Affiliated Medical Services

“Affiliated medical services (ams) has two members - baylor college of medicine and the university of texas health science center of houston, a component of the university of texas system.”

“The organization has two members, each of which has one vote. The members elect the trustees.”

“Per article 2.5 of the bylaws, the following matters are reserved soley for the members and, following consultation with the board of trustees, shall require the affirmative action of the members to be effective: a) any amendment or restatement of the articles of incorporation; b) approval and adoption of annual operating and capital budgets of the corporation; c) any financial expenditure which deviates from the corporation's annual operating and capital budgets if the sum of such financial expenditure and the sum of all prior financial expenditures which themselves deviate from the corporations annual and capital budgets, per fiscal year exceed $5,000; d) the sale, lease, mortgage or other transfer or encumbrance of the real property of the corporation; e) any sale, lease mortgage or other transfer of encumbrance (collectively, "transfer") of the personal property and assets of the corporation if the sum of such transfer and the sum of all prior transfers, per fiscal year, exceed $5,000; f) any merger, acquisition, consolidation or dissolution of the corporation; g) giving or seeking grants; h) settlement of claims or litigation; i) approval and adoption of the salaries, compensation and other benefits to be paid to physicians employed by the corporation.”

“The general director presents the form 990 to the board and is available to answer board member questions.”

“The board of trustees regularly and consistently monitors and enforces compliance with this policy.”

“The related organizations hire a qualified independent compensation analyst to review and assess current compensation, and any proposed modifications for the president and ceo, other senior officers, chairs, deans, vice presidents and those employees earning over a certain dollar threshold. The management development and compensation committee of the board of trustees of each of the related organizations reviews and, in reliance on, the report from the independent compensation consultant, which includes an opinion on the "reasonableness"fair market value" of proposed compensation, may modify the compensation for the president and ceo. The committee documents the basis for its determination on such compensation concurrently with making the determination.”

“The organization has available and will provide copies of the governing documents, conflict of interest policy, and financial statements to any member of the public that requests such information.”

“Financial statements and reporting the organization's financial statements are not compiled, reviewed, or audited by an independent accountant. The organization's financials consist only of a contract billed and collected from the harris county hospital district and the distribution of those funds by baylor college of medicine and the university of texas health science center at houston. An audit would be costly and have no benefit because the financials have one simple transaction.”