2023-05-15T14:20:00-05:00 2022-06-30 440160260 FORVIS LLP 525 EAST BAY STREET STE 100 CHARLESTON SC 29403 990 2021-07-01 844667819 MAINSAIL HEALTH PARTNERS MAIN 8438768745 22 WESTEDGE ST 319 CHARLESTON SC 29403 PATRICK CAWLEY CEO & DIRECTOR 8438768745 2023-05-15 1 PATRICK CAWLEY 999009999 JEREMY NAESS P01306905 8437226443 2023-05-15 3 AAL1 IAL1 2021 2023-04-26 12:10:37Z PATRICK CAWLEY 22 WESTEDGE ST 319 CHARLESTON SC 29403 11464426 0 X N/A X 2020 SC THE PURPOSE OF THE CORPORATION IS TO SUPPORT THE CHARITABLE, SCIENTIFIC, ELEEMOSYNARY, AND EDUCATIONAL MISSIONS OF THE MEDICAL UNIVERSITY OF SOUTH CAROLINA (MUSC), AN INSTITUTION OF HIGHER LEARNING AND AGENCY OF THE STATE OF SOUTH CAROLINA BY AND THROUGH EXPANDED HEALTHCARE OUTREACH ACROSS RURAL AREAS OF THE STATE AND COLLABORATIONS IN THE DELIVERY OF CARE WITH PRIVATE INDUSTRY THAT ARE ALIGNED WITH THE MISSION AND OBJECTIVES OF MUSC. MOREOVER, SUCH EXPANSION WILL PROVIDE MEANINGFUL NEW JOBS AND OTHER ECONOMIC BENEFIT TO RURAL COUNTIES ACROSS THE STATE, WHICH ARE OFTEN UNDERSERVED IN TERMS OF ACCESS TO HEALTHCARE. 7 7 0 0 0 0 3000000 0 0 0 2010 11464426 0 0 3002010 11464426 0 0 0 0 0 0 0 0 0 98050 554316 98050 554316 2903960 10910110 3001710 76368989 97750 62554919 2903960 13814070 X TO PROMOTE AND SUPPORT, INDEPENDENTLY BUT WITHIN ALIGNMENT WITH AND IN RELATION TO, MEDICAL UNIVERSITY OF SOUTH CAROLINA (MUSC) AND ITS CHARITABLE, ELEEMOSYNARY, EDUCATIONAL, SCIENTIFIC MISSION, PURPOSE, AND PROGRAMS. 0 0 TO EXPLORE, INVESTIGATE, CONTRACT FOR, AND ENGAGE IN COLLABORATIVE INITIATIVES WITH OTHER PERSONS TO UNDERTAKE SCIENTIFIC, CLINICAL, EDUCATIONAL, AND RESEARCH ACTIVITIES AND ENDEAVORS CONSISTENT WITH THE OBJECTIVES AND MISSION OF MUSC; TO PROMOTE, ENCOURAGE AND AID INTERACTIONS AND COLLABORATIVE RELATIONSHIPS WITH PRIVATE INDUSTRY THAT ARE ALIGNED WITH THE MISSION AND OBJECTIVES OF MUSC, TO THE EXTENT PERMITTED BY APPLICABLE LAW; TO SEEK AND ESTABLISH STRATEGIC VENTURES WITH INDEPENDENT ENTITIES THAT BENEFIT THE MUSC ENTERPRISE AND THE COMMUNITY IT SERVES; TO PROMOTE THE RECRUITMENT AND RETENTION OF A SUPERIOR FACULTY BY ENCOURAGING AND AIDING THEIR PERSONAL DEVELOPMENT THROUGH THE SUPPORT OF MEDICAL AND CLINICAL SPONSORED RESEARCH PROGRAMS, AGREEMENTS, AND INITIATIVES AT OR INVOLVING MUSC; TO PROMOTE AND SUPPORT THE CHARITABLE, ELEEMOSYNARY, EDUCATIONAL, MEDICAL, SCIENTIFIC AND RESEARCH PURPOSES OF MUSC BY AND THROUGH SUPPORT OF MEDICAL UNIVERSITY HOSPITAL AUTHORITY (MUHA), UNIVERSITY MEDICAL ASSOCIATES OF THE MEDICAL UNIVERSITY OF SOUTH CAROLINA (UMA), AND ANY OTHER ORGANIZATION RECOGNIZED, FROM TIME TO TIME, BY MUSC AS AN AFFILIATE; TO PROMOTE, SUPPORT AND AID ANY AND ALL OTHER ACTIVITIES AND PROGRAMS, WHICH WILL FURTHER THE MISSION AND