2017-07-13T15:09:31-05:00 2016-08-31 990 2015-09-01 472613531 NYU LANGONE HEALTH SYSTEM NYUL 2122633092 550 FIRST AVENUE MSB 153 NEW YORK NY 10016 MICHAEL T BURKE CFO 2122633092 2017-07-13 2015 2021-01-29 14:40:06Z MICHAEL T BURKE 550 FIRST AVENUE MSB 153 NEW YORK NY 10016 18015 0 X N/A X 2014 NY THE MISSION OF NYU LANGONE HEALTH SYSTEM IS TO SUPPORT THE ACTIVITIES OF ITS SUBSIDIARY INSTITUTIONS AS THEY WORK TO IMPROVE THE HEALTH AND WELFARE OF THE COMMUNITIES THEY SERVE. 59 54 0 0 0 0 0 0 0 0 0 0 0 18015 0 18015 472395 0 0 0 0 0 0 0 0 546278 0 1018673 0 -1018673 18015 134295672 199443573 11996345 77126231 122299327 122317342 X THE BOARD ADOPTED MISSION SATEMENT IS: THE CORPORATION IS OPERATED EXCLUSIVELY FOR THE BENEFIT OF NYU HOSPITALS CENTER AND ITS AFFILIATED ORGANIZATIONS. IN THIS CAPACITY, THE CORPORATION, MAY, IN ORDER TO IMPROVE THE HEALTH AND WELFARE OF THE COMMUNITY SERVED BY THE SUPPORTED ORGANIZATIONS: (I) PLAN, PREPARE FOR, PROMOTE, AND ASSIST THE SUPPORTED ORGANIZATIONS WITH THEIR RESPECTIVE MISSIONS, GOVERNANCE, POLICY MAKING, AND STRATEGIC PLANNING; AND (II) DEVELOP, SPONSOR, AND PROMOTE SERVICES AND PROGRAMS THAT ARE CHARITABLE, SCIENTIFIC OR EDUCATIONAL AND ADVANCE THE KNOWLEDGE AND PRACTICE OF, AND EDUCATION AND RESEARCH IN, MEDICINE, SURGERY, NURSING, AND OTHER OBJECTS RELATED TO THE CARE AND TREATMENT OF HUMANS. 0 0 0 0 18016 NYU LANGONE HEALTH SYSTEM PROVIDED SUPPORT TO NYU HOSPITALS CENTER ("NYUHC") AND NYU LUTHERAN PRIOR TO ITS MERGER WITH NYUHC ON JANUARY 1, 2016, IN ORDER TO PROMOTE AND ASSIST THE SUPPORTED ORGANIZATIONS WITH THEIR RESPECTIVE MISSION, GOVERNANCE, POLICY MAKING, AND STRATEGIC PLANNING. 1 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 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 1 0 0 1 33 0 0 0 0 0 0 0 0 0 0 0 0 0 X 59 54 1 0 1 0 1 1 1 1 1 0 0 1 1 1 1 1 1 0 0 0 NY X MICHAEL T BURKE CFO 2122633092 550 FIRST AVENUE NEW YORK NY 10016 KENNETH G LANGONE CHAIR 1.00 0.00 X X 0 0 0 LAURENCE D FINK CO-CHAIR 1.00 0.00 X X 0 0 0 WILLIAM R BERKLEY TRUSTEE 1.00 0.00 X 0 0 0 CASEY BOX TRUSTEE 1.00 0.00 X 0 0 0 EDGAR M BRONFMAN JR TRUSTEE 1.00 0.00 X 0 0 0 SUSAN BLOCK CASDIN TRUSTEE 1.00 0.00 X 0 0 0 KENNETH I CHENAULT TRUSTEE 1.00 0.00 X 0 0 0 GARY D COHN TRUSTEE 1.00 0.00 X 0 0 0 WILLIAM J CONSTANTINE TRUSTEE 1.00 0.00 X 0 0 0 JAMIE DIMON TRUSTEE 1.00 0.00 X 0 0 0 FIONA B DRUCKENMILLER TRUSTEE 1.00 0.00 X 0 0 0 JAMES J DUNNE III TRUSTEE 1.00 0.00 