Southwell Ambulatory Inc

“Southwell, inc. Is the sole member of southwell ambulatory, inc. Southwell is a tax-exempt organization as described in internal revenue code section 501(c)(3).”

“All appointments to the board of directors are filled by the remaining members of the board subject to the approval of southwell, inc.”

“As the sole member, the following actions cannot be taken without the approval of the member: 1) fill vacancies in, nominate and approve the election of and approve or direct the removal of directors of the organization; 2) approve all amendments, modifications, restatements and alterations of the organization's articles of incorporation or bylaws; 3) approve mergers, consolidations, acquisitions, joint ventures, affiliations or any other reorganization; 4) approve the sale, transfer, long-term lease, long-term encumbrance, mortgage or disposition of all or substantially all assets and of any real property owned; 5) approve any plan of dissolution; 6) approve and determine the distribution of assets of the corporation upon dissolution subject to article x of the organization's articles of incorporation; 7) add or remove members of the organization; 8) approve any material incurrence of debt; 9) appoint or remove the chair of the board of directors.”

“Form 990 is prepared by an independent certified public accountant from information provided by management and from audited financial statements. After the return is prepared and prior to filing with the irs, the return is reviewed in detail by senior financial management. A copy of the return is then made available to all board members prior to filing.”

“The organization annually distributes a conflict of interest questionnaire to each member of the board of directors. Board members must disclose any potential conflicts. Any board member with a potential conflict must recuse themselves from the meeting at which the potential conflict is discussed. Only non-conflicted members may decide to pursue a transaction involving a conflict if a majority of the remaining members determine the transaction is in the organization's best interest. Violation of the coi policy is subject to corrective action.”

“Governing documents are filed with and available on the georgia secretary of state website or through that office. Governing documents can also be obtained by contacting the organization. A public inspection copy of form 990 is available upon request.”

“Fund balance transfer from trhs 3,543,460”