Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at| Return Reference | Explanation |
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| FORM 990, PART VI, SECTION A, LINE 1 | THE EXECUTIVE COMMITTEE SHALL CONSIST OF THE PRESIDENT, PRESIDENT ELECT, IMMEDIATE PAST PRESIDENT, SECRETARY, AND TREASURER OF THE ASSOCIATION. THE EXECUTIVE COMMITTEE SHALL HAVE THE AUTHORITY TO ACT BETWEEN REGULAR OR SPECIAL MEETINGS OF THE BOARD, SUBJECT TO REVIEW AND APPROVAL, BY THE BOARD OF DIRECTORS AT ITS NEXT REGULAR MEETING AND SUBJECT TO THE LIMITATIONS ON POWERS OF EXECUTIVE COMMITTEES AS SET FORTH IN THE CALIFORNIA NONPROFIT MUTUAL BENEFIT CORPORATION LAW. |
| FORM 990, PART VI, SECTION A, LINE 3 | PHYSICIAN HOSPITALS OF AMERICA (PHA) HAS ENTERED INTO A MANAGEMENT CONTRACT WITH SMITHBUCKLIN CORPORATION. UNDER THE TERMS OF THIS AGREEMENT, PHA MAKES PAYMENTS TO SMITHBUCKLIN WHICH COVER STAFF SALARIES, EXECUTIVE DIRECTOR, AND OTHER OVERHEAD EXPENSES. THE FEES INCURRED BY PHA DURING THE CURRENT FISCAL YEAR WERE $473,794 WHICH WERE BROKEN DOWN AS FOLLOWS: ADMINISTRATIVE SERVICES - $95,000 FINANCIAL MANAGEMENT AND ACCOUNTING - $27,810 MANAGEMENT AND HEADQUARTERS - $145,000 EVENT SERVICES - $52,393 GOVERNMENT RELATIONS - $76,368 EDUCATION AND LEARNING SERVICES - $9,335 MARKETING AND COMMUNICATIONS - $18,788 INFORMATION TECHNOLOGY SERVICES - $15,500 INFORMATION, INC. (NEWSLETTER SERVICES) - $33,600 SMITHBUCKLIN'S PERFORMANCE UNDER THIS AGREEMENT IS MONITORED BY THE BOARD OF PHA. |
| FORM 990, PART VI, SECTION A, LINE 4 | THE ORGANIZATION AMENDED AND RESTATED THEIR BYLAWS, WHICH WAS ADOPTED ON OCTOBER 2, 2015. CHANGES MADE WERE AS FOLLOWS: AMENDMENT TO SECTION 4.1(A) CLARIFYING THAT CORPORATE MEMBERS (I.E., ENTITIES THAT OWN AN INTEREST IN ONE OR MORE PHYSICIAN OWNED HOSPITALS) ARE ELIGIBLE TO BE VOTING MEMBERS OF PHA. AMENDMENT TO SECTION 5.3 PERMITTING THE BOARD OF DIRECTORS (THE "BOARD") TO RECOMMEND THAT ONE ELECTED BOARD MEMBER IS TO BE A REPRESENTATIVE FROM A NON-VOTING MEMBER, AND THAT ONE ELECTED BOARD MEMBER IS TO BE A MEMBER OF THE PUBLIC WHO DOES NOT SERVE AS A REPRESENTATIVE OF EITHER A VOTING MEMBER OR NON-VOTING MEMBER. AMENDMENT TO SECTION 5.3 PERMITTING A DIRECTOR TO CONTINUE TO SERVE ON THE BOARD AS A "DIRECTOR EMERITUS" AFTER SUCH DIRECTOR'S TERM HAS EXPIRED WITHOUT THE POSSIBILITY FOR RENEWAL. UNDER THIS AMENDMENT THE BOARD WILL DETERMINE THE RIGHTS, POWERS AND OBLIGATIONS OF THE DIRECTOR EMERITUS. |
| FORM 990, PART VI, SECTION A, LINE 6 | THE ORGANIZATION HAS 2 CLASSES OF MEMBERSHIP: VOTING MEMBERS AND INDUSTRY LEADER MEMBERS. |
| FORM 990, PART VI, SECTION A, LINE 7A | VOTING MEMBERS IN GOOD STANDING ELECT THE MEMBERS OF THE BOARD OF DIRECTORS. |
| FORM 990, PART VI, SECTION A, LINE 7B | MEMBERS IN GOOD STANDING MAY VOTE ON ANY ACTION REQUIRED OR PERMITTED TO BE TAKEN BY THE BOARD OF DIRECTORS. |
| FORM 990, PART VI, SECTION B, LINE 11 | COPIES OF THE FORM 990 ARE PROVIDED TO THE GOVERNING BOARD FOR REVIEW PRIOR TO FILING WITH THE IRS. |
| FORM 990, PART VI, SECTION B, LINE 12C | IN CONNECTION WITH ANY ACTUAL OR POSSIBLE CONFLICT OF INTEREST, ALL BOARD MEMBERS AND OFFICERS MUST DISCLOSE THE EXISTENCE OF THE FINANCIAL INTEREST AND BE GIVEN THE OPPORTUNITY TO DISCLOSE ALL MATERIAL FACTS TO THE DIRECTORS AND MEMBERS OF COMMITTEES WITH GOVERNING BOARD DELEGATED POWERS CONSIDERING THE PROPOSED TRANSACTION OR ARRANGEMENT. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. |
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