Northwest Regional Primary Care Association

“The executive committee consists of the four officers and three other members of the board of directors. The executive committee has and may exercise all of the authority of the board of directors in the management of the business and affairs of the organization. However, the executive committee does not have the authority of the board in reference to: a) amending the articles of incorporation. B) approving a plan of merger or consolidation. C) recommending to the general membership the sale, lease, or exchange of all or substantially all of the property and assets of the organization otherwise than in the usual and regular course of its business. D) recommending to the general membership a voluntary dissolution of the organization or a revocation thereof. E) filling vacancies in or removing members of the board of directors. F) approving capital expenditures in excess of five percent of total budget if not previously approved by the board in the budget for the fiscal year in which the expenditure is planned to occur. G) additions or deletions to the programs of the organization.”

“Membership in northwest regional primary care association is divided into four categories: category a members must be not-for-profit corporations exempt under section 501(c)(3) of the u.s. Internal revenue code, or public corporations and meet the organizational and operational requirements for funding under section 330 of the u.s. Public health service. Category b members must be not-for-profit corporations exempt under section 501(c)(3) of the u.s. Internal revenue code, or public corporations and as judged by protocol approved by the board of directors, provide comprehensive primary health care services with a specific mission to serve low-income persons. Category c members must be individuals affiliated with nwrpca member organizations, or affiliated with organizations that are engaged in collaboration and partnership with nwrpca and/or that have a similar mission, goals, and objectives. Category d members must be organizations or institutions that are engaged in collaboration and partnership with nwrpca and as judged by a protocol approved by the board of directors, have a similar mission, goals, and objectives.”

“The directors are elected by and from the eligible category a membership of that state and are confirmed by the general membership at the annual membership meeting.”

“The authority to amend the articles of incorporation or bylaws is vested in the category a members of the organization.”

“The form 990 was reviewed by the following persons/bodies in this sequence: cfo, ceo, coo, finance committee, board of directors.”

“Board members must adhere to bylaws section 7.4, conflicts of interest, which was adopted on may 15, 2012. It reads as follows: a voting member of the board of directors may not be an employee, nor a familial relative by blood or marriage or the companion or life spouse of an employee of the corporation or any of its subsidiaries. Board member conflicts of interest, or the perception of same, shall be disclosed to the board. When any such interest becomes of matter of board action, such member shall not vote or use personal influence on the matter and shall not be counted in the quorum for the vote on the interest or matter at the meeting at which board action is to be taken on the interest. The member may, however, if requested by the other members of the board, briefly state a position on the matter and answer pertinent questions of board members. The minutes of all actions taken on such matters shall clearly reflect that these requirements have been met.”

“The ceo utilizes the biannual nwrpca salary survey as well as other available surveys for determination. Each year, the board of directors approve the compensation plan. This process was last completed in 2015.”

“Each request for documents is considered independently, and documents are provided in pdf format when requests are approved.”

“Professional fees and honoraria: program service expenses 327,646. Management and general expenses 41,087. Fundraising expenses 0. Total expenses 368,733.”