University Physicians & Surge Ons Inc.

“Marshall health network, inc. (mhn) has become the sole corporate member of cabell huntington hospital, inc ("corporation"). Marshall health network, as sole corporate member, it is also the sole corporate member of st. Mary's medical center inc, pleasant valley hospital dba rivers health, and university physicians & surgeons inc dba marshall health. Marshall health network inc is organized exclusively for charitable purposes within the meaning of section 501(c)(3) of the internal revenue code of 1986, as amended, and any corresponding provision of any future internal revenue laws, as a supporting organization described in section 509(a)(3) of the code, the purpose of which is to operate exclusively for the benefit of, to perform the functions of, and to carry out the charitable, scientific, and educational purposes of the supported organization that it is now the sole corporate member of above.”

“The board of directors consist of eleven (11) voting directors. Only physicians and osteopathic physicians appropriately licensed to practice medicine or osteopathy, respectively, and that are appointed faculty members of the school of medicine are eligible to serve as a director. Effective october 1, 2023 through september 30, 2025 the eleven (11) voting directors of the board of directors shall consist of: (a) the dean of the marshall university joan c. Edwards school of medicine, who, by virtue of his or her office, shall be an ex officio director; (b) the chief physician executive (hereinafter cpe), who, by virtue of his or her office, shall be an ex officio director; (c) three (3) directors appointed by the dean from among the chairs of the departments of the school of medicine and the vice deans of the school of medicine, which directors shall serve terms two (2) years. (d) one (1) director elected from among the clinical chairs of the departments of the school of medicine by a plurality vote of the clinical chairs of the departments of the school of medicine, which director shall serve a term of two (2) years. (e) one (1) director elected from among the faculty of the school of medicine by a plurality vote of faculty members of the school of medicine, which director shall serve a term of two (2) years. (f) four (4) directors appointed by the chair upon the written assent of the chief executive officer of the corporate member, with one such director being privileged and primarily practicing at cabell huntington hospital, inc., one such director being privileged and primarily practicing at st. Mary's medical center, inc., one such director being privileged and primarily practicing at huntington internal medicine group, and one such director being privileged and primarily practicing at pleasant valley hospital, inc. Dba rivers health, which directors shall serve a term of two (2) years. The cpe serves as the chair of the board of directors. The dean serves as the vice chair of the board of directors.”

“Marshall health network, as sole corporate member, has reserved powers to change the purposes of the corporation, amend the articles of incorporation and/or bylaws, dissolve the corporation, consolidate/affiliate this corporation with other organizations. In addition, mhn will manage actions initiated by the corporations board of directions for the following items: adoption of strategic and business plans, adoption of annual operating and capital budgets, approval of any changes to the capital debt, the creation or acquisition of additional affiliated organizations and joint ventures, adoption or changes to master clinical compensation and benefit plans, manage the assets, manage clinical faculty changes, final approval over the various practices of medicine, appointment of a president to serve as ceo, approve unbudgeted expenditures including debt, and approval of certain contracts.”

“The form 990 is reviewed by the organizations management in consultation with an independent accounting firm. The financial review is based on the organizations audited financial statements for the relevant time period. The cfo will review the 990 with the finance/audit committee and the board of directors at the next scheduled board meeting.”

“At the beginning of each year, officers, directors, and key employees are sent an annual questionnaire addressing the conflict-of-interest policy. Each completed questionnaire is reviewed by the vice president over the respective individuals department and general counsel to determine if a conflict exists. If a conflict does exist, an in-depth analysis is performed to determine any impact to the organization.”

“The board of directors shall employ and maintain officers or corporate executives howsoever named in such number as may be determined by the board of directors from time to time, which officers or executives will serve at the pleasure of the board of directors and who shall be responsible for the day-to-day operations of the corporation. The officers or corporate executives' salary is reviewed and approved by the dean in his capacity as both the dean of the jcesom and related organization and as the vice chair of the board of directors. Comparative salary information from the association of american medical colleges' group on business affairs and group on faculty practice as well as the medical group management association is examined by the dean. Salaries of all major clinical department chairs, executive management team members and departmental administrators are also reviewed and approved utilizing a similar process. The board of directors of related organization has adopted a written executive compensation policy setting forth the board philosophy with respect to the compensation of its executives. An executive compensation committee comprised of board members has been delegated the responsibility for establishing compensation of the executive officers of the organization in keeping with the philosophy established by the board. The compensation committee has engaged the outside consulting firm of yaffe and associates, a firm which specializes in analyzing non-profit executive compensation. The outside consulting firm periodically provides the committee with relevant data concerning the compensation levels of executives of hospitals similar in size to the organization and in comparable geographic areas. The compensation committee considers this data together with the extent to which pre-established goals have been accomplished and the financial performance of the hospitals and establishes the compensation level for the executive officers.”

“The executive's director's salary is reviewed and approved by the dean by the dean in his capacity as both the dean of the jcesom and related organization and as the vice chair of the board of directors. Comparative salary information from the association of american medical colleges' group on business affairs and group on faculty practice as well as the medical group management association is examined by the dean. Salaries of all major clinical department chairs, executive management team members and departmental administrators are also reviewed and approved utilizing a similar process.”

“Form 990 is maintained at the organization's administrative offices and is made available for public inspection upon request.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available upon request through the in-house general counsels office. The financial statements can be accessed by letter, in person or via web search.”