X 0 0 0 LORI FINK TRUSTEE 1.00 0.00 X 0 0 0 PAOLO FRESCO TRUSTEE 1.00 0.00 X 0 0 0 TRUDY E GOTTESMAN TRUSTEE 1.00 0.00 X 0 0 0 JACKIE S HARRIS TRUSTEE 1.00 0.00 X 0 0 0 PAUL TUDOR JONES TRUSTEE 1.00 0.00 X 0 0 0 MEL KARMAZIN TRUSTEE 1.00 0.00 X 0 0 0 HELEN L KIMMEL TRUSTEE 1.00 0.00 X 0 0 0 SIDNEY LAPIDUS TRUSTEE 1.00 0.00 X 0 0 0 THOMAS H LEE TRUSTEE 1.00 0.00 X 0 0 0 LAURENCE C LEEDS JR TRUSTEE 1.00 0.00 X 0 0 0 MARTIN LIPTON ESQ TRUSTEE 1.00 0.00 X 0 0 0 STEPHEN F MACK TRUSTEE 1.00 0.00 X 0 0 0 LOUIS MARX JR TRUSTEE 1.00 0.00 X 0 0 0 SIR DERYCK C MAUGHAN TRUSTEE 1.00 0.00 X 0 0 0 ROBERTO A MIGNONE TRUSTEE 1.00 0.00 X 0 0 0 EDWARD J MINSKOFF TRUSTEE 1.00 0.00 X 0 0 0 THOMAS K MONTAG TRUSTEE 1.00 0.00 X 0 0 0 DARLA MOORE TRUSTEE 1.00 0.00 X 0 0 0 THOMAS S MURPHY SR TRUSTEE 1.00 0.00 X 0 0 0 THOMAS S MURPHY JR TRUSTEE 1.00 0.00 X 0 0 0 FRANK T NICKELL TRUSTEE 1.00 0.00 X 0 0 0 MICHAEL E NOVOGRATZ TRUSTEE 1.00 0.00 X 0 0 0 DEBRA PERELMAN TRUSTEE 1.00 0.00 X 0 0 0 RONALD O PERELMAN TRUSTEE 1.00 0.00 X 0 0 0 ISAAC PERLMUTTER TRUSTEE 1.00 0.00 X 0 0 0 LAURA PERLMUTTER TRUSTEE 1.00 0.00 X 0 0 0 DOUGLAS A PHILLIPS TRUSTEE 1.00 0.00 X 0 0 0 RICHARD P RICHMAN TRUSTEE 1.00 0.00 X 0 0 0 LINDA GOSDEN ROBINSON TRUSTEE 1.00 0.00 X 0 0 0 DANIEL ROSENBLOOM ESQ TRUSTEE 1.00 0.00 X 0 0 0 E JOHN ROSENWALD JR TRUSTEE 1.00 0.00 X 0 0 0 ALAN D SCHWARTZ TRUSTEE 1.00 0.00 X 0 0 0 BARRY F SCHWARTZ TRUSTEE 1.00 0.00 X 0 0 0 BERNARD L SCHWARTZ TRUSTEE 1.00 0.00 X 0 0 0 LARRY A SILVERSTEIN TRUSTEE 1.00 0.00 X 0 0 0 JOEL E SMILOW TRUSTEE 1.00 0.00 X 0 0 0 CARLA SOLOMON PHD TRUSTEE 1.00 0.00 X 0 0 0 WILLIAM C STEERE JR TRUSTEE 1.00 0.00 X 0 0 0 DANIEL SUNDHEIM TRUSTEE 1.00 0.00 X 0 0 0 ALLEN R THORPE TRUSTEE 1.00 0.00 X 0 0 0 ALICE M TISCH TRUSTEE 1.00 0.00 X 0 0 0 THOMAS J TISCH TRUSTEE 1.00 0.00 X 0 0 0 JAN T VILCEK MD PHD TRUSTEE 1.00 0.00 X 0 63939 11104 BRADLEY J WECHSLER TRUSTEE 1.00 0.00 X 0 0 0 ANTHONY WELTERS TRUSTEE 1.00 0.00 X 0 0 0 ROBERT BERNE PHD EX-OFFICIO 1.00 60.00 X 0 1431081 41034 MARTIN DORPH EX-OFFICIO 1.00 60.00 X 0 745015 47286 ROBERT I GROSSMAN MD EX-OFFICIO, DEAN & CEO 0.00 60.00 X X 0 5453581 1904253 ANDREW HAMILTON PHD EX-OFFICIO (FROM: 1/1/16) 1.00 60.00 X 0 0 0 JOHN E SEXTON EX-OFFICIO (THROUGH: 12/31/15) 1.00 60.00 X 0 10874698 129254 ANDREW W BROTMAN MD SVP/VICE DEAN CHIEF CLINICAL OFFCR 0.00 60.00 X 0 2495052 24292 MICHAEL T 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REIMBURSEMENTS 