Ucare Kansas Inc

“Ucare kansas, inc. Has an administrative service agreement with ucare minnesota to provide overall management and administration of ucare kansas, inc.'s business. Ucare kansas, 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 kansas, inc.'s business. Ucare kansas, inc. Reimburses ucare minnesota for all costs and expenses directly and indirectly incurred and associated with the business and operation of ucare kansas, 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 chapter 17 of the kansas statutes.”

“The board of directors consists of 17 directors. 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 kansas, 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 kansas 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 security 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, audit & business development committee. Ucare also provided a copy of the completed 990 form to all members of the board of directors via on-line portal prior to the finance, audit & business development 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 kansas will provide governing documents, conflict of interest policy and/or financial statements upon request.”