PROGRAMS OF MUSC. 1 0 0 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 X 7 7 1 0 0 0 0 0 0 1 1 0 0 0 1 1 1 0 0 1 1 0 SC X CAROL TIDWELL 8438768745 ONE POSTON ROAD SUITE 350 CHARLESTON SC 29407 DON JOHNSON II CHAIR & DIRECTOR 2.00 5.00 X 0 500 0 CHARLES SCHULZE DIRECTOR 2.00 5.00 X 0 500 0 JOHN OSBORNE DIRECTOR 2.00 5.00 X 0 500 0 FORREST ALTON DIRECTOR 2.00 5.00 X 0 500 0 TODD LILLIBRIDGE DIRECTOR 2.00 5.00 X 0 500 0 JACK JONES DIRECTOR 2.00 5.00 X 0 500 0 STUART SMITH DIRECTOR 2.00 5.00 X 0 500 0 PATRICK CAWLEY CEO 3.00 40.00 X 0 993487 42738 0 996987 42738 0 1 1 0 0 62841 62841 11401585 0 11401585 11401585 11401585 11464426 0 0 11464426 44919 44919 193960 193960 12498 12498 296162 296162 6777 6777 554316 0 554316 0 3001710 236068 66203 1738854 6777 0 1732077 73772211 0 562430 3001710 76368989 1925 61783 58900848 95825 3592288 97750 62554919 X 0 0 0 0 2903960 13814070 2903960 13814070 3001710 76368989 10910110 0 X X 0 1 X 1 0 X X X 2 MEDICAL UNIVERSITY OF SOUTH CAROLINA 576000722 2 1 0 0 MEDICAL UNVERSITY HOSPITAL AUTHORITY 571098556 3 1 0 0 2 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 X 1 0 PART IV, SECTION E, LINE 2A: MAINSAIL OPERATES TO CONTRACT FOR AND ENGAGE IN COLLABORATIVE INITIATIVES THAT ARE CONSISTENT WITH THE OBJECTIVES AND MISSION OF THE MEDICAL UNIVERSITY OF SOUTH CAROLINA. THROUGH ITS WHOLLY OWNED SUBSIDIARY, SPINNAKER, MAINSAIL DIRECTED INVESTMENT INTO TWO JOINT VENTURES. THE FIRST WITH THE ONYX GROUP WAS FORMED TO PROVIDE MANAGEMENT SERVICES FOR PHYSICIAN, MEDICAL AND ANCILLARY HEALTH SERVICES. THE SECOND WITH ENCOMPASS WAS FORMED TO OWN OR LEASE, MANAGE AND OPERATE A FACILITY THAT PROVIDES INPATIENT REHABILITATION SERVICES AND OTHER HEALTH SERVICES. BOTH OF THESE JOINT VENTURES DIRECTLY FURTHER THE EXEMPT PURPOSES OF ITS SUPPORTED ORGANIZATIONS. 448010 448010 1290844 6777 1284067 1732077 RESTRICTED CASH 45000000 C INVESTMENT IN LEASE RECEIVABLE 25772211 C INVESTMENT IN JOINT VENTURES 3000000 C 73772211 DUE TO MEDICAL UNIVERSITY HOSPITAL AUTHORITY 3592288 3592288 X 11464426 0 11464426 0 11464426 554316 0 554316 0 554316 PART X, LINE 2: MAINSAIL IS EXEMPT FROM FEDERAL AND STATE INCOME TAX UNDER SECTION 501(A) OF THE INTERNAL REVENUE CODE AS AN ORGANIZATION DESCRIBED IN SECTION 501(C)(3). AS SUCH, MAINSAIL IS GENERALLY NOT SUBJECT TO FEDERAL OR STATE INCOME TAXES. HOWEVER, MAINSAIL REMAINS SUBJECT TO INCOME TAXES ON ANY NET INCOME THAT IS DERIVED FROM A TRADE OR BUSINESS, REGULARLY CARRIED ON, AND NOT IN FURTHERANCE OF THE PURPOSE FOR WHICH IT WAS GRANTED EXEMPTION. 