561000 18015 18015 18015 18015 18015 0 0 0 0 0 0 796982 1040677 1842271 133498690 196560625 134295672 199443573 2817337 22777615 9179008 54348616 11996345 77126231 X 117427327 117445342 4671000 4671000 201000 201000 122299327 122317342 134295672 199443573 18015 0 X 0 1 X 1 0 X X 1 NYU HOSPITALS CENTER 133971298 3 1 0 0 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 INVESTMENT IN NYU LUTHERAN 123318000 DUE FROM RELATED ENTITIES 73242625 196560625 DUE TO RELATED ORGANIZATIONS 54348616 54348616 0 1 0 0 0 0 0 0 0 JAN T VILCEK MD PHD TRUSTEE 0 63939 0 0 0 0 0 6896 0 4208 0 75043 0 0 ROBERT BERNE PHD EX-OFFICIO 0 1431081 0 0 0 0 0 26500 0 14534 0 1472115 0 0 MARTIN DORPH EX-OFFICIO 0 649204 0 0 0 95811 0 26500 0 20786 0 792301 0 0 ROBERT I GROSSMAN MD EX-OFFICIO, DEAN & CEO 0 2607867 0 2000000 0 845714 0 1898597 0 5656 0 7357834 0 675469 JOHN E SEXTON EX-OFFICIO (THROUGH: 12/31/15) 0 605663 0 0 0 10269035 0 26500 0 102754 0 11003952 0 431500 ANDREW W BROTMAN MD SVP/VICE DEAN CHIEF CLINICAL OFFCR 0 1281441 0 1200000 0 13611 0 24292 0 0 0 2519344 0 0 MICHAEL T BURKE SVP/VICE DEAN, CFO 0 1025881 0 900000 0 5979 0 24292 0 5656 0 1961808 0 0 ANNETTE JOHNSON JD SVP/VICE DEAN, GENERAL COUNSEL 0 731654 0 800000 0 22668 0 24292 0 4906 0 1583520 0 0 GRACE KO SVP, DEVELOPMENT & ALUMNI AFFAIRS 0 525598 0 500000 0 701 0 20564 0 4108 0 1050971 0 0 JOSEPH LHOTA SVP/VICE DEAN, CHIEF OF STAFF 0 1003934 0 600000 0 10137 0 24292 0 6472 0 1644835 0 0 VICKI MATCH SUNA AIA SVP/VICE DEAN, REAL ESTATE 0 690490 0 800000 0 6687 0 24292 0 5847 0 1527316 0 0 NADER MHERABI SVP/VICE DEAN, CIO 0 695557 0 800000 0 17312 0 19433 0 4606 0 1536908 0 0 NANCY SANCHEZ SVP/VICE DEAN, HR AND ODL 0 620463 0 800000 0 4843 0 24292 0 2960 0 1452558 0 0 RICHARD DONOGHUE SVP, STRTGC PLNG & BUS DEV 0 737796 0 700000 0 22753 0 19433 0 5223 0 1485205 0 0 PART I, LINE 4B DR. GROSSMAN, DEAN OF THE NYU SCHOOL OF MEDICINE AND CHIEF EXECUTIVE OFFICER OF NYU HOSPITALS CENTER, PARTICIPATED IN A SUPPLEMENTAL NON-QUALIFIED RETIREMENT PLAN ("SERP") DURING CALENDAR YEAR 2015. THE EMPLOYER CONTRIBUTION TO THIS PLAN WAS $1,871,305 FOR CALENDAR YEAR 2015. THIS AMOUNT IS REPORTED AS A SHARED COST BETWEEN NYU HOSPITALS CENTER AND THE NYU SCHOOL OF MEDICINE. THE SUPPLEMENTAL NON-QUALIFIED RETIREMENT PLAN CONTRIBUTIONS WERE MADE PURSUANT TO A NEGOTIATED AGREEMENT WITH DR. GROSSMAN. JOHN SEXTON DID NOT RECEIVE A $11,003,952 PAYMENT FROM NEW YORK