University of Maryland Medical System Foundation Inc

“The organization did not compensate its executives; but, rather, the executives received compensation from a related organization. Accordingly, the organization's parent company determines the executive compensation paid to its executives in the following manner prescribed in the irs regulations: executive compensation packages are determined by a committee of the board that is composed entirely of board members who have no conflict of interest. The committee acquires credible comparability market data concerning the compensation packages of similarly situated executives. The committee carefully reviews that data, the executive's performance and the proposed compensation packages during the decision making process. The committee memorializes its deliberations in detailed minutes reviewed and adopted at the next-following meeting. The committee seeks an opinion of counsel that it has met the requirements of the irs intermediate sanctions regulations. This process is used to determine the compensation packages for all management employees from the vice president level and up.”

“University of maryland medical center, llc (ummc) is the sole member of ummsf.”

“The Board of Director's Elected Directors shall include at least three (3) members of the Board of Directors of the Corporate Member ("UMMC Director(s)") and at least one (1) member of the Board of Directors of UMROI ("UMROI Director(s)"). The Board of Directors Ex-Officio Directors shall include: (i) the Executive Director of the Corporation; (ii) the President/Chief Executive Officer of the Corporate Member or his/her designee; (iii) the President of Midtown or his/her designee; and (iv) the President/Chief Executive Officer of UMROI or his/her designee. Each Director of the Corporation shall satisfy any qualifications contained in the Charter of the Corporation.”

“Actions Requiring Approval of the Corporate Member. Each of the following actions taken by the Board of Directors of the Corporation (the "Board") requires the approval of the Corporate Member only: A. Any incurrence of debt or modification of debt by the Corporation, in an amount of Five Million Dollars ($5,000,000) or less in any fiscal year; or B. Any acquisition, purchase, sale, disposition or encumbrance of real property, in an amount of Two Million Five Hundred Dollars ($2,500,000) or less in any fiscal year. II. Actions Requiring Approval of the Corporate Member and Parent Corporation. Each of the following actions taken by the Board of Directors of the Corporation (the "Board") requires the approval of the Corporate Member and Parent Corporation: A. Any amendment to the Corporation's Articles of Incorporation or Bylaws, however, the Parent Corporation's approval of amendments to the Corporation's Bylaws is only triggered if such amendment restricts or eliminates any power or authority granted to the Parent Corporation pursuant to such Bylaws; B. Any merger or consolidation of the Corporation; C. Any sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all of the property or assets of the Corporation; D. The dissolution of the Corporation; E. Any incurrence of debt or modification of debt by the Corporation, in an amount greater than Five Million Dollars ($5,000,000) in any fiscal year; F. The creation of joint ventures or the creation of any new subsidiary; G. Any acquisition, purchase, sale, disposition or encumbrance of real property, in an amount greater than Two Million Five Hundred Dollars ($2,500,000) in any fiscal year; or H. Selection of outside legal counsel for the Corporation III. Reserved Powers of the Parent Corporation. The Parent Corporation shall have the affirmative right to cause the Corporation to take any of the following actions without the prior approval of the Board, provided that advanced written notice thereof is given to the Board and to the Corporate Member: A. Subject to Section 10.6 of the Bylaws, the selection of the independent auditor for the Corporation; B. The incurring of debt or modification of any existing debt; or C. The integration of support functions, including but not limited to legal, compliance, finance and information technology, in order to enhance efficiency throughout the University of Maryland Medical System.”

“The University of Maryland Medical System ("UMMS") prepares the IRS Form 990 for UMMS and its affiliates. Information needed to complete the return is gathered by accounting personnel in the Finance Shared Services department under the supervision of the UMMS Tax Director. Draft returns are prepared using IRS-approved tax software. Once a draft return is prepared, it undergoes multiple levels of review both internally by UMMS tax & finance personnel, and externally by Ernst & Young LLP. Following any necessary changes to the return, a final draft is reviewed by each affiliate's vice president of finance and/or CFO. Prior to filing the IRS Form 990, the organization's board chairman, treasurer, governance committee, finance committee or other member(s) of the board with similar authority will review the IRS Form 990. All board members are provided with a copy of the final IRS Form 990 before filing.”