0 0 0 0 0 0 0 0 0 PATRICK CAWLEY CEO 0 993487 0 0 0 0 0 41706 0 1032 0 1036225 0 0 FORM 990, PART VI, SECTION A, LINE 2 BUSINESS RELATIONSHIPS EXIST BETWEEN BOARD MEMBERS DUE TO THEIR INVOLVEMENT WITH AFFILIATED ENTITIES AT MUSC, UMA, AND MUHA. FORM 990, PART VI, SECTION B, LINE 11B COPIES OF THE FORM 990 WILL BE MADE AVAILABLE FOR BOARD MEMBERS AT THE EARLIEST AVAILABLE BOARD MEETING. IN ADDITION, ALL RECORDS, DOCUMENTS, ETC. AND ACCESS TO STAFF, EMPLOYEES, ASSOCIATES, CONSULTANTS, VENDORS, ETC OF THE CORPORATION SHALL BE AVAILABLE FOR REVIEW/AUDIT BY MEDICAL UNIVERSITY OF SOUTH CAROLINA'S INTERNAL AUDITOR OR HIS OR HER DESIGNEE. FORM 990, PART VI, SECTION B, LINE 12C THE CORPORATION WILL MAINTAIN A CONFLICT OF INTEREST POLICY. IN ACCORDANCE WITH THE POLICY ANY DIRECTOR OR OFFICER SHALL DECLARE HIMSELF OR HERSELF AS ABSTAINING FROM VOTING ON ANY MATTER IN WHICH SAID DIRECTOR OR OFFICER MAY BE CONSIDERED TO HAVE CONFLICT OF INTEREST. SUCH ABSTAINING DECLARATION SHALL BE MADE FOR THE RECORD AT THE BEGINNING OF ANY SUCH MOTION OR DISCUSSION AND SHALL BE RECORDED IN THE OFFICIAL MINUTES OF THE MEETING. THE SAME CONFLICT OF INTERST PROCEDURES SHALL APPLY TO ANY DIRECTRO OR OFFICER PARTICIPATING IN ANY COMMITTEE VOTE. FOR PURPOSES OF THE CORPORATION'S CONFLICT OF INTEREST POLICY, A TRANSACTION WITH A THIRD PARTY IS NOT A CONFLICT OF INTEREST TRANSACTION SOLELY ON THE BASIS THAT IT MAY BENEFIT MUSC OR AFFILIATE OF MUSC OR THAT IT WILL INVOLVE ANCILLARY CONTRACTS WITH MUSC OR OTHER AFFILIATE OF MUSC. THE PURPOSE OF THIS CONFLICTS OF INTEREST POLICY IS TO PROTECT THE INTEREST OF MAINSAIL HEALTH PARTNERS (HEREINAFTER THE "CORPORATION") WHEN IT IS CONTEMPLATING ENTERING A TRANSACTION OR ARRANGEMENT THAT MIGHT BENEFIT THE PRIVATE INTEREST OF AN OFFICER OR DIRECTOR OF THE CORPORATION. THIS POLICY IS INTENDED TO SUPPLEMENT BUT NOT REPLACE SECTIONS 33-31-831 OR 33-31-832 OF THE SOUTH CAROLINA CODE OR OTHER APPLICABLE STATE LAWS GOVERNING CONFLICTS OF INTEREST APPLICABLE TO THE CORPORATION. DEFINITIONS 1. INTERESTED PERSON. ANY DIRECTOR, OFFICER, OR MEMBER OF A COMMITTEE WITH BOARD-DELEGATED POWERS WHO HAS A DIRECT OR INDIRECT FINANCIAL INTEREST, AS DEFINED BELOW, IS AN INTERESTED PERSON. 2. FINANCIAL INTEREST. A PERSON HAS A FINANCIAL INTEREST IF THE PERSON HAS, DIRECTLY OR INDIRECTLY, THROUGH BUSINESS, INVESTMENT, OR FAMILY: A. AN OWNERSHIP OR INVESTMENT IN ANY ENTITY WITH WHICH THE CORPORATION HAS A TRANSACTION OR ARRANGEMENT; B. A COMPENSATION ARRANGEMENT WITH THE CORPORATION OR WITH ANY ENTITY OR INDIVIDUAL WITH WHICH THE CORPORATION HAS A TRANSACTION OR ARRANGEMENT; OR C. A POTENTIAL OWNERSHIP OR INVESTMENT INTEREST IN, OR COMPENSATION ARRANGEMENT WITH, ANY ENTITY OR INDIVIDUAL WITH WHICH THE CORPORATION IS NEGOTIATING A TRANSACTION OR ARRANGEMENT. COMPENSATION INCLUDES DIRECT AND INDIRECT REMUNERATION AS WELL AS GIFTS OR FAVORS THAT ARE SUBSTANTIAL IN NATURE. FOR PURPOSES OF