2018-08-02T08:27:08-05:00 2017-06-30 560747981 DIXON HUGHES GOODMAN LLP 525 EAST BAY STREET SUITE 100 CHARLESTON SC 29403 990 2016-07-01 300895040 MUSC Strategic Ventures MUSC 8437924000 169 ASHLEY AVENUE CHARLESTON SC 29425 PATRICK CAWLEY CEO & DIRECTOR 8437924000 2018-06-07 1 P DAVID BOTZIS P00137301 8437226443 2018-06-07 2016 2022-09-23 18:48:47Z X X PATRICK CAWLEY 169 ASHLEY AVENUE CHARLESTON SC 29425 1749462 0 X N/A X 2015 SC TO PROMOTE AND SUPPORT THE EDUCATIONAL, MEDICAL, SCIENTIFIC, AND RESEARCH PURPOSES OF MUSC 9 0 0 0 0 0 1000000 749462 0 0 1749462 0 0 0 0 0 806576 806576 942886 1342827 669931 672896 X TO PROMOTE AND SUPPORT THE EDUCATIONAL, MEDICAL, SCIENTIFIC, AND RESEARCH PURPOSES OF THE MEDICAL UNIVERSITY OF SOUTH CAROLINA "MUSC", AND UNIVERSITY MEDICAL ASSOCIATES OF THE MEDICAL UNIVERSITY OF SOUTH CAROLINA "UMA", INCLUDING THEIR COLLABORATIONS WITH MEDICAL UNIVERSITY HOSPITAL AUTHORITY "MUHA" , TO OPERATE FOR THE BENEFIT OF, TO PERFORM THE FUNCTIONS OF AND TO CARRY OUT THE TAX-EXEMPT PURPOSE OF MUSC AND UMA, AND ANY OTHER EXISTING OR FUTURE TAX-EXEMPT AFFILIATES OF MUSC OR UMA; AND TO PROMOTE, ESTABLISH, CONDUCT AND MAINTAIN ACTIVITIES ON ITS OWN BEHALF, OR IN COLLABORATION OR VENTURES WITH OTHERS, AS SUCH MAY CONTRIBUTE TO OR OTHERWISE SUPPORT AND ASSIST MUSC OR UMA, OR ANY OTHER EXISTING OR FUTURE TAX-EXEMPT AFFILIATES OF MUSC OR UMA. 0 0 749462 749462 MUSC STRATEGIC VENTURES WILL PERFORM FUNCTIONS THAT WOULD OTHERWISE HAVE TO BE PERFORMED BY MUSC AND UMA WHICH WILL INVOLVE DETERMINING AND IMPLEMENTING STRATEGIES THAT ENABLE MUSC AND UMA (ALONG WITH MUHA) TO COLLECTIVELY COLLABORATE WITH HIGH QUALITY AFFILIATED HEALTH CARE PROVIDERS; PROVIDE EDUCATION WITH RESPECT TO HEALTH CARE TO COMMUNITIES AND PROVIDERS; IMPROVE ACCESS TO HIGH QUALITY HEALTH CARE FOR THE CITIZENRY OF SOUTH CAROLINA; ESTABLISH AND DEPPEN RELATIONSHIPS WITH MUSC AND UMA AFFILIATES; OPTOMIZE STATE-OF-THE-ART INFORMATION TECHNOLOGY AND COMMUNICATION SYSTEMS TO LEVERAGE EXPERTISE; UTILIZE PERFORMANCE IMPROVEMENT METHODOLOGIES TO ACHIEVE OPTIMAL OUTCOMES FOR POPULATIONS; AND GENERALLY DRIVE OTHER INITIATIVES TO PROMOTE THE SHARED MISSION OF MUSC AND UMA. 749462 1 1 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 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 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 X 9 0 1 0 0 0 0 0 0 1 1 0 0 1 1 1 1 0 0 1 1 0 SC X WAYNE HARRIS 8437924000 1180 SAM RITTENBURG CHARLESTON SC 29407 X DON JOHNSON II CHAIR & DIRECTOR 3.00 5.00 X X 0 420 0 CHARLES SCHULZE DIRECTOR 2.00 5.00 X 0 385 0 THOMAS STEPHENSON DIRECTOR 2.00 5.00 X 0 350 0 DONNA JOHNSON DIRECTOR 2.00 5.00 X 0 436242 51000 SCOTT REEVES DIRECTOR 2.00 5.00 X 0 394016 51000 EVERARD RUTLEDGE DIRECTOR 2.00 5.00 X 0 400 0 DAVID COLE DIRECTOR 2.00 5.00 X 0 313643 80000 PATRICK CAWLEY CEO & DIRECTOR 10.00 40.00 X X 0 719537 38437 MARK SWEATMAN SECRETARY 2.00 5.00 X X 0 113991 0 0 1978984 220437 0 0 1 0 0 1000000 1000000 MANAGEMENT INCOME 561499 749462 749462 749462 1749462 749462 0 0 749462 749462 56165 56165 BANK FEES 594 594 FRANCHISE TAXES 355 355 806576 749462 57114 0 754405 133412 455010 0 1342827 480000 189931 0 669931 X 0 0 0 0 0 672896 0 672896 0 1342827 942886 -269990 0 X 0 0 0 X X X 2 MEDICAL UNIVERSITY OF SOUTH CAROLINA 576000722 2 1 0 0 UNIVERSITY MEDICAL ASSOCIATES 570935917 3 1 0 0 2 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 SCHHA PARTNERSHIP 455010 C 455010 0 0 0 0 0 0 0 0 0 DONNA JOHNSON DIRECTOR 0 