West Virginia University Medical Corporation

“Membership in the Corporation is limited to physicians and surgeons licensed to practice medicine in West Virginia. Corporation members are Clinical Department physician faculty members of the West Virginia University School of Medicine. Each member occupies one of the following categories 1 Voting Full-time faculty members, 2 Non-voting Part-time faculty members.”

“There shall be sixteen 16 Directors of the Corporation. Voting Members shall include Nine 9 Directors shall be elected from and by the Full-Time physician faculty members that provide services primarily at locations other than locations affiliated with the West Virginia University School of Medicines Eastern Division the Eastern Division provided, at least six 6 of the Directors shall be elected from Full-Time Members that provide services primarily at West Virginia University Health Sciences Center in Morgantown, West Virginia. Two 2 Directors shall be elected from and by the Full-Time Members that provide services primarily at the Eastern Division. Of the Directors to be elected from the Eastern Division, one Director shall be a primary care provider, and one shall be a specialty service provider and the Dean of the School of Medicine. Non-Voting Members shall include The Chief Medical Officer of the Corporation, the Chief Medical Officer of the Eastern Division, the Dean of the Eastern Division, and the Chancellor for Health Sciences shall be ex-officio members of the Board of Directors without vote.”

“Proposed revisions to the by-laws are subject to approval by majority vote of the Board. Such revisions are then subject to approval by two thirds 2/3 of the full faculty members present in person or by written proxy at a regular or duly called special meeting of the Corporation, and shall be effective when approved by the President of West Virginia University.”

“Form 990 is prepared by the West Virginia United Health System tax team with assistance from the Corporations accounting manager. Before the 990 is filed with the IRS, it is reviewed by the VP of Finance prior to being presented to the Finance Committee and Board members to ensure they have an understanding of the information provided in the form.”

“Annually employees, board members, and physicians are required to answer questions regarding any potential conflicts of interest including business and family transactions. The Corporate Compliance and Legal departments review the reports for any discrepancies and follow up as necessary.”

“A compensation committee reviews performance, goals, and comparable market data to determine compensation for the officers and key employees.”

“The organizations Form 1023 and Form 990 are available to the public upon request.”

“The organization makes its governing documents, conflict of interest policy and financial statements available to the public upon request.”

“The Board of Directors are elected from and by the full-time physician faculty members of the Corporation. Compensation reported for the Board members is for work performed as physicians within the Corporation, not for their service on the Board. In accordance with IRS regulations and Form 990 instructions Former officers, key employees, and Board of DIrectors have been listed as appropriate.”

“The By-Laws of West Virginia University Medical Corporation were amended effective January 1, 2024, to reflect an increase in the number of voting board members and the composition of the Boards voting and non-voting members.”

“WVUMC maintains payroll for physicians and advance practice professionals, all other staff WVUMC are paid by West Virginia University Hospitals, Inc WVUH, EIN 55-0643304 whereby WVUH pays employees and is reimbursed by WVUMC for the expense in accordance with their Joint Operating Agreement. All entities file appropriate payroll tax filings.”

“Other changes in net assets or fund balances consists of 5,928,520 transferred to the WVU School of Medicine and JOA payments, 1,072,195 related organization capitalization, 23,741 donated capital, 1,600,000 State Account Credit, and 1,600,000 AEF Tax.”