CLARITY, A FINANCIAL INTEREST SHALL NOT BE DEEMED TO INCLUDE THE ACQUISITION OR OWNERSHIP BY AN INTERESTED PARTY, SOLELY AS A PASSIVE INVESTOR WITH NO INVOLVEMENT IN THE OPERATION OF THE BUSINESS, OF NO MORE THAN TWO PERCENT (2%) OF THE OWNERSHIP OF A CORPORATION, PARTNERSHIP, COMPANY, OR OTHER ENTITY WHOSE STOCK OR OWNERSHIP INTEREST IS PUBLICLY TRADED ON A NATIONAL SECURITIES EXCHANGE, THE NASDAQ STOCK MARKET OR OVER-THE-COUNTER. A FINANCIAL INTEREST IS NOT NECESSARILY A CONFLICT OF INTEREST. UNDER ARTICLE III, SECTION 2, A PERSON WHO HAS A FINANCIAL INTEREST MAY HAVE A CONFLICT OF INTEREST ONLY IF THE APPROPRIATE BOARD OR COMMITTEE DECIDES THAT A CONFLICT OF INTEREST EXISTS. IN THE ENACTMENT OF THIS CONFLICTS OF INTEREST POLICY, THE BOARD IDENTIFIES THAT THE PURPOSE OF MAINSAIL HEALTH PARTNERS IS TO BE A SUPPORTING ORGANIZATION OF MUSC AS CONTEMPLATED UNDER IRC SECTIONS 501(C)(3) AND 509(A)(3). A TRANSACTION WITH A THIRD PARTY IS NOT A CONFLICT OF INTEREST TRANSACTION SOLELY ON THE BASIS THAT IT MAY BENEFIT MUSC OR AFFILIATE OF MUSC OR THAT IT WILL INVOLVE ANCILLARY CONTRACTS WITH MUSC OR OTHER AFFILIATE OF MUSC. HOWEVER, IN INSTANCES OF A PROPOSED WRITTEN CONTRACT OR AGREEMENT, WHERE MUSC AND THE CORPORATION ARE BOTH PARTIES TO THE SAME CONTRACT OR AGREEMENT, THE MUSC DIRECTORS SHALL RECUSE THEMSELVES FROM THE VOTE OF THE BOARD OF THE CORPORATION TO APPROVE SUCH CONTRACT OR AGREEMENT. FURTHERMORE, THE BOARD HAS DETERMINED THAT THE RENUMERATION OF AN MUSC DIRECTOR FROM MUSC IS NOT A FINANCIAL INTEREST THAT IS A CONFLICT OF INTEREST IN CONNECTION WITH HIS OR HER SERVICE TO MAINSAIL HEALTH PARTNERS, EXCEPT IN THE NARROW CIRCUMSTANCES, WHERE IT IS REASONABLY ANTICIPATED THAT THE ROLE OF THE MUSC DIRECTOR WILL CHANGE, OR HIS OR HER COMPENSATION WILL INCREASE, IN TANDEM, RELIANCE, CONNECTION, OR CONJUNCTION WITH SUCH EXPRESS ACTION OF MAINSAIL HEALTH PARTNERS. PROCEDURES1. DUTY TO DISCLOSE. IN CONNECTION WITH ANY ACTUAL OR POSSIBLE CONFLICT OF INTEREST, AN INTERESTED PERSON MUST DISCLOSE THE EXISTENCE OF HIS OR HER FINANCIAL INTEREST AND ALL MATERIAL FACTS TO THE DIRECTORS AND MEMBERS OF COMMITTEES WITH BOARD-DELEGATED POWERS CONSIDERING THE PROPOSED TRANSACTION OR ARRANGEMENT. 2. DETERMINING WHETHER A CONFLICT OF INTEREST EXISTS. AFTER DISCLOSURE OF THE FINANCIAL INTEREST AND ALL MATERIAL FACTS, AND AFTER ANY DISCUSSION WITH THE INTERESTED PERSON, HE OR SHE SHALL LEAVE THE BOARD OR COMMITTEE MEETING WHILE THE DETERMINATION OF A CONFLICT OF INTEREST IS DISCUSSED AND VOTED UPON. THE REMAINING BOARD OR COMMITTEE MEMBERS SHALL DECIDE IF A CONFLICT OF INTEREST EXISTS. 