386242 0 50000 0 0 0 51000 0 0 0 487242 0 0 SCOTT REEVES DIRECTOR 0 329310 0 64706 0 0 0 51000 0 0 0 445016 0 0 DAVID COLE DIRECTOR 0 274667 0 0 0 38976 0 80000 0 0 0 393643 0 0 PATRICK CAWLEY CEO & DIRECTOR 0 719537 0 0 0 0 0 24000 0 14437 0 757974 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 ENTITYS BOARD IF DIRECTORS HAS APPROVED THE CONFLICTS OF INTEREST POLICY INCORPORATED WITH THE BYLAWS DESCRIBED AS FOLLOWS. IN CONNECTION WITH ANY ACTUAL OR POSSIBLE CONFLICTS OF INTEREST WHICH WILL OR REASONABLY IMPACT AN INTERESTED PERSON'S FINANCIAL INTEREST, SUCH PERSON MUST DISCLOSE THE EXISTENCE OF HIS/HER FINANCIAL INTEREST AND THE MATERIAL FACTS TO THE DIRECTORS AND MEMBERS OF COMMITTEES WITH BOARD-DELEGATED POWERS CONSIDERING THE PROPOSED TRANSACTION OR ARRANGEMENT. AFTER DISCLOSURE OF THE FINANCIAL INTEREST AND MATERIAL FACTS, AND AFTER ANY DISCUSSION WITH THE INTERESTED PERSON, HE/SHE SHALL LEAVE THE BOARD OR COMMITTEE MEETING WHILE THE DETERMINATION OF A CONFICT OF INTEREST IS DISCUSSED AND VOTED UPON. THE REMAINING BOARD OR COMMITTEE MEMBERS SHALL DECIDE IF A CONFLICT OF INTEREST EXISTS. AN INTERESTED PERSON MAY MAKE A PRESENTATION AT THE BOARD 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. THE CHAIRPERSON OF THE BOARD, IF APPROPRIATE, MAY APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT. AFTER EXERCISING DUE DILIGENCE, THE BOARD 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. 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 SHALL DETERMINE BY 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. IF THE BOARD HAS REASON TO BELIEVE THAT A MEMBER HAS FAILED TO DISCLOSE ACTUAL OR POSSIBLE CONFLICTS OF INTEREST, IT SHALL INFORM THE BOARD OF THE BASIS FOR SUCH BELIEF AND AFFORD THE MEMBER AN OPPORTUNITY TO EXPLAIN THE ALLEGED FAILURE TO DISCLOSE. IF, AFTER HEARING THE RESPONSE OF THE MEMBER AND MAKING SUCH FURTHER INVESTIGATION AS MAY BE WARRANTED IN THE CIRCUMSTANCES, THE BOARD 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. Form 990, Part VI, Section B, line 15 IN APPROVING THE ENTITY'S AND ANY SUCH COMPENSATION AGREEMENTS IN THE FUTURE, IN THE NORMAL COURSE THE ENTITY WOULD EXPECT TO UTILIZE INFORMATION ABOUT COMPENSATION (1) FROM INFORMATION PAID BY SIMILARLY-SITUATED TAX-EXEMPT OR TAXABLE ORGANIZATIONS FOR SIMILAR SERVICES, (2) FROM CURRENT COMPENSATION SURVEYS COMPILED BY INDEPENDENT FIRMS AND/OR, (3) ACTUAL WRITTEN OFFERS FROM SIMILARLY-SITUATED ORGANIZATIONS. IT IS CONCEIVABLE, THAT IN PARTCULAR CIRCUMSTANCES, THE ENTITY MAY NOT BE ABLE TO READILY DEVELOP SUCH INFORMATION. IT WILL BE SELF-EVIDENT THAT PROPOSED COMPENSATION DOES NOT EXCEED A REASONABLE AMOUNT IN THE CIRCUMSTANCES, OR THAT THE AMOUNT PROPOSED TO BE PAID AS COMPENSATION IS SO INSUBSTANTIAL THAT THE ADVANCE INVESTMENT OR RESOURCES TO SUCH ENDS WOULD ACTUALLY EXCEED THE AGGREGATE COMPENSATION (AND COMMENSURATE BENEFIT TO THE ENTITY) BEING PROPOSED. NONETHELESS, EVEN IN SUCH CASES, THE ENTITY WILL REQUIRE THAT ANY SUCH COMPENSATION ARRANGEMENT BE REASONABLE IN AMOUNT (IN VIEW OF THE RETURN SERVICES TO BE PROVIDED) AND APPROVED BY DISINTERESTED MEMBERS OF THE BOARD OF DIRECTORS (OR A COMMITTEE THEREOF) OR BY DISINTERESTED MANAGERS OT THE ENTITY WHO HAVE BEEN DELEGATED SUCH AUTHORITY BY THE BOARD OR A COMMITTEE THEREOF, BEFORE ANY SUCH COMPENSATION COULD BE PROVIDED. 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 VII, SECTION A NO MEMBER OF THE BOARD WAS COMPENSATED FOR THEIR ROLE AS BOARD MEMBER.