Brown Physicians Inc.

“The constituent foundations of brown physicians below provide the following management functions: brown medicine, inc. - finance and hr services university surgical associates, inc. - it services brown emergency medicine, inc. - it services”

“Effective november 15, 2022, the organization amended and restated its by-laws to include changes to the governance and operations of the organization and each of its founding members. Governance and operations of each of the founding members will be given in all respects to the organization as its sole corporate class b member and the class a physician members shall have no power or authority over the organization which would conflict with the class b member's exclusive right to exercise its reserve powers.”

“The organization has two classes of membership, class a and class b. The class a members consist of six department chairs from departments of the warren alpert medical school of brown university. The sole class b member is the dean of the warren alpert medical school of brown university.”

“The members of the organization have the power to appoint directors to the organization's board of directors. Each of the class a members appoints one director, and the class b member appoints two directors to the board, one of which is the dean of the warren alpert medical school of brown university.”

“Certain governance decisions of the board of director require a vote of two-thirds of the eligible class a members and the vote of the class b member to be approved. There are additional specific actions proposed by the board of directors that require the approval of the class b member before adoption.”

“The form 990 is not provided to the organization's full board of directors before it is filed. The form 990 is reviewed by the finance office and the president.”

“The organization's conflict of interest forms are required to be completed annually. The responses are compiled and follow up upon if the forms indicate potential conflicts.”

“The organization's articles of incorporation are available at the secretary of state's office and on the related website. The organization does not make its financial statements, by-laws or its conflict of interest policy available to the public as it does not believe that a public purpose would be served by doing so.”

“Other professional services: program service expenses 1,017,460. Management and general expenses 33,252. Fundraising expenses 0. Total expenses 1,050,712. Purchased services: program service expenses 201,893. Management and general expenses 146,513. Fundraising expenses 0. Total expenses 348,406. Payroll services: program service expenses 0. Management and general expenses 7,000. Fundraising expenses 0. Total expenses 7,000.”