UNIVERSITY IN 2015. ACTUAL COMPENSATION DIRECTLY TO DR. SEXTON IN 2015 WAS $3,466,352, COMPRISED OF: 1) BASE COMPENSATION OF $605,663; 2) BENEFITS AND DEFERRED COMPENSATION TOTALING $313,089; AND 3) A PREVIOUSLY DISCLOSED "LENGTH OF SERVICE BONUS" OF $2,547,600 (EQUAL TO $77,200 FOR EACH OF THE 33 FULL ACADEMIC YEARS WORKED AT NYU). THE BALANCE OF THE AMOUNT SHOWN ON SCHEDULE J ($7,537,600) REPRESENTS THE PRESENT-DAY VALUATION OF FUTURE RETIREMENT BENEFITS OWED TO DR. SEXTON, WHICH VESTED ON JANUARY 15, 2015. BY LAW, THE PRESENT-DAY VALUATION OF THOSE BENEFITS IS REQUIRED TO BE REPORTED AS TAXABLE INCOME WHEN THE BENEFITS VEST, EVEN THOUGH THE ACTUAL RETIREMENT PAYMENTS TO DR. SEXTON WILL BE MADE ANNUALLY. $4,070,304 OF THIS PRESENT-DAY VALUATION WAS PAID TO THE IRS IN WITHHOLDING TAXES AND WILL BE DEDUCTED FROM FUTURE BENEFITS PAYMENTS DUE TO DR. SEXTON UNDER HIS CONTRACT. FUTURE BENEFITS PAYMENTS TO DR. SEXTON UNDER HIS CONTRACT WILL ALSO BE REDUCED BY RETIREMENT BENEFITS OTHERWISE PROVIDED BY THE UNIVERSITY (E.G., DISTRIBUTIONS FROM THE 403(B) PLAN AVAILABLE TO FACULTY). FORM 990, SCHEDULE J, PART II, COL. (F) DR. GROSSMAN'S OTHER REPORTABLE COMPENSATION (COL. (B)(III)) INCLUDES A SERP DISTRIBUTION PAYMENT OF $585,147 DURING CALENDAR YEAR 2015. THIS AMOUNT INCLUDES THE SERP CONTRIBUTION OF $675,469 THAT WAS REPORTED ON A PRIOR FORM 990 AS DEFERRED COMPENSATION, AND THE EARNINGS THEREON. THESE AMOUNTS ARE REPORTED AS A SHARED COST BETWEEN NYU HOSPITALS CENTER AND NYU SCHOOL OF MEDICINE. FORM 990, PART VI, SECTION A, LINE 2 LORI FINK, TRUSTEE & LAURENCE D. FINK, CO-CHAIR, HAVE A FAMILY RELATIONSHIP. THOMAS S. MURPHY & THOMAS S. MURPHY JR., TRUSTEES, HAVE A FAMILY RELATIONSHIP. RONALD O. PERELMAN & DEBRA PERELMAN, TRUSTEES, HAVE A FAMILY RELATIONSHIP. ISAAC PERLMUTTER & LAURA PERLMUTTER, TRUSTEES, HAVE A FAMILY RELATIONSHIP. ALICE M. TISCH & THOMAS J. TISCH, TRUSTEES, HAVE A FAMILY RELATIONSHIP. BARRY SCHWARTZ, RONALD O. PERELMAN, & DEBRA PERELMAN, TRUSTEES, HAVE A BUSINESS RELATIONSHIP. FORM 990, PART VI, SECTION A, LINE 4 ANALYSIS OF CHANGES TO NYU LANGONE HEALTH SYSTEM'S BYLAWS AS OF JANUARY 1, 2016: ARTICLE I SECTION 1.01 - THE NAME OF THE CORPORATION WAS CHANGED TO NYU LANGONE HEALTH SYSTEM FROM NYULMC SYSTEM, INC. SECTION 1.02 - ADDED THE FOLLOWING LANGUAGE TO THE CORPORATE PURPOSES: IN FURTHERANCE OF THESES PURPOSES, THE SYSTEM WILL OPERATE AN INTEGRATED HEALTH CARE DELIVERY SYSTEM