Meritus Medical Center Inc

“The executive committee shall be comprised of up to seven (7) directors, as determined by the board in accordance with the bylaws. The committee, which meets bi-monthly between regularly scheduled board meetings, may in its discretion exercise the full powers, duties, responsibilities and authority of the board, except where prohibited by law and subject to any limitations imposed by the bylaws of the board.”

“In april 2024, meritus medical center, inc. Amended its governing documents to name meritus health inc. (mhi) as the controlling entity/sole member of mmc and granted certain authority to the sole member as outlined below.”

“The sole member is mhi, the parent. Mhi has the right to elect the members of the governing body and approve significant decisions of the governing body.”

“Directors of mmc are elected by the board of directors of mhi, the parent, at the annual meeting of the mhi board of directors. At least three (3) of the members of the mmc board shall be comprised of individuals also serving on the mhi board.”

“Mmc shall not, without the approval of mhi, its parent: 1. Acquire or dispose of any real property; 2. Change mmc's tax-exempt status, cause mmc to be converted into any form of entity other than a nonprofit, nonstock corporation under the laws of the state of maryland, or take any action that would result in the loss of mmc's tax-exempt status; 3. Approve mmc's annual budget and business plan; 4. Take any action that materially deviates from mmc's annual budget and business plan that has been approved by mhi; 5. Modify the terms of any existing indebtedness of mmc or incur any new indebtedness from a lender (excluding trade payables), or guarantee or secure the indebtedness of a third party, other than in the ordinary course of business and other than indebtedness set for in the annual budget and business plan that has been approved by mhi; 6. Liquidate, dissolve or wind-up the business and affairs of mmc, or make any assignment for the benefit of the creditors of mmc or a subsidiary, file a voluntary petition in bankruptcy, or appoint a receiver for mmc or a subsidiary, or consent to any of the foregoing; 7. Amend mmc's articles of incorporation; 8. Enter into any consolidation, merger or transfer of assets as such actions are described in section 5-207 of the maryland general corporation law; 9. Enter into, materially amend or modify any agreement, contract, or other arrangement, or incur an expenditure, with a value of greater than two million dollars ($2,000,000), other than any agreement, contract or other arrangement set forth in the annual budget and business plan that has been approved by mhi.”

“The form 990 was prepared by the finance department and reviewed by an independent accounting firm. A copy of the form 990 was provided to the finance committee of the board. Acting under the authority of the board, the committee reviewed the form 990 prior to submission to the internal revenue service. In addition, the form 990 was provided to all members of the board before filing.”

“An annual disclosure of interest is required for all officers, directors or trustees, and key employees. These disclosures are reviewed against the accounts payable system to identify transactions with the organization. All disclosures and transactions are reviewed by the audit & business integrity committee and then provided to the chair of the board and the applicable committee chair. Any director with a determined conflict is prohibited from participating in the board's or committee's discussions and decisions with regards to that transaction and must not only recuse themselves but leave the room during the discussions.”

“The executive committee of the mmc board, which is comprised of independent board members, reviews on an annual basis the following as it relates to the compensation of the ceo and other key executives: 1) annual performance evaluations of the ceo and executives; 2) organizational and individual performance in achievement of strategic and individual incentive goals; 3) market data presented by an independent third party compensation consultant; and 4) base salary and incentive recommendations. The independent third-party consultant conducts and presents a reasonableness review of both base salary and total compensation for the ceo and key executives. The committee discusses, deliberates, and approves base salary and incentive compensation recommendations. Results are reported to the mmc board.”

“The governing documents for mmc are located on the state of maryland department of taxation's website. Mmc's financial statements are made public through the state of maryland charitable registration division. Financial statements for mmc are also available through the electronic municipal market access (emma) website via the continuing disclosure document. Mmc makes all relevant documents available to the extent required by law.”

“The compensation that dr. Iqbal, dr. Amalfitano, and dr. Ahmed receveived was for their services as physicians. Compensation for these individuals was for services provided in their capacity as independent contractors/employees of mmc and affiliates, not in their capacities as directors. The average hours per week listed for all of the officers and directors includes, but is not limited to, their time spend preparing for and attending board committee meetings, fundraising and attendance at community functions on behalf of mmc.”

“Mission: to improve the health of our community. Vision: to be the best health system. Our values: at mmc, we each support our mission and vision by living our values each and every day. By following our pledge, "i act", we each support mmc with: i=integrity - we do the right thing, no matter what. A=all in for quality outcomes - quality improvement isn't just something we talk about, it's a commitment we each live. C=community obsessed - we are our community and we are here to take care of our neighbors. This isn't just about medical care, it's about caring for the whole person. T=teamwork - nobody can do it alone. At mmc, we are one team that is diverse and inclusive, and we support one another and our goals.”

“Mmc is an acute care hospital located in hagerstown, maryland and serves the residents of western maryland, southern pennsylvania, and the eastern panhandle of west virginia. During fy24, mmc's patient days totaled 74,144, admissions totaled 17,472, er visits totaled 71,281, and approximately 2 million laboratory procedures were performed. In addition, there were 20,421 home health, 74,634 outpatient rehab, 12,086 outpatient behavioral health, and 23,825 cancer center visits. Mmc's physician practices completed 167,326 primary care, 241,961 specialty care, and 37,063 urgent care visits. The mmc strategic plan has bold goals to be achieved by 2030. Utilizing the quadruple aim framework, the 2030 bold goals consist of the following pillars of success: improve health in our community, improve healthcare, have joy at work, provide medical care that is affordable for our community. Listed below are the accomplishments under each pillar. Health -over 149,000 pounds lost and over 7,500 registered users and 50 employers. -$100k of food support annually. -15k+ free trips annually with mpc. -continued meritus care caller program. Healthcare -four harms a month, a 33% reduction over 3 years. -transparent health equity report and improvement. -happy to help culture. Joy at work -leadership diversity. -implemented $20/hr minimum wage. -ranked as a top employer in maryland for the 2nd time in 3 years. Affordability -number 5 in the state in efficiency. -solar energy and combined heat and power - $12m cost and 3.3mw produced.”

“Professional fees: program service expenses 36,364,584. Management and general expenses 9,091,146. Fundraising expenses 0. Total expenses 45,455,730. Contract labor: program service expenses 30,122,791. Management and general expenses 0. Fundraising expenses 0. Total expenses 30,122,791. Other: program service expenses 15,584,373. Management and general expenses 3,896,093. Fundraising expenses 0. Total expenses 19,480,466.”

“Change in net assets held by meritus healthcare foundation -2,634,191. Equity capital contribution to meritus enterprises -4,739,912.”