Department of the Treasury Internal Revenue Service
Public Charity Status and Public Support
Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.
Attach to Form 990 or Form 990-EZ. See separate instructions.
OMB No. 1545-0047
2010
Open to Public Inspection
Name of the organization
ASSOCIATION OF UNIVERSITY PHYSICIANS
Employer identification number
91-1220843
Part I
Reason for Public Charity Status
(All organizations must complete this part.) See instructions
The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of
its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses
acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)
10
11
e
By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).
f
If the organization received a written determination from the IRS that it is a Type I, Type II or Type III supporting organization, check this box
..................................................
g
Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons?
(i) a person who directly or indirectly controls, either alone or together with persons described in (ii)
Yes
No
and (iii) below, the governing body of the the supported organization?
................
11g(i)
No
(ii)
a family member of a person described in (i) above?
......................
11g(ii)
No
(iii)
a 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
No
h
Provide the following information about the supported organization(s).
(i) Name of supported organization
(ii) EIN
(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions))
(iv) Is the organization in col. (i) listed in your governing document?
(v) Did you notify the organization in col. (i) of your support?
(vi) Is the organization in col. (i) organized in the U.S.?
(vii) Amount of support?
Yes
No
Yes
No
Yes
No
(1)
UNIVERSITY OF WASHINGTON
916001537
GOVERNMENT
Yes
Yes
Yes
100,220,956
Total
100,220,956
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 2
Part II
Support Schedule for Organizations Described in IRC 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the
organization failed to qualify under Part III. If the organization fails to
qualify under the tests listed below, please complete Part III.)
Section A. Public Support
Calendar year(or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3
The value of services or facilities furnished by a governmental unit to the organization without charge..
4
Total. Add lines 1 through 3..
5
The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included
on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6
Public Support. Subtract line 5 from line 4.
Section B. Total Support
Calendar year(or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
7
Amounts from line 4..
8
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
9
Net income from unrelated business activities, whether or not the business is regularly carried on..
10
Other income. (Explain in Part IV.) Do not include gain or loss from the sale of capital assets..
11
Total support (Add lines 7 through 10).
12
Gross receipts from related activities, etc. (See instructions.)
..................
12
13
First Five Years
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here..........................................
Section C. Computation of Public Support Percentage
14
Public Support Percentage for 2010 (line 6 column (f) divided by line 11 column (f))
.........
14
15
Public Support Percentage for 2009 Schedule A, Part II, line 14
...............
15
16a
33 1/3% support test—2010.
If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization
......................
b
33 1/3% support test—2009.
If the organization did not check the box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization
.....................
17a
10%-facts-and-circumstances test—2010.
If the organization did not check a box on line 13, 16a, or 16b and line 14
is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported
organization
..................................................
b
10%-facts-and-circumstances test—2009.
If the organization did not check a box on line 13, 16a, 16b, or 17a and line
15 is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported organization
..............................................
18
Private Foundation
If the organization did not check a box on line 13, 16a, 16b, 17a or 17b, check this box and see
instructions
...................................................
Schedule A (Form 990 or 990-EZ) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 3
Part III
Support Schedule for Organizations Described in IRC 509(a)(2) (Complete only if you checked the box on line 9 of Part I or if the organization
failed to qualify under Part II. If the organization fails to qualify under
the tests listed below, please complete Part II.)
Section A. Public Support
Calendar year(or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2
Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3
Gross receipts from activities that are not an unrelated trade or business under section 513..
4
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5
The value of services or facilities furnished by a governmental unit to the organization without charge..
6
Total. Add lines 1 through 5.
7a
Amounts included on lines 1, 2, and 3 received from disqualified persons...
b
Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c
Add lines 7a and 7b..
8
Public Support (Subtract line 7c from line 6.)
Section B. Total Support
Calendar year (or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
9
Amounts from line 6...
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c
Add lines 10a and 10b.
11
Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
13
Total support (Add lines 9, 10c, 11 and 12.).
14
First Five Years
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.............................................
Section C. Computation of Public Support Percentage
15
Public Support Percentage for 2010 (line 8 column (f) divided by line 13 column (f))
.........
15
16
Public support percentage from 2009 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2010 (line 10c column (f) divided by line 13 column (f))
......
17
18
Investment income percentage from 2009 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2010.
If the organization did not check the box on line 14, and line 15 is more than 33 1/3% and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
..........
b
33 1/3% support tests—2009.
If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
....
20
Private Foundation
If the organization did not check a box on line 14, 19a or 19b, check this box and see instructions
.....
