Msu Health Care Inc

“The board of trustees of michigan state university is the sole member of msu health care, inc.”

“The corporate member shall have such rights and powers as are provided in the articles, the bylaws, and the laws of the state of michigan, including the following powers: (a) to amend the articles and/or the bylaws; (b) the appoint or remove, with or without case, any director of the corporation, as described herein; (c) to vote on all matters in which the vote of members with voting rights is required under the articles, the bylaws, or the laws of the state of michigan; (d) to approve the corporation's merger, dissolution, consolidated, or reorganization; (e) to approve the acquisition, sale, lease, transfer, or other alienation of the majority of the corporation's assets, other than in the usual and regular course of the corporation's business; (f) to approve the indebtedness of the corporation in excess of 20% of the annual budget of the corporation; (g) to approve the disposition of the corporation's assets as the time of the corporation's dissolution, subject to the articles (h) to approve the corporation entering into any joint ventures or creating any subsidiary organizations with a capital commitment greater than $10 million dollars; and (j) to approve changes in the corporation's mission or philosophy powers that are not reserved to the corporate member or otherwise delegated by the board of directors shall be exercised by the corporation's board of directors, subject to the limitations contained in the articles, the bylaws, and applicable law. Among such powers, the board of directors shall have authority to discuss, vote upon, and present any of the above matter to the corporate member for its approval.”

“SEE LINE 7A EXPLANATION”

“The form 990 is prepared by the organization's independent accountant, reviewed and approved by the audit committee and cfo, and provided to the board prior to being filed.”

“Each director and principal officer shall annually sign a statement which affirms that such person has received a copy of the policy, has read and understands the policy, has agreed to comply with the policy, and understands the corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors considering the proposed transaction or arrangement. The interested person shall then leave the board of directors meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board members shall decide if a conflict of interest exists. If a conflict of interest exists, the chairperson shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement to determine whether the corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the board shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation's best interest, for its own benefit, and whether it is fair and reasonable, and it shall make its decision as to whether to enter into the transaction or arrangement. Failure to disclose actual or possible conflicts of interest shall result in appropriate disciplinary and corrective action.”

“The ceo's employment and compensation plan were approved by the board of trustees of michigan state university, a related organization. Any raises given (outside of the annual university-wide increase) are based upon an external survey of compensation. Similar survey data is used for msu health care inc. Board of directors who are also msu deans and department chairs. Compensation for key employees is based on annual evaluations and union contracts. All raises are approved by the ceo. Any raises over 10% are required to be approved by the executive vice president of health sciences for michigan state university.”

“Governing documents, conflict of interest policy, and financial statements are available to the public upon request.”

“The board does not have any independent directors because they are all compensated by a related organization, but ultimately the organization is controlled by the sole member, another 501(c)(3), which does have an independent board.”

“The process has not changed since the prior year.”