Ucare Iowa

“Ucare iowa, inc. Has an administrative service agreement with ucare minnesota to provide overall management and administration of ucare iowa, inc.'s business. Ucare iowa, inc.'s business, includes but is not limited to, administrative management, financial management, provider contracting services, marketing services and public affairs services, and other tasks as may be necessary to carry out any policies related to ucare iowa, inc.'s business. Ucare iowa, inc. Reimburses ucare minnesota for all costs and expenses directly and indirectly incurred and associated with the business and operation of ucare iowa, inc.”

“The corporation's sole member is ucare minnesota, a minnesota non-profit corporation organized to operate as a health maintenance organization under minnesota statutes, chapter 62d and exempt from taxation under section 501(c)(3) of the internal revenue service code. Ucare minnesota as the corporate member, has all powers and voting rights afforded by law to voting members of service insurance corporations under wisconsin statutes chapter 613 and applicable sections of iowa statutes.”

“The directors are elected automatically by virtue of their election to the ucare minnesota board of directors, unless a different director is elected by ucare minnesota as corporate member acting through its board of directors. Such different directors need not be resident of iowa, and may or may not be enrollees receiving coverage or services from the corporation although at least 40% of the directors shall be enrollees of the corporation or ucare minnesota.”

“In addition to the powers set forth in iowa for members, ucare minnesota has reserved to itself the following powers concerning the governance of the corporation, which shall be expressed through the ucare minnesota board of directors: (a) the approval of any plans of merger or consolidation by the corporation with any foreign or domestic corporation, voluntary dissolution of the corporation, or any sales, lease, or transfer of all or substantially all of the corporation's assets; (b) the approval of the grant of a security interest in all or substantially all of the corporation's assets or the guarantee of any indebtedness before such ecurity interest or guarantee becomes legally binding, and (c) the amendment of the articles of incorporation or by laws.”

“The form 990 was prepared by the controller and reviewed by an independent accounting firm. Ucare provided a copy and reviewed the detail of the completed 990 form with the board's finance and audit committee. Ucare also provided a copy of the completed 990 form to all members of the board of directors via the board's on-line portal prior to the finance and audit committee's report to the board. Upon approval by the board of directors, the 990 form was filed with the internal revenue service.”

“Ucare requires completion of an annual questionnaire by its board members, officers, and senior executives, which is designed to surface potential conflicts of interest. In addition, ucare's conflict of interest policy requires disclosure to the board chair and/or ceo of a potential conflict involving a director, officer, or management staff when a particular transaction arises. If the board or designated board committee determines that a potential conflict exists related to a transaction requiring action by the board, the policy calls for the board member with the potential conflict to abstain from voting. In addition, a majority of the disinterested directors must find that the transaction is fair and reasonable to the operation and that the organization could not reasonably find a more advantageous transaction from another entity without a potential conflict. The policy also requires disclosure of potential conflicts to the board or designated committee even for transactions not requiring board action.”

“Ucare iowa, inc. Will provide governing documents, conflict of interest policy and/or financial statements upon request.”

“The authority and process for selecting the financial statement auditor and for overseeing the financial statement audit did not change during the year.”