Northern Berkshire Medical PC

“Members, stockholders, or other persons: northern berkshire medical pc is organized as a stock corporation. The corporation has one authorized shareholder. The sole shareholder/director is authorized to take such actions and execute such documents as they deem necessary and appropriate to carry out the purpose of the organization. The affairs of the corporation shall be managed and conducted by a sole director, subject to the authority and direction of the svmc board. The sole holder of the issued and outstanding shares of the corporation shall be that individual who is (i) licensed to practice of medicine in the commonwealth of massachusetts; (ii) designated by southwestern vermont medical center or its successor ("svmc") to be a shareholder of the corporation; (iii) is the chief medical officer or an employee of svmc or an affiliated entity or is deployed to svmc or an affiliated entity under a professional services agreement with svmc or an affiliated entity; and (iv) subscribes to and complies with the stock transfer and indemnification agreement with svmc or its successor (hereinafter referred to as the eligible shareholder). No such individual may be an officer, shareholder, director or employee of any other corporation engaged in the practice of medicine without the written prior approval of the president of svmc or its successor. The shareholder shall not issue or authorize the issuance of any additional shares or amend the certificate of incorporation or bylaws in a manner adverse to the purposes set forth in this agreement, the certificate of incorporation, the bylaws or without the prior written consent of the corporation and svmc. All by-laws of the corporation shall be subject to alteration or repeal, and new by-laws may be adopted either by the vote of a majority of the outstanding shares of the corporation entitled to vote in respect thereof, or by the vote of the board of directors, provided that in each case notice of the proposed alteration or repeal or of the proposed new by-laws be included in the notice of the meeting at which such alteration, repeal or adoption is acted upon, and provided further that any such action by the board of directors may be changed by the shareholders, except that no such change shall affect the validity of any actions theretofore taken pursuant to the by-laws as altered, repealed or adopted by the board of directors, and provided still further than any amendment of article xi shall require the written prior approval of the president of southwestern vermont medical center or its successor. In november 2022, the board of trustees of the corporation approved an affiliation and integration agreement (the agreement) with dartmouth-hitchcock health ('d-hh'). Under the terms of the agreement, the corporation and dhh will integrate their governance structures, coordinate their financial activities, and consolidate administrative functions over time to the extent that efficiencies can be achieved. The agreement became effective july 1, 2023, which had d-hh as the sole corporate member of svhc.”

“Please see form 990, section a, line 6 response above.”

“Please see form 990, section a, line 6 response above.”

“Form 990 review process: 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. Prior to filing with the irs, the draft 990 is reviewed by the sole director of northern berkshire medical pc as well as the finance committee and full board of directors of southwestern vermont health care corp, a related organization.”

“Monitoring compliance with conflict of interest policy: trustees, senior officers, and senior medical staff members are required to disclose conflicts of interest and potential conflicts of interest to the corporate compliance officer annually. If the corporate compliance determines that a potential conflict of interest exists, the matter is referred to the audit and compliance committee for review and may be referred to the board of trustees.”

“Compensation review: the organization's officer compensation is paid by southwestern vermont medical center (svmc). The process svmc uses to determine compensation is as follows: the board engages an outside consulting firm to review comparable salary data and uses national professional organization survey data in the determination of salary and benefits. Process begins with a request to svmc's compensation consultant astron solutions to perform a market analysis of the position. This report is used as the basis for structuring compensation during the next contract period. Using the results of the market analysis with input from our ceo, the compensation offer for the next contract period is developed and incorporated into the contract. The compensation is then discussed by the governance committee of the board with astron solutions in attendance. Astron solutions will provide a written letter confirming their agreement.”

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

“Psa fees: program service expenses 617,854. Total expenses 617,854. Purchased services: management and general expenses 63,982. Total expenses 63,982.”

“Transfer from affiliates 609,027.”