Medical Faculty Associates Inc

“There may be an executive committee consisting entirely of trustees that shall exercise all the powers of the board of trustees permitted under applicable law during intervals between meetings of the board of trustees. The executive committee may not (i) amend or repeal the articles of incorporation or these bylaws, (ii) authorize distributions (as described in the district of columbia nonprofit corporation act), or (iii) fill vacancies in trustee or executive committee positions. The executive committee shall report on its actions to the board of trustees. The board of trustees shall have the power to rescind any vote or resolution of the executive committee, but no such recession shall have retroactive effect.”

“The following significant changes were made to the organization's bylaws: - removed the chief physician executive position both as a trustee and as an officer. - expand the group of individuals eligible to serve as a "chair trustee" to include directors of the centers of excellence and permit them to be appointed to shorter terms as appropriate to maintain staggered terms. -update the audit committee responsibilities to include the following required reports and reviews: audited financials, conflict of interest, institutional policies, legal issues. -updated board procedures to add robert's rules of order as a procedural reference. -provide that one person cannot hold more than two offices. -clarify the signatory authority of the ceo and treasurer. -remove ability of the "full participating physicians" to initiate a bylaws amendment. -add the chief executive officer of the george washington university hospital as an ex officio trustee -amend number of president-appointed trustees to no fewer than one and no more than two and establish timing of the appointment and terms of president-appointed trustees.”

“George washington university became the sole member of mfa on december 14, 2018.”

“As the sole member of mfa, george washington university has the control to appoint and remove a majority of the directors or trustees.”

“As the sole member, the george washington university has the right to approve the appointment and removal of the ceo as well as apppoint members of the mfa board subject to certain bylaws provisions, approve the annual budget, approve significant affiliations, business transactions and relationships and approval to the articles and bylaws.”

“The form 990 was prepared by an external, independent, professional services firm with the assistance by mfa's finance team. Once the form 990 was completed, it was shared electronically with the board members.”

“The medical faculty associates (mfa) previously delegated the management and monitoring of its conflict of interest policies, procedures to the george washington university's office of ethics, compliance, and risk which distributes an annual disclosure form to identified populations. Disclosure forms as well as any ad hoc disclosures are summarized and shared with the office of the general counsel, the finance, audit, risk and compliance committee of the board of trustees, and other board committees as appropriate. Any disclosure which reveals facts that indicate an actual or apparent conflict is reviewed and, when appropriate, a plan is developed and implemented to eliminate, manage, or mitigate such conflict. These plans are monitored and enforced through ongoing oversight, coordinated by the office of ethics, compliance, and risk in cooperation with the mfa. Beginning in march 2023, the responsibility for these items returned to mfa.”

“The executive committee and compensation committee (the "committee") of the mfa's board of trustees is delegated the authority by the board to set executive compensation. The committee reviews and determines the mfa's compensation for the ceo; reviews and approves the compensation recommended by the ceo for the key employees and senior officals on an annual basis. In making its assessments, the committee obtains compensation information prepared by an independent compensation consulting firm that includes market data from comparable non-profits for comparable positions. The committee reviews its membership for possible conflicts of interest and confirms that members do not have a conflict with respect to a compensation arrangement or property transfer under consideration. In determining the ceo's compensation, the committee considers the consultant's report and market data in addition to the terms of her employment contract. The committee also takes into consideration accomplishments for the current fiscal year as well as goals for the upcoming fiscal year. When reviewing the reasonableness of the key employees and other senior officials compensation, in addition to considering the consultant's report and market data, the committee also reviews their performance, taking into account the ceo's recommendations and other information as it deems appropriate from time to time, such as goals and accomplishments, length of service, and prior salary history. If the compensation is above market data, the committee considers all relevant factors and, if it approves the compensation as reasonable, explains its rationale and includes its explanation in the minutes.”

“All of the organization's governing documents, conflict of interest policy, and financial statements are available to the public upon request. Requests can be made in writing via regular mail or email.”

“Contract physicians: program service expenses 8,089,044. Management and general expenses -15,732. Fundraising expenses 0. Total expenses 8,073,312. Collection fees: program service expenses 167,545. Management and general expenses 0. Fundraising expenses 0. Total expenses 167,545. Temporary agencies: program service expenses 151,954. Management and general expenses 129,937. Fundraising expenses 0. Total expenses 281,891. Referral test pathology: program service expenses 188,188. Management and general expenses 0. Fundraising expenses 0. Total expenses 188,188. Management consultants: program service expenses 4,843,716. Management and general expenses 22,492,860. Fundraising expenses 0. Total expenses 27,336,576. Other contract services: program service expenses 7,045,833. Management and general expenses 13,247,438. Fundraising expenses 0. Total expenses 20,293,271. Other instructional contract services: program service expenses 0. Management and general expenses 267,303. Fundraising expenses 0. Total expenses 267,303.”

“The process has not changed from the prior year.”