Loma Linda University Shared Services Inc

“Corporate membership. The corporate membership (the "membership") of lluss pursuant to section 9310 of the california nonprofit religious corporation law shall be lluh acting by and through its board of trustees, meeting as the "membership or its executive committee to the extent specifically provided herein. The membership of the corporate member may not be assigned, transferred or encumbered in any manner whatsoever, either voluntarily or involuntarily. Unless otherwise specified herein, all questions shall be determined by a majority of the member's board of trustees, or its executive committee, as applicable, present and voting, unless otherwise specified in the member's bylaws.”

“Lluh, as the corporate member, through its board of trustees has reserved powers to appoint the governing board of lluss and to remove from office any trustee of the governing board of lluss with or without cause.”

“Powers reserved to the member. The powers reserved for the member, which shall only be exercised by the lluh board upon a majority vote of its trustees present and voting at a regular or special membership meeting whenever a quorum is present, are to: 1. Approve or ratify all changes to the articles of incorporation or bylaws of lluss, as the member. All such changes to the articles of incorporation or bylaws shall be initiated by the board of lluss. 2. Appoint the board for lluss 3. Remove from office any director of lluss with or without cause; 4. Review and consult with the board of directors of lluss regarding the appointment of the president/chief executive officer of this entity. However, the selection, appointment and removal of such president and chief executive officer is the legal responsibility of the board of directors of lluss; 5. Establish guidelines for the borrowing of funds by lluss. 6. Approve any significant change in the corporate purposes of lluss. 7. Approve any merger, consolidation, dissolution or sale of lluss. 8. Approve any exceptions to the guidelines for the borrowing of funds by lluss. 9. Approve major new construction projects of lluss; 10. Approve new corporations subsidiaries to lluss. 11. Review the annual audited financial statements of lluss; 12. Receive the annual budgets of lluss; 13. Require lluss to establish contracting guidelines; and 14. Require lluss to have a compliance program. If the membership does not give approval or ratification of an item under this article vii, then the item will be returned to the lluss board of directors for reconsideration before resubmission. Limitation. Nothing in these bylaws is intended, nor shall be construed, to diminish the authority of the lluss board of directors over its own strategic, operational and management issues as required by california law, accrediting bodies, and/or financing documents.”

“This form 990 is reviewed by management and is made available to the audit committee and the board for review and comment before filing. Internal audit has reviewed this 990.”

“General counsel annually obtains statements of disclosure from trustees, officers, administrators, key employees and others who make or affect significant decisions and reviews the findings with appropriate boards and committees. The board of trustees makes the decisions regarding questions which have not been satisfactorily answered after administrative consideration.”

“Lluh, lluss' parent organization, employs an independent outside consulting firm to benchmark compensation for lluh employees, including the ceo and top management. Lluh provides administrative services for lluss. The lluh executive compensation committee uses the results of the independent survey to establish pay scales for the next fiscal year. The executive compensation committee sets the total compensation below the industry mean and median amounts provided in the survey. The executive compensation committee is composed of trustees appointed by the lluh board who are independent of lluh's management. The executive compensation committee is appointed by the lluh board of trustees to have direct responsibility for establishing compensation, policies, and benefits for the senior executives of lluh. The committee's process includes contemporaneous substantiation of deliberations and decisions. For key employees other than the officers as well as employees in leadership positions, lluss management, through the human resource department, obtains the services of an independent consulting firm to conduct nationwide compensation surveys. Management uses the comparable benchmarks in the survey results to establish or review pay scales for the position. This survey, conducted by the independent consulting firm, is performed for the organization every two years. Internally, the human resource department conducts annual surveys using at least three survey results from independent firms to establish or review the reasonableness of compensation amounts. This process was last undertaken in december of 2014 for the position of svp, advancement held by bussell, rachelle. This process was last undertaken in december of 2014 for the position of provost/coo, llu held by carter, ronald. This process was last undertaken in december of 2013 for the position of evp, hospital operations & ceo, llumc held by fike, ruthita j.. This process was last undertaken in december of 2014 for the position of evp, medical affairs & dean, school of medicine held by hadley, henry roger. This process was last undertaken in december of 2014 for the position of president & ceo held by hart, richard henry. This process was last undertaken in december of 2014 for the position of evp, human resources and risk management held by hubbard, mark lee. This process was last undertaken in december of 2014 for the position of svp, finance held by lalas, angela manalo. This process was last undertaken in december of 2014 for the position of evp, finance & administration & cfo held by lang, kevin j..”

“Lluss' form 990 will be made available for public inspection upon request in accordance with irs guidelines.”

“Lluss will make its governing documents and conflict of interest policy available to the public upon request and in accordance with irs guidelines. The conflict of interest policy is posted on the organization's internal website for employees. The financial statements are included in the irs form 990 which is available to the public on the guidestar website (www.guidestar.org).”

“Transfers to affiliates -2,447,535.”