Schedule A (Form 990 or 990-EZ) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 4
Part IV
Supplemental Information.
Supplemental Information. Complete this part to provide the explanation required by Part II, line 10; Part II, line 17a or 17b; or Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
Explanation
Schedule A (Form 990 or 990-EZ) 2010
Additional Data
Software ID:
Software Version:
-
TIN:
SCHEDULE O (Form 990 or 990-EZ)
Department of the Treasury Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ
Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
Attach to Form 990 or 990-EZ.
OMB No. 1545-0047
2010
Open to Public Inspection
Name of the organization
ASSOCIATION OF UNIVERSITY PHYSICIANS
Employer identification number
91-1220843
Identifier
Return Reference
Explanation
FORM 990, PART I, LINE 6
VOLUNTEERS HAVE BOTH UW SCHOOL OF MEDICINE FACULTY APPOINTMENTS AS WELL AS A WRITTEN PRACTICE AGREEMENT WITH UWP. THEY PERFORM CLINICAL SERVICES TO PATIENTS AT UW MEDICINE FACILITIES. VOLUNTEERS ARE TRACKED IN THE PAYROLL SYSTEM EVEN THOUGH NOT PAID BY UWP.
NONE OF THE VOTING MEMBERS ARE INDEPENDENT. THE UWP BOARD OF TRUSTEES IS COMPRISED OF THE 18 CLINICAL CHAIRS OF THE UNIVERSITY OF WASHINGTON SCHOOL OF MEDICINE, SIX AT-LARGE MEMBERS ELECTED BY THE VOTING UWP MEMBERSHIP, THE MEDICAL DIRECTOR FOR THE UW PHYSICIANS NETWORK (A NON-PROFIT, TAX-EXEMPT CORPORATION CLOSELY AFFILIATED WITH THE UNIVERSITY OF WASHINGTON), A PHYSICIAN-PRESIDENT, AND THREE COMMUNITY TRUSTEES. EACH OF THE PHYSICIAN BOARD MEMBERS IS A FACULTY MEMBER OF THE UNIVERSITY OF WASHINGTON AND EMPLOYED BY UWP, THE UNIVERSITY OF WASHINGTON, OR BOTH. THE COMMUNITY TRUSTEES ARE NOT EMPLOYED BY THE UNIVERSITY OR BY UWP, HOWEVER, THESE INDIVIDUALS DO NOT VOTE.
FORM 990, PART VI, SECTION A, LINE 7A
THE DEAN OF THE UNIVERSITY OF WASHINGTON SCHOOL OF MEDICINE APPOINTS THREE NON-VOTING COMMUNITY TRUSTEES TO THE BOARD OF TRUSTEES AND ALSO APPOINTS THE PRESIDENT OF UWP. THE CHAIRS OF THE UNIVERSITY OF WASHINGTON SCHOOL OF MEDICINE CLINICAL DEPARTMENTS AND THE MEDICAL DIRECTOR FOR UW PHYSICIANS NETWORK SERVE AS EX OFFICO MEMBERS OF THE BOARD. THE DEAN PARTICIPATES IN THE PROCESS OF APPOINTMENT TO THE CLINICAL DEPARTMENT CHAIR POSITIONS AS WELL AS THE UW PHYSICIANS NETWORK MEDICAL DIRECTOR POSITION.
FORM 990, PART VI, SECTION A, LINE 7B
MOST DECISIONS OF THE UWP BOARD OF TRUSTEES ARE SUBJECT TO THE APPROVAL OF THE DEAN OF THE SCHOOL OF MEDICINE.
FORM 990, PART VI, SECTION B, LINE 11
THE BOARD HAS BEEN PRESENTED WITH INFORMATION RELATED TO THE PURPOSE AND RELEVANCE OF THE FORM 990 TO TAX EXEMPT ENTITIES SUCH AS UWP, AND BOARD MEMBERS MAY REQUEST A COPY OF THE FORM 990 FROM THE UWP CHIEF FINANCIAL OFFICER. THE COMPLETED FORM 990 IS REVIEWED BY THE UWP EXECUTIVE DIRECTOR, GENERAL COUNSEL, AND THE CHIEF FINANCIAL OFFICER, AS WELL AS THE ASSOCIATE DEAN FOR BUSINESS FOR THE SCHOOL OF MEDICINE AND THE CHIEF BUSINESS OFFICER OF UW MEDICINE. THE VOTING MEMBERS OF THE UWP BOARD OF TRUSTEES ARE EMPLOYED PHYSICIANS OF UWP, AND AS SUCH, IN THEIR GOVERNANCE ROLE WITH UWP, DO NOT OVERSEE OR REVIEW PHYSICIAN COMPENSATION OR THE COMPENSATION FOR OTHER EXECUTIVES WITHIN UW MEDICINE (THE ACADEMIC MEDICAL HEALTH SYSTEM OF THE UNIVERSITY OF WASHINGTON). ALL COMPENSATION FOR PHYSICIANS AND THE KEY PERSONNEL FOR UWP IS REVIEWED AND APPROVED REGULARLY BY DISINTERESTED PERSONS THROUGH A PROCESS WITHIN UW MEDICINE (SEE RESPONSE TO QUESTION 15 FOR FURTHER DETAIL REGARDING THIS PROCESS).