“The filing organization follows the University of Maryland Medical System (UMMS) Conflicts of Interest Policy, which requires that all Covered Persons disclose conflicts of interest or potential conflicts of interest between their personal interests and the interests of the organization, or any entity controlled by or owned in substantial part by the organization. Covered Persons means any member of the organization's Board of Directors, a member of a committee of the Board, an officer, or an employee of organization (including subsidiaries) at the VP level or above. The organization (or its sole member) is responsible for administering and enforcing the Conflicts of Interest Policy (Policy). The Governance Committee (or other Board committee having similar authority) reviews any and all conflicts, shall report annually to the full Board on the administration, infractions, and enforcement of the Policy and shall report at the earliest opportunity all matters of concern to the full Board in executive session while interested parties are recused. The organization or its sole member's Compliance Officer is the responsible administrative authority to assist the Board in administering and enforcing the Conflicts of Interest Policy and bringing concerns to the oversight committee. A questionnaire which discloses potential conflicts of interest is distributed annually to Covered Persons. The Chief Compliance Officer of the University of Maryland Medical System Corporation (UMMS) distributes and collects the responses for UMMS and other affiliates, and may be called for consult when potential conflicts are disclosed. If the oversight Committee determines that a Conflict of Interest exists, the Committee shall notify the Covered Person and the organization's Board Chair, and further will notify the full Board at its next meeting. Furthermore, in the event the Committee determines that an actual or perceived Conflict of Interest exists, the Committee shall decide how to address the Conflict of Interest. If the Committee determines that a Conflict of Interest exists but that the organization may enter into the subject transaction or arrangement, the interested Covered Person shall be recused from all deliberations and decisions concerning said transaction or arrangement, any arrangements with that entity, and compensation or benefits for officers, directors, and trustees. Furthermore, the Chair of the Board and the Chairs of the oversight Committee and the Audit and Compliance Committee shall not have any Business Transactions with UMMS, nor shall their Family Members. If the oversight Committee determines that a Covered Person has used their position to accrue Excess Benefits or to knowingly assist others in accruing Excess Benefits in any way at the expense of the organization, the Committee shall recommend to the Executive Committee appropriate corrective action to be taken.”

“The organization's governing documents are made publicly available through the state of maryland via the secretary of state's office. The conflict of interest policy is generally available on the organization's or affiliate's website. Financial statements are made publicly available on a quarterly basis through filings on the electronic municipal market access ("emma") system.”

“Umms is a multi-entity health care system that includes 11 acute care hospitals, 1 acute care hospital owned in a joint venture arrangement and various supporting entities. A number of individuals provide services to various entities within the system. In general, the officers and key employees of umms average in excess of 40 hours per week serving the different entities that comprise umms.”

“Pursuant to a master loan agreement dated december 1, 2017 (the "master loan agreement"), as amended, umms and several of its subsidiaries have issued debt through the maryland health and higher educational facilities authority (the "authority"). As security for the performance of the bond obligation under the master loan agreement, the authority maintains a security interest in the revenue of the obligors. The master loan agreement contains certain restrictive covenants. These covenants require that rates and charges be set at certain levels, limit incurrence of additional debt, require compliance with certain operating ratios and restrict the disposition of assets. The obligated group under the master loan agreement includes the corporation, umroi, um midtown, um baltimore washington, shore health (um memorial and um dorchester), um chester river, um charles regional, um st. Joseph, um upper chesapeake, um harford memorial, um laurel, um capital region, bowie health center (bowie), and um medicine foundation. Each member of the obligated group is jointly and severally liable for the repayment of the obligations under the master loan agreement of the corporation's $1,736,659,000 of outstanding authority bonds on june 30, 2024. All of the bonds were issued in the name of umms and are reported on schedule k of its form 990.”

“Contract Services - Total Expense: 1922023, Program Service Expense: 289432, Management and General Expenses: 1580329, Fundraising Expenses: 52262;”