Palmetto Health

“Prisma health-midlands has four members: richland memorial hospital (class r member), baptist healthcare system of sc, inc. (class b member), tuomey (class t member), and prisma health (class hc member).”

“Six (6) directors shall be nominated and elected by richland (the "richland directors"), six (6) directors shall be nominated and elected by baptist (the "baptist directors"), and three (3) directors shall be nominated and elected by the class t member (the "tuomey directors"), the richland directors, the baptist directors, and the tuomey directors are referred to collectively as the "elected directors". The chair of the board of trustees of the class r member will be one of the richland directors, the chair of the board of trustees of the class b member will be one of the baptist directors, and the chair of the board of directors of the class t member shall be one of the tuomey directors, with all three (collectively, the "3 chairs") serving for a term equal to his or her term as chair of a board and otherwise without term limits. Notwithstanding the foregoing, (i) at least one (1) richland director and one (1) baptist director shall be a licensed physician or dentist; (ii) at least one (1) tuomey director shall be a licensed physician and an active member of the medical staff of prisma health tuomey; (iii) the tuomey director who is not a licensed physician or chair shall be a member of the board of directors of the class t member; and (iv) appointment and reappointment of the two (2) tuomey directors who are not the chair of the board of directors of the class t member are subject to the consent of the board, which shall not be unreasonably withheld or delayed, and for which purpose all tuomey directors are deemed to have a conflict of interest and therefore are ineligible to vote. Additionally, three (3) directors shall be appointed by the board following nominations. The elected directors and the appointed directors will be referred to collectively as the "directors." the class hc member shall have no authority to elect, appoint, or remove any directors.”

“The members' authority and privileges shall be limited to those set forth below. The right to elect, solely by class, the number of directors specified in, and in accordance with the right to remove, solely by class, directors. The approval of the class r member and the class b member shall be required in order for any of the following actions to be effective; provided, however, that the members may not initiate, or without action by the board cause, the approval of any such actions: (i) any change in the board that would result in those directors selected by the class r and class b members comprising, on a combined basis, less than a majority of the total number of directors; (ii) any change that would result in the class r member having the right to elect a different number of directors than the class b member; (iii) any change in a class r or class b member's rights regarding the election or removal of directors; and (iv) any amendment or repeal of these bylaws that would affect any authority or privilege of a class r member or a class b member. The approval of the class b member, the class r member, and the class hc member shall be required for any of the following actions to be effective: (i) approval of any amendment to, or repeal of, the articles of incorporation of the corporation (the "articles") which affects any authority or privilege of any member stated in these bylaws; (ii) approval of the dissolution, conversion, or liquidation (including any bankruptcy or insolvency filing with respect to the corporation as debtor) of the corporation that affects any distribution upon or in connection with a dissolution; and (iii) approval of any material amendment to or termination of the certificate of public advantage dated may 8, 1997, and issued by the south carolina department of health and environmental control, as amended from time to time. Only the approval of the class hc member, in consultation with the board, shall be required in order for any of the following actions to be effective: (i) any change in the mission statement, purpose statement, vision statement or similar statement(s) of the corporation; (ii) subject to all existing encumbrances and other commitments and to future encumbrances and commitments approved by hc, approval of any merger, consolidation, sale or lease of all or substantially all of the assets of the corporation; (iii) approval of the addition of a member; (iv) the corporation's entry, directly or indirectly, into any joint venture or joint enterprise with one or more third parties; (v) subject to all existing real property leases, approval of a merger, consolidation, sale, or lease of all or substantially all of the assets of baptist easley joint venture f/k/a palmetto health baptist easley ("phbe"), approval of the conversion of phbe to primarily an outpatient facility, or approval of the discontinuation of operation of phbe; (vi) approval of the dissolution, conversion, or liquidation (including any bankruptcy or insolvency filing with respect to the corporation as debtor) of the corporation that does not affect any distribution upon or in connection with a dissolution; and (vii) any amendment or repeal of these bylaws that would affect any right, power, and/or duty of the class hc member under these bylaws, provided, that, the class hc member may not exercise any power stated or contemplated in any manner that would cause the corporation or any affiliate of the corporation to be in breach of any material contractual commitment or obligation or licensure requirement to which it is a party or by which it is bound, or would reasonably be expected to have a material adverse effect on the tax-exempt status of the corporation or any of its affiliates, or would reasonably be expected to give rise to a default under or a right to accelerate any indebtedness of the corporation or any affiliate of the corporation. The approval of the corporation's board shall not be required for any of such actions”