3. PROCEDURES FOR ADDRESSING THE CONFLICT OF INTEREST. A. AN INTERESTED PERSON MAY MAKE A PRESENTATION AT THE BOARD OR COMMITTEE MEETING, BUT AFTER SUCH PRESENTATION, HE/SHE SHALL LEAVE THE MEETING DURING THE DISCUSSION OF, AND THE VOTE ON, THE TRANSACTION OR ARRANGEMENT THAT RESULTS IN THE CONFLICT OF INTEREST. B. THE CHAIR OF THE BOARD OR COMMITTEE SHALL, IF APPROPRIATE, APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT. IN THE EVENT THAT THE CHAIR IS IN A POSITION OF CONFLICT, THE VICE-CHAIR WILL ASSUME THE FOREGOING RESPONSIBILITY. C. AFTER EXERCISING DUE DILIGENCE, THE BOARD OR COMMITTEE SHALL DETERMINE WHETHER THE CORPORATION CAN OBTAIN A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT WITH REASONABLE EFFORTS FROM A PERSON OR ENTITY THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. D. IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY ATTAINABLE UNDER CIRCUMSTANCES THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST, THE BOARD OR COMMITTEE SHALL DETERMINE BY A MAJORITY VOTE OF THE DISINTERESTED DIRECTORS WHETHER THE TRANSACTION OR ARRANGEMENT IS IN THE CORPORATION'S BEST INTEREST AND FOR ITS OWN BENEFIT AND WHETHER THE TRANSACTION IS FAIR AND REASONABLE TO THE CORPORATION AND SHALL MAKE ITS DECISION AS TO WHETHER TO ENTER INTO THE TRANSACTION OR ARRANGEMENT IN CONFORMITY WITH SUCH DETERMINATION. 4. PROHIBITED TRANSACTIONS. NOTWITHSTANDING, ANYTHING IN THIS POLICY TO THE CONTRARY, AN INTERESTED PERSON SHALL NOT, DURING HIS OR HER PERIOD OF SERVICE AS A DIRECTOR, OFFICER OR MEMBER OF A COMMITTEE WITH BOARD- DELEGATED POWERS AND FOR A PERIOD OF 12 MONTHS THEREAFTER, INVEST, OR RECEIVE AN OWNERSHIP INTEREST, THROUGH STOCK, OPTIONS, PHANTOM STOCK OR OTHERWISE, IN ANY ENTITY OR VENTURE IN WHICH THE CORPORATION MAINTAINS AN OWNERSHIP INTEREST EXCEPTING THE CORPORATION'S INVESTMENTS IN PUBLICLY TRADED SECURITIES INCLUDING MUTUAL FUNDS. PROVIDED, HOWEVER, THE BOARD OF DIRECTORS, UPON A VOTE OF 75% OF ITS MEMBERS NOT COUNTING THE AFFECTED DIRECTOR, MAY WAIVE THE APPLICABILITY OF THE ABOVE- DESCRIBED PROHIBITION WITH RESPECT TO THE 12-MONTH PERIOD FOLLOWING A DIRECTOR'S PERIOD OF SERVICE AS A DIRECTOR, OFFICER, OR MEMBER OF A COMMITTEE WITH BOARD-DELEGATED POWERS. 5. VIOLATIONS OF THE CONFLICTS OF INTEREST POLICY. A. IF THE BOARD OR COMMITTEE HAS REASONABLE CAUSE TO BELIEVE THAT A MEMBER HAS FAILED TO DISCLOSE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, IT SHALL INFORM THE MEMBER OF THE BASIS FOR SUCH BELIEF AND AFFORD THE MEMBER AN OPPORTUNITY TO EXPLAIN THE ALLEGED FAILURE TO DISCLOSE. B. IF, AFTER HEARING THE RESPONSE OF THE MEMBER AND MAKING SUCH FURTHER INVESTIGATION AS MAY BE WARRANTED IN THE CIRCUMSTANCES, THE BOARD OR COMMITTEE DETERMINES THAT THE MEMBER HAS IN FACT FAILED TO DISCLOSE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, IT SHALL TAKE APPROPRIATE