AFFILIATED WITH NYU LANGONE MEDICAL CENTER AND ITS AFFILIATED ENTITIES THAT ARE EXEMPT FROM FEDERAL INCOME TAX UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (COLLECTIVELY, THE "SYSTEM AFFILIATES"). ARTICLE II SECTION 2.03(I) ADDED THE FOLLOWING LANGUAGE TO THE MEMBER'S POWER TO APPROVE TRANSACTIONS HAVING A VALUE OF $25,000,000 OR MORE: FINAL APPROVAL OF HOSPITAL DEBT NECESSARY TO FINANCE THE COST OF COMPLIANCE WITH OPERATIONAL OR PHYSICAL PLANT STANDARDS REQUIRED BY LAW, OR TO IMPLEMENT CERTIFICATE OF NEED APPLICATIONS, SHALL REMAIN WITH NYU HOSPITALS CENTER ("NYUHC") THE HOSPITAL OF WHICH THE SYSTEM IS THE MEMBER. ADDED SECTION 2.03(K) WHICH PROVIDES THE MEMBER WITH THE POWER TO APPROVE ANY MATTER RESERVED TO THE MEMBER OF A NOT-FOR-PROFIT CORPORATION UNDER THE NEW YORK NOT-FOR-PROFIT CORPORATION LAW ("NPCL"). SECTION 2.03 CLARIFIED THAT IF THE SYSTEM EXERCISES ANY RIGHTS OF THE SYSTEM AS SOLE MEMBER OF NYUHC, SUCH ACTION MUST BE APPROVED BY THE UNIVERSITY IN ORDER TO BE EFFECTIVE, EXCEPT TO THE EXTENT SUCH RIGHTS ARE PROHIBITED TO A SO-CALLED "PASSIVE" PARENT UNDER THE NEW YORK PUBLIC HEALTH LAW. ARTICLE III SECTION 3.02 ADDED THE POSITION OF EX-OFFICIO TRUSTEES, INCREASED THE MAXIMUM NUMBER OF TRUSTEES TO SIXTY AS OF JANUARY 1, 2015 AND REDUCED IT TO FIFTY-FIVE AS OF JANUARY 1, 2016. ADDITIONALLY, THREE CLASSES OF TRUSTEES WERE ESTABLISHED WITH THE NUMBER OF TRUSTEES IN EACH CLASS BEING AS NEARLY EQUAL IN NUMBER AS POSSIBLE. SECTION 3.03 ADDED A NEW SECTION FOR EX-OFFICIO TRUSTEES WHICH STATES: THE CHIEF EXECUTIVE OFFICER OF THE SYSTEM (THE "CEO") AND EACH OF THE PRESIDENT, THE EXECUTIVE VICE PRESIDENT FOR HEALTH AND THE CHIEF FINANCIAL OFFICER OF THE UNIVERSITY SHALL BE EX-OFFICIO TRUSTEES. EX-OFFICIO TRUSTEES SHALL BE ENTITLED TO VOTE AND SHALL BE COUNTED FOR PURPOSES OF DETERMINING WHETHER A QUORUM IS PRESENT. FORMER SECTIONS 3.03 - 3.06 BEEN RENUMBERED AS SECTIONS 3.04 - 3.07 ARTICLE VI SECTION 6.01 SPECIFIED THAT EACH COMMITTEE, AND SUBCOMMITTEE WHERE PERMITTED, WILL CONSIST OF THREE OR MORE TRUSTEES AND, EXCEPT FOR THE AUDIT AND COMPLIANCE COMMITTEE, MAY INCLUDE OTHER PERSONS. ADDED SECTION 6.02 ON CURRENT COMMITTEES WHICH STATES: THE COMMITTEES SHALL HAVE SUCH POWERS, DUTIES AND RESPONSIBILITIES AS MAY BE PRESCRIBED BY THE BY-LAWS AND BY CHARTERS APPROVED BY THE BOARD FROM TIME TO TIME. THE COMMITTEES OF THE BOARD OF TRUSTEES ARE AS FOLLOWS: (A) OPERATING COMMITTEE; (B) AUDIT