Loma Linda University Health

“Family relationships may exist among other officer's, director's, or key employees of other related exempt organizations. The nature of the business relationship is employment.”

“Lluh has a single class of members. This class shall consist of the persons designated from the organizations and categories that follow. All of these persons must be members in regular standing of the seventh-day adventist church. 1. The general conference of seventh-day adventists ("general conference") - all members of the general conference executive committee residing in the north american division - all presidents, secretaries, and treasurers of world divisions 2. Loma linda university health - all members of its board of trustees including emeriti trustees - all official advisors to its board of trustees - all officers of the corporation - three (3) members of the llu councilors 3. Loma linda university ("llu") - all members of its board of trustees - all advisors to its board of trustees - all officers of the corporation - the deans of all the schools of the university and dean of the faculty of graduate studies - twenty (20) faculty members who are not school of medicine clinical faculty with at least one representative from the university faculty council - eight (8) students - eight (8) alumni - three (3) employees - three (3) persons from the community at large who are supportive of llu 4. Loma linda university medical center ("llumc") - all members of its board of trustees - all advisors to its board of trustees - all officers of the corporation - fourteen (14) members of the medical staff - seven (7) employees - three (3) persons from the community at large who are supportive of llumc 5. Loma linda university health care ("lluhc") - four (4) members of its board of directors - two (2) officers of the corporation 6 loma linda university school of medicine clinical faculty: - six (6) members of the boards of directors of (a) fpsllusm, and (b) fmgllusm collectively 7. Loma linda university shared services ("lluss") - two (2) officers of the corporation - two (2) employees”

“One of the functions of the lluh members is to elect the board of lluh.”

“The powers reserved by lluh, which may only be exercised by the lluh board upon the affirmative vote of two-thirds of the trustees present and voting at any regular or special meeting of the board at which a quorum is present are to: 1. Approve or ratify all changes to the articles of incorporation and bylaws of llu and llumc respectively, as the corporate member. 2. Approve any significant change in the corporate purposes of llu and llumc. 3. Approve or ratify all changes to the articles of incorporation or bylaws of all organizations for which it serves as the sole corporate member except for llumc and llu 4. Approve adoption of, or major changes to, policies of the faculty practice plan. The powers reserved by lluh, which shall only be exercised by the lluh board upon a majority vote of lluh's trustees present and voting at a regular or special meeting whenever a quorum is present, are to: 1. As their corporate member, appoint the trustees for both llu and llumc respectively. 2. Remove from office any trustee of llu or llumc with or without cause. 3. To appoint the executive leadership for the core corporations: -for llu - the executive vice president for university affairs who ordinarily shall serve as the ceo. -for llumc - the executive vice president for hospital affairs who ordinarily shall serve as the ceo/administrator. -for lluhc - the executive vice president for medical affairs who ordinarily shall serve as the president. -for lluss - the executive vice president for finance & administration/cfo who ordinarily shall serve as the president. 4. Approve any merger, consolidation, dissolution, sale, or transfer of more than ten million dollars of the assets of llu, llumc, and lluhc. 5. Require all core and affiliated organizations to have a policy for borrowing funds that is congruent with the lluh board-approved policy on borrowing. 6. Approve all borrowing of five million dollars or more by any organization or its subsidiaries for which it serves as a corporate member (see board-approved policy for borrowing of funds). 7. Approve any exceptions to the policy for the borrowing of funds requested by any organization for which it serves as a corporate member. 8. Approve the strategic plans for the core and affiliated organizations in the areas of education, healthcare ministries, research, spiritual life & wholeness, diversity, and global outreach. 9. Approve major construction projects of core and affiliated organizations. 10. Approve new core or affiliated organizations of lluh; approve institutes; and approve subsidiaries of llu, llumc and/or lluhc. 11. Accept the annual audited financial statements of llu, llumc, lluhc, and lluss. 12. Approve the annual operating and capital budgets of llu, llumc, lluhc, and lluss. 13. Approve contracting guidelines for the core and affiliated organizations. 14. Approve recommendations from core and affiliated organizations for business development plans and activities. 15. Establish a corporate compliance program for lluh and require that all core and affiliated organizations have compliance programs. Nothing in these bylaws is intended, nor shall be construed, to diminish the authority of the board of trustees/directors and officers of each core and affiliated organization over its own strategic, operational, and management issues as required by california law, accrediting bodies, and/or financing documents. The functions of the members of lluh shall be to: 1. Attend membership meetings of lluh. 2. Elect the board of lluh. 3. Receive the current audited financial statements of lluh and its core organizations. 4. Receive reports from lluh and its core organizations about activities in the prior quinquennial period. 5. Amend these bylaws as provided in article xvi. 6. Transact such other business as shall be requested by the board of lluh consistent with these bylaws.”

“Form 990 is reviewed by management & internal audit, and our board audit committee for review and comment before filing.”

“General counsel annually obtains statements of disclosure from trustees, officers, administrators, key employees, and others who make or affect significant decisions and reviews the findings with appropriate boards and committees. The board of trustees makes the decisions regarding questions which have not been satisfactorily answered after administrative consideration.”

“Lluh employs an independent outside consulting firm to benchmark compensation for lluh employees, including the ceo and top management. The lluh executive compensation committee uses the results of the independent survey to establish pay scales for the next fiscal year. The executive compensation committee sets the total compensation below the industry mean and median amounts provided in the survey. The executive compensation committee is composed of trustees appointed by the lluh board who are independent of lluh's management. The executive compensation committee is appointed by the lluh board of trustees to have direct responsibility for establishing compensation, policies, and benefits for the senior executives of lluh. The committee's process includes contemporaneous substantiation of deliberations and decisions. The process was last undertaken in december of 2022 for the officers of loma linda university health.”

“Lluh's form 990 will be made available for public inspection upon request, in accordance with irs guidelines.”

“Lluh will make its governing documents and conflict of interest policy available to the public upon request and in accordance with irs guidelines. The conflict of interest policy is posted on the organization's internal website for employees. The financial statements are included in the irs form 990 which is available to the public on the guidestar website (www.guidestar.org).”

“This return is being amended to correct compensation data reported on schedule j, part ii, columns (b) through (d) where applicable. The original filing contained inaccurate figures due to software error causing an incorrect upload of compensation data for specific individuals. This amended return replaces the prior compensation data in its entirety with the accurate figures.”

“Change in net restricted assets -224,444.”

“No change from prior year”