Group Health Foundation

“GROUP HEALTH FOUNDATION IS ORGANIZED AS A NOT-FOR-PROFIT ORGANIZATION, GOVERNED BY AN ELECTED BOARD OF DIRECTORS. Group Health Cooperative is the sole member. GROUP HEALTH COOPERATIVE IS A 501(C)(3) ORGANIZATION. ITS BOARD OF TRUSTEES IS ITS GOVERNING BODY.”

“Group health foundation's member controls the election of the foundation's board of directors, because the election of the foundation directors is subject to confirmation by the member.”

“The following powers are reserved to the member 1) the power to alter, amend, repeal or suspend the bylaws or adopt new bylaws, except as such power is specifically delegated in the bylaws to the board of directors, 2) adoption of amendments of the articles of incorporation, 3) approval of a plan of merger or consolidation, 4) authorization of the sale, lease, exchange, mortgage, pledge, or other disposition of all or substantially all of the property and assets of the corporation, 5) authorization of the voluntary dissolution of the corporation and adoption of any plan of distribution.”

“The board of directors delegated the review of the form 990 to the finance & audit committee. The organization's director of operations worked with the group health cooperative manager of statutory and tax reporting and the outside accounting firm engaged to prepare the return. Subsequent to its preparation, the finance & audit committee reported back to the board regarding its review of the form 990. A complete copy of the final form 990 was provided to all voting members prior to filing with the irs.”

“Director and officer written conflict of interest disclosure: ghf directors and officers shall provide a written declaration of any actual or potential conflicts of interest or attest that no such conflicts exist on an annual basis using forms and procedures developed by ghf in consultation with the chief compliance officer of group health. The chief compliance officer, or his/her designee, will review the annual disclosures for compliance with this policy. Any apparent conflicts of interest or instances of noncompliance with this policy will be referred by the chief compliance officer to the chair of the ghf for resolution as described below. During the year, directors and officers shall report material additions or changes to the information provided on annual conflict of interest declarations. These additions or changes to the declarations will be submitted and assessed by the chief compliance officer and forwarded to the chair of the ghf, as necessary, following the process used for annual declarations. The chair of the ghf shall counsel any director or officer about actual or potential conflicts of interest and other instances of noncompliance with this policy, including apparent undisclosed conflicts of interest and, if not resolved to his/her satisfaction, shall place the matter on the agenda of an executive session. The chief compliance officer will support the chair in fulfilling this responsibility. Director disclosure of actual or potential conflict of interests in advance of board action. Each director is obligated to disclose any actual or potential conflict of interest when such an interest becomes a matter for board action. After disclosure of a potential conflict of interest, including all material facts, and after discussion with the interested person, he/she shall leave the board or committee meeting while the remaining members discuss and vote on whether a conflict of interest exists. If there is a conflict of interest, the interested person may provide a presentation to the board or committee regarding the transaction and answer any questions regarding the proposed transaction. The interested person must then leave the meeting during any discussion of and the vote on the transaction or arrangement that resulted in a conflict of interest. After the interested person has left the board or committee meeting, the remaining members shall first discuss whether it is appropriate to appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. An example of a circumstance where it may not be appropriate to investigate alternatives would be conflicts arising in the ghf's grant making and awarding process. The purpose of such investigation shall be whether the ghf can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement that would not give rise to a conflict of interest is not reasonably attainable under the circumstances, the disinterested members of the board or committee shall vote on the transaction or arrangement considering whether it is in the best interest of ghf and fair and reasonable to ghf. Officer disclosure of actual or potential conflict of interests: ghf officers shall disclose an actual or potential conflict of interest when such an interest is relevant to a matter in which they have a role, either directly or through a subordinate acting at their direction. Any ghf officer having an actual conflict of interest related to a matter at issue should not participate in the matter or use his/her personal or professional influence on the matter. Any ghf officer who may have a potential conflict of interest is expected to abstain from participation or stating his/her position in the matter. Consultation with the chief compliance officer is recommended when it is difficult to determine whether the circumsta”

“While federal tax laws do not mandate that the organization's governing documents, conflict of interest policy and financial statements be made available for public inspection, the organization makes these documents available upon request. Foundation form 990 is also available on the website.”