FORM 990, PART VI, SECTION B, LINE 12
THE UWP BYLAWS CONTAIN A CONFLICT OF INTEREST PROVISION IN ARTICLE III J. IN ADDITION, UWP BOARD MEMBERS, OFFICERS, AND KEY EMPLOYEES WHO ARE EMPLOYED BY THE UNIVERSITY OF WASHINGTON AND SERVING ON UWP COMMITTEES ARE SUBJECT TO THE STATE OF WASHINGTON ETHICS IN PUBLIC SERVICE ACT, CHAPTER 45.52 RCW. THE ACT RESTRICTS ACTIVITIES INCOMPATIBLE WITH THE INDIVIDUAL'S ROLE AS A STATE EMPLOYEE AND ALSO LIMITS THE INDIVIDUAL'S INVOLVEMENT IN TRANSACTIONS WHERE A POTENTIAL CONFLICT MAY EXIST. UWP ADMINISTRATIVE STAFF ARE SUBJECT TO AN ADMINISTRATIVE CONFLICT OF INTEREST POLICY CONTAINED IN THE UWP EMPLOYEE HANDBOOK. UWP CONDUCTS AN ANNUAL INQUIRY OF CERTAIN RELATIONSHIPS AS PART OF THE FORM 990 PROCESS, AND ADDRESSES CONFLICTS AS THEY ARISE AND/OR ARE REPORTED TO UWP MANAGEMENT OR THE UWP BOARD OF TRUSTEES. WHEN A CONFLICT IS IDENTIFIED, DISINTERESTED PERSONS ON THE BOARD, COMMITTEE, OR ADMINISTRATION EVALUATE THE POTENTIAL CONFLICT, CONTEMPORANEOUSLY DOCUMENT THE EVALUATION AND DETERMINATION, AND TAKE APPROPRIATE ACTION.
FORM 990, PART VI, SECTION C, LINE 19
THE ORGANIZATION'S GOVERNING DOCUMENTS, CORPORATE BYLAWS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE FOR PUBLIC INSPECTION UPON REQUEST TO THE UWP BUSINESS OFFICE. IN ADDITION, THESE DOCUMENTS MAY BE REQUESTED FROM THE UNIVERSITY OF WASHINGTON SCHOOL OF MEDICINE.
FORM 990, PART VI, SECTION B, LINE 13:
UWP HAS A POLICY THAT REQUIRES BOARD MEMBERS, OFFICERS, AND KEY EMPLOYEES TO REPORT BILLING COMPLIANCE CONCERNS. THE POLICY EMPHASIZES THAT UWP DOES NOT TOLERATE RETALIATION AGAINST THOSE REPORTING CONCERNS. THIS POLICY IS AVAILABLE TO ALL ADMINISTRATIVE STAFF AND MEMBERS, AND IS BROADLY DISSEMINATED. UWP ALSO HAS AN ADMINISTRATIVE POLICY THAT REQUIRES STAFF TO REPORT CONCERNS RELATED TO ANY FINANCIAL IMPROPRIETIES, AND PROHIBITS RETALIATION AGAINST THOSE REPORTING SUCH CONCERNS. THIS ADMINISTRATIVE POLICY IS MAINTAINED IN THE EMPLOYEE HANDBOOK.
