Medica Central Health Plan

“Medica central health plan has entered into an administrative service agreement with medica services company (msc), a related taxable organization. Through this agreement, msc leases its employees and provides various management/administrative services to medica health plan and medica health plan pays for such services throughout the year.”

“The sole member of the corporation is ms community nfp jv, llc, a delaware limited liability company. Both medica central health plan and ms community nfp jv, llc are part of the integrated health care system known as medica health.”

“The member has the power to appoint additional, successor or replacement members and appoint and remove directors of the corporation.”

“The member has the following powers: a. To establish and change the mission, philosophy and values of the corporation; b.to approve additional, successor or replacement members; c. To appoint and remove the directors; d. To appoint and remove the president and other officers of the corporation and the chief executive officer of any operating division of the corporation; e. To approve amendments to the articles of incorporation of the corporation as provided therein; f. To approve amendments to the bylaws of the corporation; g. To approve the merger, consolidation or dissolution of the corporation; h. To approve the formation of a controlled subsidiary or a remotely controlled subsidiary; i. To approve the sale of all or substantially all of the assets of the corporation; j. To approve the acquisition or disposition by the corporation of another legal entity or an interest in another legal entity; k. To authorize or approve the acquisition or disposition by the corporation of real property or any interest in real property; l. To establish centralized employee benefit, insurance, investment, financing, corporate responsibility, performance assessment and improvement and other operational and support programs; to require the participation of the corporation in such programs; and to authorize the opening and closing of bank accounts and investment accounts in the name of the corporation in connection with such programs; m. To approve the annual budget and strategic, financial and human resources plan of the corporation; n. To appoint the auditor and corporate counsel for the corporation; o. To authorize and approve the borrowing of money and entering into financial guaranties by the corporation, including actions relating to the formation, joining, operation, withdrawal from and termination of a credit group or an obligated group and the granting of security interests in the property of the corporation; p. To require the corporation to transfer assets, including but not limited to cash, to the member or to any other entity exempt from federal income tax as an organization described in 501(c)(3) of the internal revenue code of 1986, as amended, or the corresponding provision of any future united states internal revenue law, which is controlled by the member, to the extent necessary to accomplish the mission, goals and objectives of the member as determined by the member; q. To approve the transfer of assets by the corporation to any entity other than the member, other than transfers made in the ordinary course of operations of the corporation which will not require member approval; and r. To determine the extent to which and the manner in which the powers described in this section which are reserved to the member with respect to the corporation are to be included in the governing documents of any controlled subsidiary, remotely controlled subsidiary or non-controlled subsidiary and exercised with respect to any controlled subsidiary, any remotely controlled subsidiary or any non-controlled subsidiary; s. To approve any financial statements for any fiscal year, change the fiscal year of the corporation or change the basis of the corporation's accounting policies, other than as required by generally accepted accounting principles, as applicable; t. To enter into, extend, renew or modify any material contract or make any capital expenditure which involves payments exceeding $500,000, other than contracts or transactions included in the annual budget or an approved variance therefrom; u. To execute or otherwise enter into any employment agreement, hire or fire (with or without cause) or set or amend the compensation level of any officer of the corporation or other similarly compensated person; v. To file any claim or lawsuit against any person except where the amount claimed is less than $500,000 or settle any claim or lawsuit or release any debt owed the corporation except where the amount is less than $500,000; w. To confess a judgme”

“There are no committees with authority to act on behalf of the governing body.”

“Medica's tax advisors complete the return, medica's finance staff review the return before it is signed by the cfo. A copy will be provided to the board of directors prior to filing with the irs.”

“Annually all employees of medica services company and directors of all medica entities complete a conflict-of-interest disclosure and are required to review the current policy. All potential conflicts are reviewed by legal/compliance.”

“Medica central health plan does not have any employees. All compensation is paid by a related organization which uses the following process to determine compensation: a compensation committee reviews and obtains the board's approval for total compensation for the president/ceo. The committee also reviews and approves total compensation recommendations made by the ceo for the executive and senior vice presidents, and reviews all officer compensation and annual performance goals approved by the ceo. The committee review and makes recommendations to the board regarding officer and non-officer compensation guidelines for medica and its subsidiaries, periodically reviewing market data to assess medica's competitive position.”

“Medica does not consider its conflict-of-interest policy to be a confidential or proprietary document. Therefore, medica would make this policy available to anyone who requests it. Certain medica entities are required to file annual financial statements with the regulators. Medica considers financial statements that are filed with the regulators to be public documents. Financial statements, governing documents, conflict of interest policy, and form 990s are available upon request.”

“Certain individuals reported on form 990, part vii split their time between all entities under medica holding company. The average hours per week reported in part vii are the total hours per week for all medica organizations. The following changes to the officers of medica health plans occurred during the taxable period: in 2024 krista dusil was appointed as chief financial officer of the organization”

“Other purchased services: program service expenses 4,602,178. Management and general expenses 4,354. Fundraising expenses 0. Total expenses 4,606,532.”

“Change in nonadmitted assets 169,209.”