Northbay Healthcare Group

“The organization has one sole member, northbay healthcare corporation, a california nonprofit public benefit corporation.”

“Northbay healthcare corporation, the organization's sole member, has the power to elect all directors from a panel of qualified individuals nominated by a majority vote of the board of directors of northbay healthcare group.”

“Northbay healthcare corporation, the organization's sole member, has the right to remove any director. In addition, the following powers are reserved to the member, may be exercised only by the member, and may be exercised without any action or approval by the board of northbay healthcare group: (i) election of directors from a panel of qualified nominees; and (ii) dissolution of the corporation. The following actions may be taken by northbay healthcare group only if adopted by the board and approved by the member: (i) adopt or implement the annual operating and capital budget; (ii) effectuate any purchases or financing, however structured, in an amount equal to or exceeding one million dollars; (iii) amend the articles of incorporation or the bylaws; (iv) implement any merger, consolidation, affiliation, joint venture activity, or alliance between the corporation and any other entity; (v) establish or promulgate corporate policy and goals; (vi) establish or promulgate long-range and strategic plans; (vii) establish general policy with respect to employee benefit plans; (viii) undertake or manage any financing activities that are in excess of one year; (ix) determine any compensation or reimbursement to be paid to directors; (x) adjust the term of any director; and (xi) formation by the corporation of any new corporation, or taking any ownership of any corporation or entity as a shareholder, member, partner, or joint venturer.”

“The form 990 is prepared by an independent tax accountant and reviewed by the chief financial officer; adjustments are made, as necessary. Thereafter, the form 990 is presented to the board of directors of the parent company, northbay healthcare corporation. A copy of the form 990 is also distributed to all voting members governing body of northbay healthcare group for their review and comments prior to filing with the internal revenue service.”

“The organization requests all officers, directors, key employees and members committees appointed by the board of directors to self-monitor compliance; in addition, each officer and board members must annually complete a conflict of interest statement. The conflict of interest statements are reviewed and all responses filed. If a potential conflict arises, board members, employees, and medical staff are required to self-disclose the conflict to the corporate compliance officer or medical chief of staff. Processes and procedures are in place to evaluate and determine if a possible conflict of interest exists. If conflict of interest exists, the individual will present relevant information to the board. After such presentation, the individual shall leave the meeting during the discussion of, and vote on, the transaction or arrangement involving the possible conflict.”

“The organization did not directly compensate any of the organization's officers or key employees; these individuals are compensated by northbay healthcare corporation, a related organization. As such, form 990, part vi, section a, lines 15a and 15b have been marked "no", as mandated by the form 990 instructions. However, in determining compensation for all officers and key employees of northbay healthcare group: an ad hoc compensation committee of the northbay healthcare corporation board reviews compensation. They are assisted by independent consultants, and independent local surveys as a means to substantiate compensation decisions.”

“The audited financial statements are made available on the digital assurance corporation website. The governing documents and conflict of interest statement are not made available to the public.”

“Professional fees - medical: program service expenses 114,573,264. Management and general expenses 30,850. Fundraising expenses 0. Total expenses 114,604,114. Purchased services - other: program service expenses 31,581,471. Management and general expenses 466,373. Fundraising expenses 0. Total expenses 32,047,844. Corporate management fees: program service expenses 0. Management and general expenses 108,321,140. Fundraising expenses 0. Total expenses 108,321,140. Other fees for services: program service expenses 48,987,617. Management and general expenses 97,236. Fundraising expenses 0. Total expenses 49,084,853.”

“Intercompany equity transfers 15,366,378.”