Affiliated Medical Services

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

“One half of the members of the board and their replacements shall be elected by baylor college of medicine and one half of the board and their replacements shall be elected by the university of texas health science center at houston.”

“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 the conflict of interest policy. All members of the board are subject to this policy. In the event the board considers entering into a transaction or arrangement in which a potential conflict of interest arises, the interested trustee must disclose the potential conflict to the board. The board may investigate alternatives to the proposed transaction or arrangement through an appointed non-interested person or committee. Approval requires a majority vote of trustees, without counting the vote of the interested trustee.”

“The top officials of affiliated medical services are compensated by related organziations. These related organizations hire a qualified independent compensation analyst to review and assess current compensation, and any proposed modifications for the general director and other officers. 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 top officials. 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.”