discussion and vote.”

“Process for determining compensation: the compensation committee of the sutter health board of directors retains ultimate discretionary authority over all elements of compensation to assure that organizational purposes are appropriately being served. The compensation committee uses credible independent data sources and maintains an objective "arms length" decision-making process, ensuring the integrity of sutter's executive programs and consistency with the organization's overall mission. To ensure external competitiveness, national compensation data comparisons are reviewed. Competitive analysis includes: (a) base salary, (b) total cash (base salary + annual incentive), (c) total direct cash (base salary + annual incentive + long term incentive) and (d) total remuneration (base salary + annual incentive + benefits and long term incentive). This analysis includes national comparisons for organizations similar in size, scope and complexity as sutter health, adjusted to the california market. This method is most appropriate since it is a national marketplace in which sutter competes for executive talent. Officers and key employees of this organization undergo an annual review by the compensation committee or a delegated sub-committee. Approval is recorded in the minutes. The 2024 executive compensation approval was completed in april 2024.”

“Availability of governing documents, coi policy & financial statements: the sutter health system posts its current and past audited financial statements at sutterhealth.org. Other documents are also located at this website including the annual report, mission statement, history, and links to affiliate websites. The governing documents and conflict of interest policy are not available to the public at this time.”

“Compensation of board members: the following board members of the organization are full-time employees (40 hours per week) of sutter health or sutter bay hospitals and their sutter salaries are reported herein. These individuals receive no compensation for their service as board members of this organization. - ursula boynton, md - pavithra venkat - shelley mcdonald samm - ryan brennan common law employees: individuals listed as officers and key employees of the organization that are paid fulltime by a related organization are common law employees of sutter health, a separate legal entity. It is the intention of sutter health and the filing organization to make information accessible and transparent, reporting those sutter health employees who have officer and key employee responsibilities to the filing organization.”

“MISSION STATEMENT: MISSION: CARING FOR OUR PATIENTS FIRST AND OUR PEOPLE ALWAYS. VISION: TO BE THE MOST COMPREHENSIVE, INTEGRATED AND CONNECTED HEALTH SYSTEM FOR GETTING AND STAYING WELL. VALUES: EXCELLENCE - We deliver high-quality, equitable care and take on the toughest challenges. CURIOSITY - We are constantly learning and creating new ways to advance healthcare. TEAMWORK - We collaborate with humility and solve for ONE Sutter. COMPASSION - We show empathy and understanding in every personal interaction. INCLUSION - We respect our differences and similarities, and cultivate a sense of belonging. INTEGRITY - We earn trust by doing the right thing and delivering on our commitments.”

“Other changes in fund balance: equity transfers (net) $9,503,995”

“Description:medical director total fees:79800”

“Description:prof. Fees - physicians total fees:1418730”