Preston Memorial Medical Group

“David goldberg and kevin gessler have a business relationship.”

“The sole member of preston memorial medical group is preston memorial hospital corporation.”

“Preston memorial medical group's board members are elected or approved by preston memorial hospital corporation and by monongalia health system.”

“The board of directors of the corporation shall manage and control the business, property and affairs of the corporation, and shall have all powers and authority necessary to effect such management and control; provided, however, that monongalia health system, inc. Shall have the authority to exercise the following powers, which powers shall be exercisable by the board of directors of monongalia health system, inc. And which constitute powers reserved to monongalia health system, inc.: (a) approving annual operating and capital budgets of the corporation; (b) making recommendations to the corporation's board of directors, and, ultimately, having approval or veto power as to what services are offered at or through the corporation, including, without limitation, the power to approve the filing of any certificate of need or request for exemption or determination of non-reviewability and other extraordinary filings, and the power to approve or require the addition, revision or discontinuance of any service or services; (c) approving non-budgeted expenditures in excess of $100,000.00 on a cumulative basis and $50,000.00 on an individual basis in any budget year; (d) approving any amendments to the articles of incorporation or bylaws of the corporation; (e) directing the corporation to make capital contributions to monongalia health system, inc. To maximize the efficiency and operation of the health care system of monongalia health system, inc.; (f) approving, upon recommendation by the board of directors of the corporation, or rejecting, the election of, and directing the removal of, any member or members of the corporation's board of directors, provided, however, if qualified candidates are available and statutory and regulatory obligations will be met, preference will be given to residents of preston county, west virginia, to serve as board members on the board of directors of the corporation; (g) approving the merger of or with, or consolidation by, the corporation; (h) approving the sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all of the corporation's property or assets; (i) approving a plan of distribution for the corporation; (j) approving a plan of distribution for the corporation's assets; (k) intervening in the corporation's operations if performance and/or commercially reasonable financial targets are not met (such intervention to include, without limitation, prohibiting certain activities or expenditures; imposing management control over financial, operating or other matters; supervising management; changing management; directing asset management; providing direct loans or assistance; or other intervention); (l) directing inter-company transfers of cash, property or assets between the corporation and monongalia health system, inc.; (m) requiring the corporation to participate in key strategic affiliations with third parties to maximize the efficiency and operation of the health care system of monongalia health system, inc.; (n) requiring the corporation to participate in managed care contracts and global pricing or payment arrangements to maximize the efficiency and operation of the health care system of monongalia health system, inc.; (o) approving any incurrence of debt in the amount of $250,000.00 or greater, individually or in the aggregate, by the corporation; (p) approving any non-budgeted sale or other disposition of the corporation's assets in excess of $100,000.00 on an individual basis; (q) approving all of the corporation's joint venture arrangements with accountable care organizations, group purchasing organizations, health insurers, health maintenance organizations, health plans, or other organizations or entities; and (r) approving all academic and other key strategic affiliations between the corporation and entities outside monongalia health system, inc.”

“The governing body is provided a copy of the form 990 for their review prior to submission. The members are asked to inform management of any questions or revisions they may have. If changes are made, based on member's revisions, management redistributes a final version to all board members.”

“Annually, a conflict of interest questionnaire is sent out to all board members. The board reviews all responses for possible conflicts of interest and determines what types of decisions that a member is prohibited from participating.”

“Governing documents and the conflict of interest policy is available upon request. Financial statements are made available through public disclosure with the wv health care authority.”

“Preston memorial medical group ceased operations in 2024 and thus has discontinued its program services.”