Virginia Mason Medical Center

“The governing body delegates to an executive committee comprised of the chairman, vice chairman, secretary and treasuer the authority of the board of directors in the management of the corporation to act only in time sensitive or emergency situations as determined by the executive committee, such authority to be exercised in time periods between regularly scheduled meetings of the board of directors. All members of the executive committee are members of the governing body of the corporation. The executive committee are members of the governing body of the corporation. The executive committee does not have the authority to amend, alter or repeal the bylaws, elect, appoint or remove any member of the executive committee or any director or officer of the corporation; amend the articles of incorporation; adopt a plan of merger or adopt a plan of consolidation with another corporation; authorize the sale, lease o exchange of all or substantially all of the property and assets of the corporation not in the ordinary course of business; authorize the voluntary dissolution of the corporation or revoke proceedings therefore; adopt a plan for the distribution of the assets of the corporation; amend, alter or repeal any resolution of the board which by its terms provides that it shall not be amended, altered or repealed by the executive committee; or terminate the chief executive officer. The executive committee also periodically evaluates the effectiveess of virginia mason medical center's ("vmmc") systems for resolving internal conflicts. The board also delegates to the executive committee the authority of the board to make all appointments and reappointments to the medical staff of the hospital.”

“According to the bylaws of virginia mason medical center the entity's sole member is virginia mason franciscan health, a washington nonprofit corporation.”

“Virginia mason franciscan health is the sole corporate member of virginia mason medical center. According to the organization's bylaws, directors shall be appointed or refused by the corporate member. The corporate member may appoint one or more individuals to the board of directors, and may at any time remove, with or without cause, any member of the board of directors.”

“Virginia mason franciscan health ("vmfh") is the sole corporate member of virginia mason medical center ("vmmc"). Except as otherwise provided in the corporation's articles of incorporation, elsewhere in these bylaws, or in the laws of the state of washington, the corporate member shall have the specific rights set forth in the governance matrix. The rights of the corporate member shall be further subject to the powers reserved to csh under the governance matrix (subject to the bylaws of the corporate member) and as otherwise set forth in the bylaws of the corporate member. In addition, subject to the bylaws of the corporate member, the reserved powers of csh set forth in the governance matrix may be unilaterally exercised by csh on behalf of the corporation, at csh's sole discretion, if the corporation's board of directors fails to act upon such matters described in these bylaws, or if the corporation's board of directors attempts to act in a manner that conflicts with or overrides the actions or desires of csh with respect to such matters. The governance matrix may be amended from time to time by csh, and such amendments shall be deemed to be a part of these bylaws without further action. The corporation shall be deemed a "subsidiary" of csh for purposes of the governance matrix. In addition to the rights reserved to csh under the governance matrix, csh shall have the power to transfer assets of the corporation or to require the corporation to transfer assets to csh, to the extent necessary to accomplish csh's goals and objectives, and to provide for the payment of all indebtedness of csh or an entity controlled by, controlling, or under common control with csh (for purposes of this section, a "csh affiliate"), issued or incurred by or on behalf of csh or a csh affiliate in furtherance of csh's goals and objectives. The corporation shall not be required to violate its charitable purposes, these bylaws or its articles of incorporation, the terms of any restricted gifts, or the covenants of its debt instruments or other contracts as a result of any asset transfers made or directed by csh. Except for transfers previously approved by csh, either individually or as part of the csh healthcare system budget process, and except for transfers to an affiliate or subsidiary of the corporation, the corporation shall not transfer assets to entities other than csh or csh affiliates without the approval of csh.”

“Subsequent to the return being provided to the board, the tax department files the return with the appropriate federal and state agencies, making any non-substantive changes necessary to effect e-filing. Any such changes are not re-submitted to the board.”