DISCIPLINARY AND CORRECTIVE ACTION. ARTICLE IV RECORDS OF PROCEEDINGS THE MINUTES OF THE BOARD AND ALL COMMITTEES WITH BOARD-DELEGATED POWERS SHALL CONTAIN: A. THE NAMES OF THE PERSONS WHO DISCLOSED OR OTHERWISE WERE FOUND TO HAVE A FINANCIAL INTEREST IN CONNECTION WITH AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, THE NATURE OF THE FINANCIAL INTEREST, ANY ACTION TAKEN TO DETERMINE WHETHER A CONFLICT OF INTEREST WAS PRESENT, AND THE BOARD'S OR COMMITTEE'S DECISION AS TO WHETHER A CONFLICT OF INTEREST IN FACT EXISTED. B. THE NAMES OF THE PERSONS WHO WERE PRESENT FOR DISCUSSIONS AND VOTES RELATING TO THE TRANSACTION OR ARRANGEMENT, THE CONTENT OF THE DISCUSSION, INCLUDING ANY ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT, AND A RECORD OF ANY VOTES TAKEN IN CONNECTION THEREWITH. COMPENSATION COMMITTEES - A VOTING MEMBER OF ANY COMMITTEE WHOSE JURISDICTION INCLUDES COMPENSATION MATTERS AND WHO RECEIVES COMPENSATION, DIRECTLY OR INDIRECTLY, FROM THE CORPORATION FOR SERVICES IS PRECLUDED FROM VOTING ON MATTERS PERTAINING TO THAT MEMBER'S COMPENSATION. FORM 990, PART VI, SECTION B, LINE 15 COMPENSATION POLICY - ARTICLE I - PURPOSE THE PURPOSE OF THIS COMPENSATION POLICY IS TO PROTECT THE INTEREST OF MAINSAIL HEALTH PARTNERS (THE "CORPORATION") WHEN IT IS CONTEMPLATING A COMPENSATION ARRANGEMENT FOR SERVICES TO BE RENDERED TO THE CORPORATION. SUBJECT TO THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "INTERNAL REVENUE CODE") AND OTHER APPLICABLE FEDERAL AND STATE LAWS, THE BOARD OF DIRECTORS OF THE CORPORATION (THE "BOARD") AND THE EXECUTIVE COMMITTEE OF THE BOARD (THE "EXECUTIVE COMMITTEE") HAVE AUTHORITY AND DISCRETION TO INTERPRET, AMEND, MODIFY OR TERMINATE THIS COMPENSATION POLICY. ARTICLE II - COMPENSATION THE FOLLOWING PROVISIONS ARE INTENDED TO ADDRESS COMPENSATION OF OFFICERS, MEMBERS OF THE BOARD, AND OTHER INDIVIDUALS AS DETERMINED BY THE BOARD AND/OR EXECUTIVE COMMITTEE ("COVERED INDIVIDUALS"). (A) COMPENSATION. (I) "COMPENSATION" INCLUDES THE FOLLOWING: SALARY OR WAGES; DEFERRED COMPENSATION; RETIREMENT BENEFITS; FRINGE BENEFITS (E.G., PERSONAL VEHICLE, MEALS, LODGING, PERSONAL FAMILY AND EDUCATIONAL BENEFITS, PAYMENT OF PERSONAL TRAVEL, ENTERTAINMENT, OR OTHER EXPENSES SUCH AS ATHLETIC OR COUNTRY CLUB MEMBERSHIP AND DUES); TRANSFERS OR FAVORS WHICH ARE NOT DE MINIMIS OR INSUBSTANTIAL IN NATURE; AND/OR THE PERSONAL USE OF OTHER GIFTS, PAYMENTS OR TRANSFERS INTENDED OR USED FOR THE PERSONAL BENEFIT OF THE TRANSFEREE. COMPENSATION DOES NOT INCLUDE TRANSFERS, PAYMENTS OR REIMBURSEMENTS TO PERSONS FOR ORDINARY AND NECESSARY BUSINESS EXPENSES OF THE CORPORATION, WHICH EXPENSES ARE INCURRED BY THE PERSON(S) ON BEHALF OF THE CORPORATION AND WHICH SATISFY THE