Pacmed Clinics

“Per section 2.1 of the organization's bylaws, the organization's sole corporate member is pacific hospital and preservation development authority (phpda), a public authority organized pursuant to the revised code of washington (the "rcw") 35.21.660, 35.21.670, and 35.21.730-.755 and seattle municipal code ch. 3.110. Prior to the organization's inception, the health care activities it currently carries on were undertaken by the phpda. The phpda's history dates back to 1933, when its beacon hill campus was constructed as the first united states public health service hospital in the seattle area. Over the years, the region's health care demands changed and in 1981, the u.s. Public health service hospital metamorphosed into a public development authority. The phpda was recognized as exempt from taxation under section 501(c)(3) of the code in 1982. (the phpda's ein is 91-1153993).”

“Section 2.2 of the bylaws sets forth the voting rights of the sole member (phpda), which function as approval rights with respect to the transactions described in section 2.2: "(a) amendment of articles of incorporation and amendment of this article ii and section 10.6 of the bylaws; (b) adoption of a plan of merger or consolidation with another corporation; (c) authorization of the sale, lease, or exchange of all or substantially all of the property or assets of the corporation; (d) authorization of the voluntary dissolution of the corporation or revocation of proceedings therfor; or (e) adoption of a plan for the distribution of the assets of the corporation."”

“The board of directors delegates the review of the form 990 to the board's compliance and audit committee (c&ac). The organization's controller works closely with an outside accounting firm in preparing the return. The final draft of form 990 is also reviewed by the controller and cheif financial officer prior to providing this draft to the c&ac. The c&ac then meets with the accounting firm to discuss the form 990. Subsequent to the c&ac's review, the committee distributes copies of the return to the entire voting board before the return is filed.”

“The compliance committee of the board is charged with monitoring proposed or ongoing transactions for conflicts of interest and addressing any potential or actual conflicts. Pursuant to the conflicts of interest policy, an annual conflict of interest questionnaire, aimed at determining any family and business relationships and transactions or other transactions that may pose a potential conflict, is distributed to all covered persons (i.e., board members, officers and executive leadership or key employees). Covered persons are required to disclose real or potential conflicts at the time when such conflicts arise. When someone becomes a covered person and annually thereafter, each covered person is required to sign a statement affirming that he/she: (1) has received a copy of the conflicts or interest policy; (2) has read the policy and understands said policy; and (3) agrees to comply with all requirements of the policy, including completing the conflicts of interest questionnaire. The completed questionnaires are reviewed by the compliance committee and any persons with actual or potential conflicts are informed via written communication. The procedures for addressing any conflict of interest include, but are not limited to, the following: (1) the conflicting interest is fully disclosed to the board; (2) the interested person responds to factual questions related to the substance of the transaction or arrangement being considered, after which he/she shall leave the meeting; (3) the person with the conflict of interest is excluded from the discussion and approval of such transaction; (4) alternatives to the proposed transaction are investigated, competitive bids or comparable valuations are obtained; (5) any conflicting issues during the course of a board meeting which cannot be resolved is referred to the governance committee; and (6) the transaction or action must be approved by a majority of disinterested persons.”

“The board, through its compensation committee charter adopted april 27, 2006, establishes a requirement that any compensation arrangement for the ceo or any other "disqualified persons" (as defined in section 4958 of the internal revenue code of 1986, as amended (the "irc")) be established pursuant to a process that is consistent with the organization's status as an entity described in section 501(c)(3) of the irc. The process established by the committee requires that compensation paid to such individuals be reasonable, that decisions with respect to such individuals' compensation be determined by disinterested persons based on appropriate comparability data, and that the organization contemporaneously document the basis for such decisions.”

“While federal tax laws do not mandate that the organization's governing documents, conflict of interest policy, or financial statements be made available for public inspection, the organization makes its governing documents and conflict of interest policy available upon request. The financial statements are summarized in the company's community service report which is also available upon request.”

“Volunteers provide administrative services to clinics and purchasing as well as serve time participating as board members of the organization.”

“Consultants: program service expenses 2,192,143. Management and general expenses 1,285,037. Fundraising expenses 0. Total expenses 3,477,180. Purchased services - medical: program service expenses 57,460,429. Management and general expenses 0. Fundraising expenses 0. Total expenses 57,460,429. Purchased services - non-medical: program service expenses 2,886,529. Management and general expenses 2,516,793. Fundraising expenses 0. Total expenses 5,403,322. Contract staff: program service expenses 2,194,381. Management and general expenses 695,893. Fundraising expenses 0. Total expenses 2,890,274.”