“The organization has a conflicts of interest ("coi") policy (the "policy") in place to protect the interests of commonspirit health ("commonspirit") in circumstances that may result in a conflict between personal interests of a person and the interests of the organization and those it serves. Commonspirit's coi policy applies to commonspirit, its direct affiliates and subsidiaries and any related entity the governing documents of which require the entity to comply with commonspirit policy (collectively the "system entities"). The following persons are required to disclose actual or potential conflicts of interest at least annually (via a formal system-administered survey) if the person's affiliation with commonspirit continues: - members of corporate and community boards of system entities - members of committees of corporate and community boards of system entities - members of the executive leadership team ("elt") of commonspirit - corporate officers of system entities - employed physicians and advanced practice providers - key employees and highest compensated employees as specified by the internal revenue service for form 990 purposes who are not otherwise included in the categories above - employees of system entities at the vice president level and above - all individuals engaged in research at institutions owned or operated by a system entity - select employees as determined from time to time by leadership disclosure, review, and management of perceived, potential, or actual conflicts of interest are accomplished through a defined coi disclosure review process. Each person is required to promptly and fully disclose any situation or circumstance that may create a conflict of interest as soon as she/he becomes aware of it. In addition, at the inception of an individual's relationship with commonspirit (e.g. Hiring, board appointment), and for certain positions, annually thereafter, written conflict of interest disclosure forms must be completed. A failure to disclose may result in disciplinary or corrective actions. Reported potential or actual conflicts of interest are initially reviewed by legal, corporate responsibility or research integrity staff. If necessary, a conflict of interest management plan is developed, which plan shall be subject to acceptance by the appropriate direct manager, supervisor, medical staff office, board or board committee (for board, board committee, elt or corporate officer conflicts), or other appropriate individual or body. Once accepted, the conflict of interest management plan is communicated to the person with the actual or potential conflict and the individual must conduct themselves in conformity with the plan. In the event that a transactional conflict interest arises in connection with a system entity board meeting, the conflicted individual must disclose that conflict prior to or at the beginning of the meeting in which the matter is to be considered. The conflicted individual is excluded from voting on the transaction and is prohibited from using personal influence with respect to the matter, but is not prohibited from providing input if requested to do so.”

“For leadership positions with substantial influence (not including the president/ceo, who is paid by an unrelated organization), compensation is presented to the organization's executive committee for approval of base pay increases and incentive achievement. Compensation for other officers (including the president/ceo) and key employees of the organization is established by commonspirit health compensation using external compensation surveys or studies containing comparable data for similarly situated organizations, both taxable and tax exempt for similar job responsibilities. Commonspirit's board of stewardship trustees appoints a human resources and compensation committee, comprised exclusively of independent directors, who are accountable for setting reasonable compensation practices for certain executives within the organization. The human resources and compensation committee approves, consistent with the organization's philosophy and principles, the annual performance goals and criteria to be used in determining variable compensation. The human resources and compensation committee also engages an independent consultant and financial legal counsel to validate the organization's benchmarking approach and reasonableness of the total compensation and benefits packages for certain executives. Appropriate comparable data is obtained by the commonspirit health compensation department from independent third-party salary surveys, (e.g., total economic benefits paid by similarly situated organizations, both taxable and tax-exempt, for similar job responsibilities) for all other staff and leadership roles. The documentation of compensation decisions includes (a) the decision made and the date approved; and (b) the comparability data obtained and relied upon by the compensation department and the sources from which the data was obtained.”

“The organization's articles, bylaws, conflict of interest policy and financial statements are made available upon request.”

“Virginia mason medical center has not formally adopted a written policy or written procedure regarding joint ventures. However commonspirit health's, member of virginia mason franciscan health, system-wide joint venture model operating agreement incorporates controls over the venture sufficient to ensure that (1) the exempt organization at all times retains control over the venture sufficient to ensure that the partnership furthers the exempt purpose of the organization; (2) in any partnership in which the exempt organization is a partner, achievement of exempt purposes is prioritized over maximization of profits for the partners; (3) the partnership does not engage in any activities that would jeopardize the exempt organization's exemption; and (4) returns of capital, allocations, and distributions must be made in proportion to the partners' respective ownership interests. Any joint venture agreements that do not conform to the model agreement are generally reviewed by counsel.”

“Other fees for services: program service expenses 7,117,466. Management and general expenses 936,700. Fundraising expenses 0. Total expenses 8,054,166. Consulting: program service expenses 197,317. Management and general expenses 25,968. Fundraising expenses 0. Total expenses 223,285. Contract services: program service expenses 68,050,038. Management and general expenses 8,955,777. Fundraising expenses 0. Total expenses 77,005,815. Contract labor: program service expenses 13,151,872. Management and general expenses 1,730,862. Fundraising expenses 0. Total expenses 14,882,734. Purchased services: program service expenses 47,489,014. Management and general expenses 6,249,827. Fundraising expenses 0. Total expenses 53,738,841.”

“Capital transfers -6,500,000. Assets released from restriction 9,422,367.”