Association of University Physicians

“None of the voting members are independent. The uwp board of trustees is comprised of the 19 clinical chairs of the university of washington school of medicine, six at-large members elected by the voting uwp membership, the medical director for the uw physicians network (a non-profit, tax exempt corporation closely affiliated with the university of washington), the medical director for the fred hutchinson cancer center (a tax exempt entity for which the university of washington participates as one of three corporate members), and a physician-president. The physician members of the board are faculty members of the university of washington and employed by one of the following: uwp, the university of washington, fred hutchinson cancer center (for its medical director), the association of chrmc and university physicians (for the department of pediatrics) or a combination of these employers.”

“Timothy dellit, md, is the ceo of uw medicine, executive vice president for medical affairs and dean of the school of medicine, university of washington. The following individuals also are employed by the university of washington and report directly or indirectly to dr. Dellit in that capacity: barbara goff, ramesh rengan, douglas wood, dushyant sahani, geoffrey baird, howard chansky, hunter wessells, jurgen unutzer, neal futran, paul james, peter esselman, richard ellenbogen, russell van gelder, sue stern, leslie walker-harding, santiago neme, barbara jung, heidi combs, victoria fang, crystal kong-wong, burkhard mackensen, thabele (bay) leslie-mazwi, estell williams, thomas purcell, shireesha dhanireddy, tamara atkins, laura quinnan-hostein, jacqueline cabe, anthony dorsch, ruth mahan, cynthia dold, julie reid, anneliese schleyer, janna friedly, paul nghiem, jake berman, john gore, maureen hooley, erica floyd and margaret peyton.”

“The uwp bylaws were amended twice during 2024, with the most recent amended & restated bylaws approved by the board of trustees effective december 19, 2024. Aside from non-material clerical updates, the two primary bylaws changes were to: (1) expand eligibility of at-large trustees able to be elected to the uwp board (i.e. Advanced practice professional members in addition to physician members), and (2) allow clinical department chairs (as ex officio trustees) to have membership in either uwp or the corresponding pediatric faculty practice plan, children's university medical group (cumg). Previous language only provided for the chair of the department of pediatrics to be a cumg member. The updated language recognizes the occasional circumstance when other ex officio trustee department chairs shift clinical practice focus from adults to pediatrics and would be a more appropriate member of cumg.”

“The uw medicine ceo appoints the president of uwp. The chairs of the university of washington school of medicine clinical departments serve as ex officio members of the board. The uw medicine ceo participates in the process of appointment to the clinical department chair positions.”

“Most decisions of the uwp board of trustees are subject to the approval of the uw medicine ceo.”

“The board has been presented with information related to the purpose and relevance of the form 990 to tax exempt entities such as uwp, and board members may request a copy of the form 990 from the uwp chief financial officer. The completed form 990 is reviewed by the uwp executive director, general counsel, and the chief financial officer, as well as the vice dean for administration and finance for the uw school of medicine, and the enterprise finance officer of uw medicine or the designee thereof.”

“The uwp bylaws contain a conflict of interest provision in article iii j and a written board policy. In addition, uwp board members, officers, and key employees who are employed by the university of washington and serving on uwp committees are subject to the state of washington ethics in public service act, chapter 45.52 rcw. The act restricts activities incompatible with the individual's role as a state employee and also limits the individual's involvement in transactions where a potential conflict may exist. Uwp conducts an annual survey as required by the uwp board of trustees conflict of interest policy and surveys as part of the form 990 process. Uwp also addresses conflicts as they arise and/or are reported to uwp management or to the board of trustees. When a conflict is identified, disinterested persons on the board, committee, or administration evaluate the potential conflict, contemporaneously document the evaluation and determination, and take appropriate action.”

“The uwp governing board does not review compensation of its executives. Instead, compensation of the uwp executive director, chief financial officer, and general counsel is reviewed and set by representatives of the university of washington school of medicine. The review relies on comparison of compensation to similarly situated individuals, in like-sized organizations engaged in similar activities. The comparison is performed by an independent contractor consultant with experience and expertise in compensation of academic medical center personnel. The compensation comparison data is reviewed by disinterested employees of the uwsom, as part of an overall review of compensation for similarly situated individuals in other components of the uw medicine system. The review is performed regularly, and documentation is maintained by the uwsom. Compensation of uwp board members, including the uwp president, in their capacity as uwp members employed by uwp and/or the university of washington school of medicine, is reviewed regularly through a university of washington school of medicine process that involves disinterested school of medicine employees who review compensation of all uwsom faculty. For uwp members, review of compensation also includes application of the "university of washington physicians method or standard regarding basic individual caps under amended income distribution plan, as of july 1, 2017" (uwp cap policy). The uwp cap policy limits compensation of uwp members by comparison to objective data for similar positions in similar organizations, such as that established by the aamc. The review is performed regularly and documentation is maintained by the school of medicine.”

“The organization's governing documents, corporate bylaws, conflict of interest policy and financial statements are available for public inspection upon request to the uwp business office. In addition, these documents may be requested from the university of washington school of medicine.”

“All of the key employees and board members are employed full time by the university of washington and participate in uwp's business matters as a function of their respective positions within the university of washington. For example, board members who are the university of washington school of medicine clinical department chairs are required as part of their role as chair to serve on the uwp board. Other key employees employed by the university of washington serve in roles that provide the university of washington oversight required by the uwp articles of incorporation and bylaws. For these individuals, although each may engage in activities related solely to the university and unrelated to uwp, we are not able to segregate the hours devoted to uwp from the hours each individual devotes to the university of washington. Thus, we are reporting 40 hours for each individual, to represent that individual's work for the university of washington.”

“Volunteers have both university of washington school of medicine faculty appointments as well as a written practice agreement with the association of university physicians ("uwp"). They perform clinical services to patients at uw medicine facilities. Volunteers are tracked in the payroll system even though not paid by uwp.”