Southwestern Health Resources Hospitals Joc

“Texas health resources (thr) and ut southwestern medical center (utsw) encourage employees to become involved in philanthropic endeavors in their communities. As a result, thr and utsw employees who are serving as officers, board members, or key employees may, from time to time, also serve on the boards of various community organizations such as church boards, united way, etc. There may be a business relationship as a result of multiple thr and utsw employees serving on the same community boards. Thr and utsw employees serve as the corporate officers of each subsidiary organization. As thr and utsw employees, all officers have a business relationship within the organizations of the thr and utsw systems. Thr also appoints system officers to the boards of various controlled joint ventures. As thr system employees, various officers of the organization may have a business relationship through serving on thr controlled joint venture boards.”

“SWHR Hospital JOC has two member organizations, Texas Health Resources (THR) and UT Southwestern Medical Center (UTSW), classified as a 501(c)(3) public charity and a governmental entity as a component part of the University of Texas System respectively; each of these members supports other 501(c)(3) organizations or governmental hospitals.”

“The members have sole authority to appoint officers and trustees. Texas Health Resources reserves the power to appoint 50% of the officers and trustees and UT Southwestern Medical Center reserves the power to appoint 50% of the officers and trustees.”

“The members have reserved the following rights: * any fundamental change to the purposes of the corporation, * any amendment, restatement or repeal of the Certificate of Formation or the Bylaws, * any merger, consolidation, dissolution , sale or other transfer, * any admission of additional members to the Corporation or * any other matters specified as reserved, specifically decisions regarding any matter that would impact the exempt nature of the members or any other restrictions impacting the members fundamental character. UT Southwestern Medical Center (UTSW) Reserved Matters: * any activities of the Corporation that are determined by UTSW in good faith, to be inconsistent with the requirements that UTSW's participation as a member of the Corporation serves a public purpose; * any activities of the Corporation that are determined by UTSW, in good faith, to be inconsistent with the compliance requirements under Article III, Sections 49, 50 and 51 of the Texas Constitution; * any activities of the Corporation that are determined by UTSW, in good faith, to jeopardize the protections afforded to UTSW and UTSW's employees as a state agency and employees of a state agency, (i) all of UTSW's rights and protections of sovereign immunity, (ii) all the rights and protections of UTSW and UTSW's employees under Chapters 101, 104 and 108 of the Texas Civil Practices & Remedies Code, and (iii) all the rights and protections of UTSW and UTSW's employees under the Eleventh Amendment, qualified immunity, and United States v. Stevens, 559 U.S. 460 (2010). * any activities of the Corporation that are determined by UTSW in good faith to be inconsistent with the requirements of covenants associated with any outstanding UTSW indebtedness. Texas Health Resources (THR) Reserved Matters: *any activities of the Corporation that are determined by THR, in good faith, to be inconsistent with the compliance requirements of THR's mission or tax-exempt status; and * any activities of the Corporation that are determined by THR, in good faith, to be inconsistent with the compliance requirements of covenants associated with any outstanding THR indebtedness.”

“The Texas Health Resources (THR) tax department staff prepares the Form 990 for Southwestern Health Resources. In order to accurately prepare the return, the tax staff works closely with various other departments of Southwestern Health Resources and both THR and UT Southwestern Medical Center (UTSW) to gather and review the information needed to complete the return. The departments involved in this process include, but are not limited to accounting, finance, treasury, human resources, payroll, legal, governance, and corporate compliance. The returns are then reviewed twice within the tax department before being given to two financial representatives, one from THR and one from UTSW. The Form 990 will be provided to two board members (one representing THR and one representing UTSW) before it is filed with the IRS.”

“SWHR Hospitals JOC has adopted a conflict of interest policy. During the first quarter of each fiscal year a duality and conflict statement form is distributed to all of the officers and trustees. All disclosed conflicts are reviewed and reported to the governing body. Progressive corrective action is taken for any identified non-compliance which may include removal from a board or committee or counseling if the person fails to provide the disclosure. In addition, SWHR-JOC monitors physician payments through a public database implemented by CMS. Managment plans are executed as needed based upon disclosures. SWHR-JOC also educates the board annually through either a web based or live compliance training.”

“The organization does not pay compensation to officers or board members. All compensation is paid by either Texas Health Resources (THR), UT Southwestern Medical Center (UTSW) or Southwestern Health Resources Clinically Integrated Network, a management structure owned jointly by THR and UTSW. The organization relies on Texas Health Resources and UT Soutwestern Medical Center with centralized compensation professionals to review and establish the compensation of the organization's officers.”

“The organization does not make its governing documents or conflict of interest policy available to the public.”