Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| Form 990, Part VI, Section A, Line 4 | - Changed the total number of directors from 10 to 8; - Added the President/CEO as a member of the Board of Directors Change requiring that a majority of Board members be present AND at least one Board member from each Corporate Member be present to establish quorum - ByLaws updated for charter members by removing the Regents of the University of California who withdrew as a Charter Member. Additional language to include CEO/President may not resign from the Board unless his/her position as President/CEO has been terminated. - Additional language to include each director shall serve for a term of (1) year, except the President/CEO whose term shall be concurrent with his/her tenure as CEO/President. - Additional language stating the director serving ex oficio due to his/her position as President/CEO will receive compensation for the President/CEO position as approved by the Board as set forth herein. Previously Members of the Board served without compensation but were entitled to reimbursement for travel and lodging expenses. -Authorize Committees to meet via conference phone and electronic equipment |
| Form 990, Part VI, Section A, Line 6 | DIGNITY HEALTH AND NORTHBAY HEALTHCARE GROUP ARE MEMBERS OF WESTERN HEALTH ADVANTAGE. |
| FORM 990, PART VI, SECTION A, LINE 7A | Dignity Health and Northbay Health care, respectively, appoint 3 members to the Board for a total of 6. The six directors appointed by the corporate members elect the 7th. The 8th serves ex oficio. |
| Form 990, Part VI, Section A, Line 7B | DIGNITY HEALTH AND NORTHBAY HEALTHCARE GROUP RETAIN THE APPROVAL RIGHTS AFFORDED MEMBERS FOR CERTAIN SIGNIFICANT TRANSACTIONS (E.G. CHANGE IN BYLAWS). |
| Form 990, Part VI, Section B, Line 11 | THE BOARD OF DIRECTORS REVIEWS THE FORM 990 BEFORE THE RETURN IS FILED. WHA'S CFO AND FINANCE DIRECTOR WORK CLOSELY WITH AN OUTSIDE ACCOUNTING FIRM TO PREPARE AND REVIEW THE RETURN. A COMPLETE COPY OF FORM 990 IS PROVIDED TO THE ENTIRE BOARD PRIOR TO FILING WITH THE INTERNAL REVENUE SERVICE. |
| Form 990, Part VI, Section B, Line 12C | ON AN ANNUAL BASIS, WHA DISTRIBUTES CONFLICT OF INTEREST QUESTIONNAIRES WHICH THE BOARD MEMBERS, OFFICERS, AND KEY EMPLOYEES COMPLETE AND RETURN. THE CHIEF LEGAL OFFICER OF WHA REVIEWS THE RETURNED FORMS FOR COMPLIANCE. IF A CONFLICT IS REPORTED IT WOULD BE HANDLED IN ACCORDANCE WITH THE CONFLICTS OF INTEREST POLICY, WHICH REQUIRES INDIVIDUALS WITH A POTENTIAL CONFLICT TO RECUSE THEMSELVES FROM THE BOARD'S DELIBERATIONS ON THE ISSUE OF CONFLICT. |
| Form 990, Part VI, Section B, Line 15 | The Board of Directors reviews the compensation of the Chief Executive Officer and authorizes the CEO to approve compensation of the other chief level employees with the caveat that all compensation of the chief level employees must be within the recommendations of the independent compensation report.A WRITTEN POLICY REQUIRES THAT THE BOARD DETERMINE THAT COMPENSATION IS REASONABLE TO WHA BASED UPON INFORMATION SUFFICIENT TO DETERMINE WHETHER THE VALUE OF SERVICES IS THE AMOUNT THAT WOULD ORDINARILY BE PAID FOR LIKE SERVICES BY LIKE ENTERPRISES, WHETHER TAXABLE OR TAX EXEMPT. UNDER LIKE CIRCUMSTANCES RELEVANT INFORMATION INCLUDES, BUT IS NOT LIMITED TO, COMPENSATION LEVELS PAID BY SIMILARLY SITUATED ORGANIZATIONS, BOTH TAXABLE AND TAX-EXEMPT, FOR FUNCTIONALLY COMPARABLE POSITIONS, THE AVAILABILITY OF SIMILAR SERVICES IN THE GEOGRAPHIC AREA OF THE APPLICABLE TAX EXEMPT ORGANIZATION, CURRENT COMPENSATION SURVEYS COMPILED BY INDEPENDENT FIRMS, AND ACTUAL WRITTEN OFFERS FROM SIMILAR INSTITUTIONS COMPETING FOR THE SERVICES OF THE DISQUALIFIED PERSON. THE BOARD MUST ALSO MAKE A FINDING THAT COMPENSATION TO THE CEO AND CFO IS JUST AND REASONABLE. ANY MEMBERS OF THE BOARD WHO HAVE A CONFLICT CANNOT BE INCLUDED IN THE DECISION MAKING PROCESS. |
| Form 990, Part VI, Section C, Line 19 | WHILE FEDERAL TAX LAWS DO NOT MANDATE THAT WHA'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS BE MADE AVAILABLE FOR PUBLIC INSPECTION, WHA MAKES ITS FINANCIAL STATEMENTS AVAILABLE UPON REQUEST. |
| FORM 990 PART IX LINE 11G | DESCRIPTION:CAPITATION EXPENSES TOTAL FEES:XXX-XX-XXXX |
| FORM 990 PART IX LINE 11G | DESCRIPTION:CLAIMS EXPENSE TOTAL FEES:XXX-XX-XXXX |
| FORM 990 PART IX LINE 11G | DESCRIPTION:MEDICAL ADMINISTRATION TOTAL FEES:7355150 |
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