Centre County Cancer Center

“The members of the corporation shall be mount nittany medical center and penn state milton s. Hershey medical center, both of which are nonprofit corporations in pennsylvania.”

“The members are responsible for the appointment of equal numbers of directors of the corporation and the removal of such directors (such removal power being reserved to the member who appointed the director) with or without cause.”

“In addition to the appointment and removal of directors, the members have the following powers to approve reserved before the corporation shall take action: -the adoption, revocation, or restatement of the articles of incorporation or bylaws of the corporation. -any material change in the purposes of the corporation or the nature or scope of the business conducted by the corporation. -any fundamental change, including: (i) the merger or consolidation of the corporation with or into any other entity; (ii) the division of the corporation; (iii) the exchange of membership interests in the corporation for equity interests of any other entity; (iv) the grant of reserved powers or any other governance interest to a third party; or (v) the sale or lease of any material portion of the assets of the corporation other than in the ordinary course of business. -the corporation's creation of, or participation by the corporation in, a subsidiary, joint venture, partnership, limited liability company or other similar arrangement. -any material change in the accounting method affecting the financial statements or tax returns of the corporation, other than a change required under generally accepted accounting principles. -any issuance of additional, or transfer of existing, membership interests in the corporation (except for transfers described in section 2.03). -any loan to any person or entity other than for payables and receivables in the ordinary course of business. -any distributions by the corporation to its members, except as authorized in the corporate membership agreement. -the appointment and removal of the executive director of the center. -the employment, contracting, or leasing of a physician to provide professional or administrative services at the center; provided that member consent shall not be required for locum tenens physicians. -any mandatory capital contributions of the members in excess of capital contributions required by the corporate membership agreement. -voluntary declaration of bankruptcy or seeking of reorganization under the insolvency laws by the corporation. -any other material transaction involving the corporation or its business not in the ordinary course of business, except that either member at any time may elect to dissolve the corporation pursuant to section 4 of the corporate membership agreement. -in addition to the foregoing, the members will approve the execution of any third party payor contract where there is disagreement among the directors. However, with respect to any non-medicare, non-medicaid third party payor contract proposed by either member or the directors appointed by such member, the non-proposing member will not withhold or delay approval unless the terms of such proposed managed care or third party payor contract are, in the aggregate, less than 125% of medicare.”

“The form 990 is prepared by an independent accounting firm based on the audited financial statements and information provided by the accounting department of the organization. The return is completed in draft form and reviewed by management of the organization before filing with the irs.”

“The organization has a conflict of interest policy which covers interested persons. An interested person is any person in a position to exercise substantial influence over the business, operations, ethical, and/or competitive position. This includes, but is not limited to, any director, executive, key employee, and member of the medical staff. The board may also determine that a person other than an interested person shall be treated as an interested person with respect to a particular contract transaction, or arrangement. An interested person must disclose all material facts related to the existence of any actual, apparent, or potential conflict of interest to directors considering the proposed transaction, arrangement, or policy. Directors, executives, and key employees complete an annual disclosure statement. Members of the medical staff complete a disclosure statement every other year, coinciding with their application for reappointment to the medical staff. These individuals are also required to disclose any transaction or relationship which arises between submissions of the disclosure statement. The board annually reviews and evaluates the disclosure statements and determines if there are any conflicts that are so pervasive as to render any director ineligible for service. If a potential conflict of interest arises as a result of a contemplated board action, the president or the interested person, or any other director, shall raise the question of the interested person's conflict of interest. The board will evaluate the disclosure and material facts related to the transaction and will make a determination as to whether the interested person has an impermissible conflict of interest. Before making this determination, and depending upon the circumstances, the interested person will be asked to leave the meeting while the evaluation of the conflict and the transaction is discussed and decided upon. If the determination is that a conflict exists, the interested person is so advised. If it is determined that a conflict of interest exists, the interested person may make a presentation at the board meeting concerning the transaction or arrangement under consideration and may be asked to remain for questions on this presentation; however, after the presentation and question period, the interested person is asked to leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the conflict of interest. If an individual whose company or employer has a business relationship with the organization, but the individual does not have an impermissible conflict of interest with respect to this business relationship, the individual may nonetheless voluntarily recuse him/herself from voting on any matters related to this relationship.”

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

“Salaries and benefits reported on part ix are allocated expenses for time that individuals work on centre county cancer center. All employees are employees of mount nittany medical center ("mnmc") and penn state milton s. Hershey medical center ("hershey"), the member organizations. All required employment tax returns are filed by mnmc and hershey.”

“Transfers from/(to) members 918,274.”