SUBSTANTIATION REQUIREMENTS DESCRIBED IN SECTION 1.274-5 OF THE TREASURY REGULATIONS. IT IS INTENDED THAT SUCH EXPENSES INCLUDE, BUT ARE NOT LIMITED TO, PER DIEM AND MILEAGE ALLOWANCES IN CONNECTION WITH CORPORATION MEETINGS. (II) "REASONABLE COMPENSATION" IS THE AMOUNT OF COMPENSATION THAT WOULD ORDINARILY BE PAID FOR SIMILAR SERVICES BY SIMILAR ORGANIZATIONS UNDER SIMILAR CIRCUMSTANCES AS OF THE DATE THE COMPENSATION ARRANGEMENT IS ENTERED. (B) PROCEDURE FOR DETERMINING REASONABLE COMPENSATION. THE BOARD OR THE EXECUTIVE COMMITTEE WILL DETERMINE REASONABLE COMPENSATION CONSISTENT WITH THE FOLLOWING: (I) THE GOVERNANCE POLICIES AND PRACTICES OF THE CORPORATION; (II) THE CONFLICT OF INTEREST POLICY OF THE CORPORATION; AND (III) PROVISIONS WHICH GIVE RISE TO THE "REBUTTABLE PRESUMPTION OF REASONABLENESS" DESCRIBED IN SECTION 53.4958-6(A) OF THE U.S. TREASURY REGULATIONS. CONSISTENT WITH THE PRECEDING PARAGRAPH, THE DETERMINATION OF REASONABLE COMPENSATION SHALL ALSO INCLUDE THE FOLLOWING ELEMENTS: 1. IN ADVANCE OF PAYMENT, THE COMPENSATION ARRANGEMENT WILL BE APPROVED BY MEMBERS OF THE BOARD OR THE EXECUTIVE COMMITTEE WHO DO NOT HAVE A CONFLICT OF INTEREST WITH RESPECT TO THE COMPENSATION ARRANGEMENT BEING DETERMINED; 2. THE BOARD OR THE EXECUTIVE COMMITTEE WILL CONSIDER DATA AND INFORMATION AS TO THE COMPARABILITY OF THE COMPENSATION PACKAGE PRIOR TO MAKING ITS DETERMINATION, (E.G., DATA AND INFORMATION ABOUT COMPENSATION PAID BY SIMILARLY SITUATED TAXABLE OR TAX EXEMPT ORGANIZATIONS FOR SIMILAR SERVICES, CURRENT COMPENSATION SURVEYS COMPILED BY INDEPENDENT FIRMS, OR ACTUAL WRITTEN OFFERS FROM SIMILARLY SITUATED ORGANIZATIONS COMPETING FOR THE SERVICES OF THE PERSON WHOSE COMPENSATION IS BEING DETERMINED BY THE BOARD OR THE EXECUTIVE COMMITTEE); 3. THE BOARD OR THE EXECUTIVE COMMITTEE WILL ADEQUATELY DOCUMENT THE BASIS FOR ITS DETERMINATION CONCURRENTLY WITH MAKING THAT DETERMINATION, WHICH DOCUMENTATION SHALL INCLUDE THE BOARD OR THE EXECUTIVE COMMITTEE'S WRITTEN OR ELECTRONIC RECORDATION OF THE FOLLOWING: 1. THE TERMS OF THE TRANSACTION THAT WAS APPROVED AND THE DATE IT WAS APPROVED; 2. THE MEMBERS OF THE BOARD OR THE EXECUTIVE COMMITTEE WHO WERE PRESENT DURING DEBATE ON THE TRANSACTION THAT WAS APPROVED AND THE NAMES OF THOSE WHO VOTED FOR IT; 3. THE COMPARABILITY DATA CONSIDERED BY THE BOARD OR THE EXECUTIVE COMMITTEE; AND 4. ANY ACTIONS TAKEN WITH RESPECT TO THE DETERMINATION OF THE REASONABLENESS OF A TRANSACTION BY ANYONE WHO IS OTHERWISE A MEMBER OF THE BOARD OR THE EXECUTIVE COMMITTEE, BUT WHO HAD A CONFLICT OF INTEREST WITH RESPECT TO THE TRANSACTION. ARTICLE III - PERIODIC REVIEWS - TO ENSURE THAT THE CORPORATION OPERATES IN A MANNER CONSISTENT WITH ITS CHARITABLE PURPOSES AND