Children'S Clinics For

“The bylaws were amended in october 2023 and include the following significant changes: article 4.1 was revised to update the date and time of the annual board of directors meeting which is now determined by the board of directors. Article 5.3.7 was added to allow for a family representative who is a person who has a child being treated by the clinic. Article 5.12 was revised to remove the requirement of having at least one physician director present at a board meeting for which there is a quorum for the transaction of business. Article 8.2 was added to define operating officers of the corporation to be the chief executive officer and the chief financial officer.”

“Members must be either (i) nonprofit, charitable organizations which are exempt from federal income taxes under section 501(c)(3) of the internal revenue code of 1986, as amended, and which are licensed by the state of arizona to operate an acute care hospital or which own or control any nonprofit, charitable organization which is so licensed; or (ii) nonprofit, charitable organizations which are exempt from federal income taxes under section 501(c)(3) of the internal revenue code of 1986, as amended, that provides funds for the delivery of charitable health care services. The initial members were tucson medical center (tmc) and banner university medical center (bumc). Tmc and bumc are equal members, each entitled to one vote on matters acted upon by the members. Square and compass children's clinic (s&c) is not a member of the corporation but participates as a philanthropic stakeholder of the corporation in accordance with the bylaws.”

“Per the bylaws, there shall be no fewer than 9 voting directors. Directors shall be appointed as follows: 2 directors shall be appointed by s&c; 2 directors shall be appointed by tmc; and 2 directors shall be appointed by bumc. The directors appointed by s&c, tmc and bumc are referred to as the organizing directors. The president of the ccrs clinic medical staff or a member of the medical staff designated by the president shall be appointed a director by the organizing directors. A physician member of the ccrs clinic medical staff who is engaged in the private practice of medicine in pima county, arizona and who is not a full-time faculty member of the university of arizona college of medicine and also is not employed by any organization affiliated with the college of medicine shall be selected and appointed a director by the organizing directors. A physician member of the ccrs clinic medical staff who is a full-time faculty member of the university of arizona college of medicine shall be selected and appointed a director by the organizing directors. A person who has a child being treated by the clinic may be appointed as a family representative. Each of the foregoing directors shall have a single and equal vote on the board of directors. Additional persons may be selected to serve on the board of directors if approved by 2/3 of the directors entitled to vote and must include the consent of 1 director appointed by s&c, tmc and bumc.”

“Certain decisions of the board of directors are ""member decisions and must be approved by unanimous agreement of the organizing directors entitled to vote. Member decisions include the following actions: 1. The amendment of the articles of incorporation or bylaws; 2. The acquisition or creation of any subsidiary or controlled corporation; 3. The merger or consolidation of the corporation with another corporation, or the entering into any joint venture, partnership, limited liability company, or other business venture with a third party; 4. The dissolution or liquidation of the corporation; 5. The expenditure of any funds in excess of those previously approved in the capital and operating budgets of the corporation; 6. The entering into any loan, indebtedness, guaranty, security interest, mortgage, surety, hypothecation; 7. The disposition of any assets in excess of such monetary sum as the members may determine from time to time to any person other than to the members or a subsidiary of the members; 8. The appointment of an independent auditor or hiring of independent counsel; 9. The approval of the annual operating and capital budgets and any material or substantial modification or amendment thereof; and 10. The selection, removal or replacement of a board member.”

“Form 990 is reviewed by the chief executive officer and chief financial officer. After the form is reviewed by the ceo and cfo, a copy is provided to the entire board prior to filing.”

“The organization monitors conflicts annually by requiring each board member to fill out a disclosure form. Any determination of conflict is made by the board president and/or vice president. The conflict of interest policy covers all of the board of directors, and a separate policy exists for employees and contractors. If there is a conflict the board will decide whether the person or people with the conflict will be included in the vote. If it is determined that they should not vote on the matter, then they will be excluded from the vote.”

“A compensation committee was created for the ceo's salary. Information was obtained in the form of a salary survey by this committee. They then decided on current salary based on the data obtained. The ceo salary was last determined in 2017. Neither the ceo nor any employee participates in the compensation committee. All executive positions are included in our all staff annual assessment. This includes complete salary grades for all roles every 2-3 years with an assessment of years of experience and where they fall within given pay scales, plus any applicable annual cost of living assessment as provided by our vendor cbiz. The coo position was hired in 2015. Information was obtained from the medical group management association and the arizona council of human services. Salary.com was utilized for comparability. A similar process was done for the cfo position in 2014.”

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