FORM 990, PART VI, LINE 15
THE UWP GOVERNING BOARD DOES NOT REVIEW COMPENSATION OF ITS EXECUTIVES. INSTEAD, COMPENSATION OF THE UWP EXECUTIVE DIRECTOR, CHIEF FINANCIAL OFFICER, AND GENERAL COUNSEL IS REVIEWED AND SET BY REPRESENTATIVES OF THE UNIVERSITY OF WASHINGTON SCHOOL OF MEDICINE. THE REVIEW RELIES ON COMPARISON OF COMPENSATION TO SIMILARLY SITUATED INDIVIDUALS, IN LIKE-SIZED ORGANIZATIONS ENGAGED IN SIMILAR ACTIVITIES. THE COMPARISON IS PERFORMED BY AN INDEPENDENT CONTRACTOR CONSULTANT WITH EXPERIENCE AND EXPERTISE IN COMPENSATION OF ACADEMIC MEDICAL CENTER PERSONNEL. THE COMPENSATION COMPARISON DATA IS REVIEWED BY DISINTERESTED EMPLOYEES OF UW MEDICINE, AS PART OF AN OVERALL REVIEW OF COMPENSATION FOR SIMILARLY SITUATED INDIVIDUALS IN OTHER COMPONENTS OF UW MEDICINE. THE REVIEW IS PERFORMED REGULARLY, AND DOCUMENTATION IS MAINTAINED BY THE SCHOOL OF MEDICINE. COMPENSATION OF UWP BOARD MEMBERS, INCLUDING THE UWP PRESIDENT, IN THEIR CAPACITY AS UWP MEMBERS EMPLOYED BY UWP AND/OR THE UNIVERSITY OF WASHINGTON SCHOOL OF MEDICINE, IS REVIEWED REGULARLY THROUGH A UNIVERSITY OF WASHINGTON SCHOOL OF MEDICINE PROCESS THAT INVOLVES DISINTERESTED SCHOOL OF MEDICINE EMPLOYEES WHO REVIEW COMPENSATION OF ALL SCHOOL OF MEDICINE FACULTY. FOR UWP MEMBERS, REVIEW OF COMPENSATION ALSO INCLUDES APPLICATION OF THE "UNIVERSITY OF WASHINGTON PHYSICIANS METHOD OR STANDARD REGARDING BASIC INDIVIDUAL CAPS UNDER AMENDED INCOME DISTRIBUTION PLAN, AS OF JULY 1, 1999" (UWP CAP POLICY). THE UWP CAP POLICY LIMITS COMPENSATION OF UWP MEMBERS BY COMPARISON TO OBJECTIVE DATA FOR SIMILAR POSITIONS IN SIMILAR ORGANIZATIONS, SUCH AS THAT ESTABLISHED BY THE AAMC. THE REVIEW IS PERFORMED REGULARLY AND DOCUMENTATION IS MAINTAINED BY THE SCHOOL OF MEDICINE.
FORM 990, PART VII, SECTION A, COLUMN B
ALL OF THE KEY EMPLOYEES AND BOARD MEMBERS, EXCEPT THE THREE COMMUNITY TRUSTEES AND THE UWP EXECUTIVE DIRECTOR, CHIEF FINANCIAL OFFICER, AND GENERAL COUNSEL, ARE EMPLOYED FULL TIME BY THE UNIVERSITY OF WASHINGTON AND PARTICIPATE IN UWP'S BUSINESS MATTERS AS A FUNCTION OF THEIR RESPECTIVE POSITIONS WITHIN THE UNIVERSITY OF WASHINGTON. FOR EXAMPLE, BOARD MEMBERS WHO ARE THE UNIVERSITY OF WASHINGTON SCHOOL OF MEDICINE CLINICAL DEPARTMENT CHAIRS ARE REQUIRED AS PART OF THEIR ROLE AS CHAIR TO SERVE ON THE UWP BOARD. OTHER KEY EMPLOYEES EMPLOYED BY THE UNIVERSITY OF WASHINGTON SERVE IN ROLES THAT PROVIDE THE UNIVERSITY OF WASHINGTON OVERSIGHT REQUIRED BY THE UWP ARTICLES OF INCORPORATION AND BYLAWS. FOR THESE INDIVIDUALS, ALTHOUGH EACH MAY ENGAGE IN ACTIVITIES RELATED SOLELY TO THE UNIVERSITY AND UNRELATED TO UWP, WE ARE NOT ABLE TO SEGREGATE THE HOURS DEVOTED TO UWP FROM THE HOURS EACH INDIVIDUAL DEVOTES TO THE UNIVERSITY OF WASHINGTON. THUS, WE ARE REPORTING 40 HOURS FOR EACH INDIVIDUAL, TO REPRESENT THAT INDIVIDUAL'S WORK FOR THE UNIVERSITY OF WASHINGTON.
CHANGES IN NET ASSETS OR FUND BALANCES:
FORM 990, PART XI, LINE 5:
NET UNREALIZED GAINS ON INVESTMENTS: 6,057,956.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.