THAT IT DOES NOT ENGAGE IN ACTIVITIES THAT COULD JEOPARDIZE ITS STATUS AS AN ORGANIZATION EXEMPT FROM FEDERAL INCOME TAX, THE BOARD OR THE EXECUTIVE COMMITTEE SHALL CONDUCT PERIODIC REVIEWS OF THIS COMPENSATION POLICY AND ITS ACTUAL IMPLEMENTATION. THE PERIODIC REVIEWS SHALL, AT A MINIMUM, ENSURE THAT THE FOLLOWING STEPS ARE TAKEN: 1. THE BOARD OR THE EXECUTIVE COMMITTEE SHALL DETERMINE WHETHER COMPENSATION, WHICH THE CORPORATION HAS PROVIDED, COMPLIES WITH THE POLICIES AND STANDARDS DESCRIBED HEREIN AND CONSTITUTES REASONABLE COMPENSATION; AND 2. THE BOARD OR THE EXECUTIVE COMMITTEE SHALL DETERMINE WHETHER COMPENSATION TRANSACTIONS ARE PROPERLY RECORDED, REFLECT REASONABLE PAYMENTS FOR GOODS AND SERVICES, FURTHER THE CORPORATION'S CHARITABLE PURPOSES AND DO NOT RESULT IN PRIVATE INUREMENT, IMPERMISSIBLE PRIVATE BENEFIT OR IN AN EXCESS BENEFIT TRANSACTION. ARTICLE IV- USE OF OUTSIDE ADVISORS AND EXPERTS - FOR PURPOSES OF OBTAINING INFORMATION AND ADVICE WITH REGARD TO THE DETERMINATION OF REASONABLE COMPENSATION OR IN CONDUCTING THE PERIODIC REVIEWS, THE BOARD OR THE EXECUTIVE COMMITTEE MAY, BUT NEED NOT, USE OUTSIDE ADVISORS AND/OR EXPERTS. IF OUTSIDE ADVISORS AND/OR EXPERTS ARE USED, THEIR USE SHALL NOT RELIEVE THE BOARD OR THE EXECUTIVE COMMITTEE OF THE RESPONSIBILITY FOR ENSURING THAT REASONABLE COMPENSATION IS DETERMINED, AND PERIODIC REVIEWS ARE CONDUCTED. FORM 990, PART VI, SECTION C, LINE 19 ALL GOVERNING DOCUMENTS FOR THE CORPORATION ARE AVAILABLE UPON REQUEST BY CONTACTING CUSTODIAN NOTED IN LINE 20 BELOW. FORM 990, PART XII, LINE 2C: PURSUANT TO SUCH POLICY OF THE BOARD, AS DETERMINED AND AMENDED FROM TIME TO TIME, A QUALIFIED FIRM OF CPAS MAY BE DESIGNATED BY THE BOARD OR ITS DELEGATE TO AUDIT AND EXAMINE THE BOOKS AND RECORDS OF ACCOUNT OF THE CORPORATION, AND TO CERTIFY AND REPORT IN WRITING TO THE BOARD OF DIRECTORS THE ANNUAL BALANCES AND CONDITION OF SUCH BOOKS AS PREPARED AT THE CLOSE OF THE FISCAL YEAR. THE COMPENSATION OF AUDITORS SHALL BE DETERMINED BY AGREEMENT BETWEEN THE BOARD OF DIRECTORS, OR ITS DELEGATE, AND THE AUDITING FIRM AT THE TIME OF ITS ENGAGEMENT. MEDICAL UNIVERSITY OF SOUTH CAROLINA (MUSC) 171 ASHLEY AVE CHARLESTON SC 29425 300895040 MEDICAL SC 501(C)(3) LINE 3 0 UNIVERSITY MEDICAL ASSOCIATES OF THE MEDICAL UNIVERSITY OF SOUTH CAROLINA ONE POSTON ROAD STE 350 CHARLESTON SC 29407 570935917 SUPPORT EDUCATIONAL, MEDICAL, SCIENTIFIC AND RESEARCH PURPOSES OF MUSC SC 501(C)(3) LINE 11 0 MEDICAL UNIVERSITY HOSPITAL AUTHORITY 22 WESTEDGE CHARLESTON SC 29403 571098556 MEDICAL SC 501(C)(3) LINE 3 0 SPINNAKER HEALTH LLC 22 WESTEDGE CHARLESTON SC 29403 853881711 HEALTHCARE SC C 94936 16586108 1.00000 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 1 0 0 0