Verdugo Hills Hospital Foundation

“The organization has an executive committee which has all the powers and authority of the board of directors in the management of the business and affairs of the foundation, except the power to adopt, amend or repeal the bylaws and the articles of incorporation and except as such authority is limited by the bylaws, statute or a resolution of the board of directors and which shall act in the event of urgent or emergent business which may occur between regularly scheduled board of directors meetings. The chair of the board shall serve as chair of the executive committee.”

“The sole corporate member of usc verdugo hills hospital foundation is usc verdugo hills hospital, a tax-exempt organization. Usc verdugo hills hospital has the right to: (a) elect and remove directors and officers, (b) approve any proposal to dispose of all or substantially all of the assets of the foundation, (c) approve any merger or dissolution of the foundation (d) amend to the articles of incorporation and bylaws of this foundation, (e)approve any transaction of the foundation in which a director or officer has a material financial interest; (f) approve any borrowing; and (g) act on such other matters as may be permitted or required as a matter of the california nonprofit public benefit corporation law.”

“The organization's form 990 is reviewed at several levels. The organization engages an external public accounting firm to assist in the preparation and review of its form 990 and who signs as paid preparer. The review of form 990 is conducted prior to it being filed by management of usc health system.”

“As a related organization of the usc health system, the organization follows the health system's policies including the conflict of interest policy. The conflict of interest policy covers all interested persons employees and their close relations. Interested persons will continue to be subject to the policy for five years after ceasing to be an interested person. An "interested person" means any director, member of any committee appointed by the board (whether or not such person is a director), principal officer, or key employee who has a direct or indirect financial interest in a contemplated transaction or arrangement. In connection with any actual or potential conflict of interest, an interested person must fully disclose the existence of and all material facts related to the financial interest that gives rise to the actual or potential conflict of interest. Such disclosure shall be made to the chair of the board, the chair of the executive committee, or the chair of such other committee of the board as is authorized to review such transaction or arrangement referred to as an "appropriate committee". If a director, committee member, principal officer, or key employee becomes aware of any actual or potential conflict of interest related to another director, committee member, principal officer, or key employee, such person shall promptly bring it to the attention of the chair of the board, the chair of the executive committee, or the chair of an appropriate committee. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, the interested person shall be excused from the meeting of the board or appropriate committee during the discussion of the financial interest and the vote on whether a conflict of interest exists, which shall be determined by a majority of a disinterested quorum. The remaining board or committee members (or the sole member if there are no disinterested directors) shall decide if a conflict of interest exists. If the remaining board or committee members determine that the financial interest of an interested person does not constitute an actual or potential conflict of interest, the review process is complete. If an actual or potential conflict of interest has been found, the board or committee shall proceed as follows: the interested person shall be excused from the meeting during the discussion of, and the vote on, the transaction or arrangement, provided that the interested person may with the permission or at the request of the presiding officer address the meeting with respect to the transaction or arrangement before leaving the meeting. The body that considers the proposed transaction or arrangement shall be composed entirely of individuals without a conflict of interest with respect to the proposed transaction or arrangement. The board or appropriate committee may appoint a disinterested person or committee of disinterested persons to investigate alternatives to the proposed transaction or arrangement before voting on such transaction or arrangement. Further, legal counsel may be consulted if desired by the board or committee prior to considering the transaction or arrangement. The board or an appropriate committee (except as provided below), after the exercise of reasonable due diligence, may authorize or approve a transaction or arrangement by vote of a majority of the disinterested directors on the board or such committee after making the determinations set forth. If a director has a material financial interest in a transaction or arrangement, then, the transaction or arrangement may only be approved by action taken by the full board, or by an appropriate committee. To authorize or approve a transaction or arrangement, the board or appropriate committee must determine the following: that the board (or appropriate committee) has knowledge of all material facts concerning the transaction or arrangement and the financial or other interest”

“Governing documents, conflict of interest policy, and financial statements are available upon request. The organization files under consolidated financial statements with the university of southern california which is made available to the public on the university's website.”

“The individuals reported as receiving compensation from a related organization in columns (e) and (f) in form 990, part vii are employees at the university of southern california or usc verdugo hills hospital, tax exempt related organizations.”

“Usc verdugo hills foundation reimburses the university of southern california for use of its employees and other operations costs.”

“Other changes in net assets: ($204,224)”