Baychildren'S Physicians

“Bcp shall have two members: the regents of the university of california, a california constitutional corporation acting on behalf of the university of california, san francisco, and children's hospital and research center at oakland, a california nonprofit public benefit corporation. They shall have all the rights of members of a california nonprofit public benefit corporation that are provided in the california corporations code and these bylaws, including the right to vote. The members may exercise their votes and attend membership meetings of bcp by resolutions of the members' respective governing bodies or through the action of any person expressly authorized by the members' respective governing bodies. Members will not have any property rights and no individual liability.”

“The board shall not without prior written approval of both members, which approval may be given, withheld or conditioned by each member in its sole and absolute discretion, perform or commit or authorize or direct any officer of bcp to perform or commit the election or removal, with or without cause, after consultation with the board, of the chair of the board, the vice-chair, the secretary, the executive director, the medical director or the treasurer of bcp.”

“Members shall elect the following persons to the board: half of the non-ex officio directors can be selected by uc in its sole discretion, subject only to the restrictions set forth in bcp's bylaws. As well as half of the non-ex officio directors can be selected by chrco in its sole discretion, subject only to the restrictions set forth in bcp's bylaws.”

“The tax preparers furnish a draft copy of the form 990 to the organization. The draft of the form 990 will be reviewed by the chief executive officer and board members. Following this review, any changes will be incorporated and this new draft will be submitted for final approval. The final form 990 will be distributed to board members for review before filing with the internal revenue service.”

“All interested persons are required to complete an annual disclosure statement in regards to potential or actual conflicts of interests. If an actual or potential conflict occurs, the board shall appoint a committee to investigate alternatives to the proposed transaction. The board shall exercise due diligence in determining whether the proposed transaction is fair and reasonable. In regards to a failed disclosure of a conflict of interest: the board shall allow the interested person an opportunity to explain the failure to disclose and determine appropriate disciplinary and corrective action.”

“Compensation for the executive director was reviewed and approved by the independent board of directors.”

“California law requires that the corporation file its articles of incorporation (and any amendments or restatements with respect thereto) with the california secretary of state. Baychildren's physicians has done so. Copies of the articles can be obtained by members of the public through the office of the california secretary of state. There is no legal requirement that the corporation provide copies of its governance documents directly to members of the public. To obtain a copy of the governing documents, conflict of interest policy, and financial statements, one must submit a written request to the risk management department of baychildren's physicians and a copy will be sent to the return address.”

“Physician services: program service expenses 29,637,901. Management and general expenses 0. Fundraising expenses 0. Total expenses 29,637,901. Purchased services: program service expenses 3,359,557. Management and general expenses 295,195. Fundraising expenses 0. Total expenses 3,654,752.”

“The audit committee assumes responsibility for financial oversight of the audit of its financial statements. Further, the board approves the audited financial statements based on recommendation from the audit committee.”