“The return was prepared by an independent accounting firm with assistance and oversight by prisma health management. The return was reviewed by prisma health management and in-house legal counsel prior to filing with the irs. In addition, a copy of the return was provided to the prisma health-midlands board of directors prior to filing.”

“The directors, officers and key employees are required to disclose on an annual basis any conflicts of interest. These are reviewed by corporate compliance and when appropriate by the legal departments of prisma health. Additionally, corporate compliance compares annual disclosures by employed physicians to those disclosed by vendors through the open payments systems. Any exceptions are reviewed and communicated to the conflict of interest committee and the department chairperson. If prisma health determines that a prisma health team member or medical group member covered by this policy did not comply with the terms of the conflict of interest annual disclosure policy, or if prisma health discovers that one of these individuals had a significant financial or organizational interest that was not disclosed in a timely manner pursuant to this policy, prisma health will conduct a retrospective review, and if, upon conclusion of the review, the prisma health conflict of interest committee finds that a conflict of interest existed that could have affected the decision-making and/or independent judgement of the individual, prisma health will take appropriate steps in accordance with this policy to manage or eliminate the conflict and report its finding to the appropriate prisma health administrative body. A transaction in which a director of the corporation has a conflict of interest may be authorized, approved, or ratified by the vote of the board or a committee of the board if the material facts of the transaction and the director's interest are disclosed or known to the board or committee of the board, and the directors approving the transaction in good faith reasonably believe that the transaction is fair to the corporation. A conflict of interest transaction is authorized, approved, or ratified if it receives the affirmative vote of a majority of the directors of the board or on the committee who have no direct or indirect interest in the transaction, but a transaction may not be authorized, approved, or ratified under this section by a single director. If a majority of the directors on the board who have no direct or indirect interest in the transaction vote to authorize, approve, or ratify the transaction, a quorum is present for the purpose of taking action under this section. The presence of, or a vote cast by, a director with a direct or indirect interest in the transaction does not affect the validity of any action taken under this section if the transaction is otherwise approved as provided in this section. A resolution of the board may impose additional requirements on conflict of interest transactions.”

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

“Other Program Service Revenue - Total Revenue: 22474176, Related or Exempt Function Revenue: 22383639, Unrelated Business Revenue: 90537, Revenue Excluded from Tax Under Sections 512, 513, or 514: ;”

“Prisma health is responsible for establishing the compensation philosophy. As part of this undertaking, the executive compensation committee of the board of directors of prisma health, which is composed solely of independent directors of prisma health, sets the compensation payable to the executives and management leaders employed by prisma health and its related organizations who are considered as disqualified persons in accordance with section 4958 of the code and the applicable compensation philosophy to managers, directors, and employees. This process of independent establishment and review of compensation by the parent organization or the system is consistent with that utilized by the majority of large, multi-institutional healthcare systems. The executive compensation committee utilizes an expert independent compensation consultant retained by the committee to provide and evaluate compensation based on comparability data, market conditions, competition for talent, and other significant factors. Base compensation, variable incentive compensation, and benefits are all established and set after review by the committee of this data and the performance of the organization, and reports the independent consultant are included in the minutes of the deliberation by the committee. This process was last completed september 2024.”

“Equity Transfer to Related Organizations - -XXX-XX-XXXX; Increase in Interest in Affiliate Foundations - 9692008; OTHER CHANGES IN NET ASSETS - 1695550;”