AND COMPLIANCE COMMITTEE; (C) FINANCE COMMITTEE; AND (D) GOVERNANCE AND NOMINATIONS COMMITTEE. ADDED SECTION 6.03 ON ELECTION AND REMOVAL OF COMMITTEE MEMBERS, CHAIRS AND VICE CHAIRS WHICH STATES: EXCEPT AS PROVIDED IN THESE BY-LAWS OR AS OTHERWISE DIRECTED BY THE BOARD, THE CHAIR WILL DETERMINE THE SIZE OF EACH COMMITTEE AND, AFTER CONSULTING WITH THE COMMITTEE ON GOVERNANCE AND NOMINATIONS, RECOMMEND TO THE BOARD THE MEMBERSHIP AND THE CHAIR OR CO-CHAIRS AND VICE CHAIR(S) FOR EACH COMMITTEE, FOR ELECTION BY THE BOARD AT ITS ANNUAL MEETING OR THE MEETING IMMEDIATELY FOLLOWING THE ANNUAL MEETING. EACH COMMITTEE MEMBER WILL SERVE UNTIL NEW COMMITTEE MEMBERS ARE ELECTED AT THE BOARD'S NEXT ANNUAL MEETING OR THE MEETING FOLLOWING THE ANNUAL MEETING AND UNTIL HIS/HER SUCCESSOR IS ELECTED AND QUALIFIED OR UNTIL SUCH COMMITTEE MEMBER'S SOONER DEATH, INCAPACITY, DISQUALIFICATION, RESIGNATION OR REMOVAL. ANY COMMITTEE MEMBER, CHAIR OR VICE-CHAIR, OR SUBCOMMITTEE MEMBER, CHAIR OR VICE CHAIR WHERE PERMITTED, MAY BE REMOVED WITH OR WITHOUT CAUSE AT ANY TIME BY A MAJORITY OF THE TRUSTEES PRESENT AT ANY MEETING AT WHICH THERE IS A QUORUM. COMMITTEE MEMBERS, CHAIRS AND VICE CHAIRS MAY BE ADDED TO COMMITTEES AT ANY TIME BY THE BOARD ON THE RECOMMENDATION OF THE BOARD CHAIR, BUT THEIR TERMS WILL EXPIRE WHEN NEW COMMITTEE MEMBERS ARE ELECTED AT THE BOARD'S NEXT ANNUAL MEETING OR THE MEETING FOLLOWING THE ANNUAL MEETING AND UNTIL HIS/HER SUCCESSOR IS ELECTED AND QUALIFIED OR UNTIL SUCH COMMITTEE MEMBER'S SOONER DEATH, INCAPACITY, DISQUALIFICATION, RESIGNATION OR REMOVAL. COMMITTEE MEMBERS SHALL BE ELIGIBLE FOR RE-ELECTION AT THE EXPIRATION OF THEIR TERMS. ADDED SECTION 6.04 - OPERATING COMMITTEE - WHICH STATES: THE OPERATING COMMITTEE SHALL CONSIST OF NO MORE THAN THIRTY (30) TRUSTEES AND SHALL INCLUDE AS EX-OFFICIO MEMBERS, THE BOARD CHAIR, THE CO-CHAIR, THE CEO, THE UNIVERSITY'S PRESIDENT AND EXECUTIVE VICE PRESIDENT FOR HEALTH, THE CHAIRS OF THE FINANCE, AUDIT AND COMPLIANCE AND GOVERNANCE AND NOMINATIONS COMMITTEES AND SUCH OTHER TRUSTEES APPOINTED BY THE BOARD. THE CHAIR OF THE BOARD SHALL BE THE CHAIR OF THE OPERATING COMMITTEE. THE OPERATING COMMITTEE SHALL HAVE ALL THE POWERS AND AUTHORITY OF THE BOARD, INCLUDING ITS COMMITTEES, UNLESS PROHIBITED BY LAW OR THE BOARD AND SUBJECT TO THE POWERS OF THE UNIVERSITY PURSUANT TO SECTION 2.03. ADDED SECTION 6.05 - AUDIT AND COMPLIANCE COMMITTEE - WHICH STATES: THE AUDIT AND COMPLIANCE COMMITTEE, WHICH SHALL CONSIST OF INDEPENDENT TRUSTEES (AS DEFINED IN THE NPCL), SHALL OVERSEE THE ACCOUNTING AND FINANCIAL REPORTING PROCESSES AND AUDITS OF THE SYSTEM AND NYUHC, OVERSEE IMPLEMENTATION AND ADMINISTRATION OF THE SYSTEM'S POLICIES ON CONFLICTS OF INTEREST AND WHISTLEBLOWER PROTECTION; AND REVIEW AND MAKE DETERMINATION ON ALL TRUSTEE CONFLICTS OF INTEREST AND RELATED PARTY TRANSACTION (AS DEFINED IN THE NPCL). ADDED SECTION 6.05 - FINANCE COMMITTEE - WHICH STATES: THE FINANCE COMMITTEE SHALL OVERSEE ALL MATTERS RELATING TO THE SYSTEM'S FINANCES, ASSETS, ISSUANCE OF DEBT, INVESTMENTS AND INSURANCE, INCLUDING REVIEWING THE SYSTEM'S ANNUAL OPERATING AND CAPITAL BUDGETS AND SUBMITTING THEM WITH RECOMMENDATIONS TO THE BOARD OF TRUSTEES FOR CONSIDERATION AND ADOPTION. ADDED SECTION 6.06 - GOVERNANCE AND NOMINATIONS COMMITTEE - WHICH STATES: THE GOVERNANCE AND NOMINATIONS COMMITTEE SHALL RECOMMEND CANDIDATES FOR APPOINTMENTS TO THE BOARD, ADVISE ON APPOINTMENTS TO BOARD COMMITTEES AND OVERSEE A PROCESS FOR BOARD SELF-EVALUATION. FORMER SECTIONS 6.02 - 6.06 HAVE BEEN RENUMBERED AS SECTION 6.07 - 6.11. FORM 990, PART VI, SECTION A, LINE 6 DESCRIPTION OF CLASSES OF MEMBERS OR STOCKHOLDERS: THE SOLE MEMBER OF NYU LANGONE HEALTH SYSTEM IS NEW YORK UNIVERSITY. FORM 990, PART VI, SECTION A, LINE 7A DESCRIPTION OF CLASSES OF PERSONS AND THE NATURE OF THEIR RIGHTS: WITH RESPECT TO THE ELECTION OF THE BOARD OF TRUSTEES OF NYU LANGONE HEALTH SYSTEM, NEW YORK UNIVERSITY (THE "MEMBER"), AS THE SOLE MEMBER HAS THE POWER AND AUTHORITY: 1. TO ELECT THE TRUSTEES; 2. REMOVE A TRUSTEE; AND 3. FILL ANY VACANCIES IN THE BOARD. FORM 990, PART VI, SECTION A, LINE 7B DESCRIPTION OF CLASSES OF PERSONS, DECISIONS REQUIRING APPROVAL AND THE TYPE OF VOTING RIGHTS: WITH RESPECT TO THE DECISIONS OF THE BOARD OF TRUSTEES OF NYU LANGONE HEALTH SYSTEM, NEW YORK UNIVERSITY (THE "MEMBER") AS THE SOLE MEMBER, HAS THE POWER AND AUTHORITY TO: 1. AMEND OR REPEAL THE BY-LAWS OR ADOPT NEW BY-LAWS; 2. APPROVE THE SYSTEM'S MERGER OR CONSOLIDATION WITH ANOTHER ENTITY; 3. APPROVE THE SALE, LEASE, EXCHANGE, OR OTHER DISPOSITION OF ALL, OR SUBSTANTIALLY ALL, THE ASSETS OF THE SYSTEM; 4. REVIEW THE VISION, MISSION, AND STRATEGIC AND FINANCIAL PLANS OF THE SYSTEM; 5. REVIEW THE SYSTEM'S ANNUAL OPERATING AND CAPITAL BUDGETS; 6. APPROVING ANY TRANSACTION THAT DIRECTLY, OR ON A CONSOLIDATED BASIS, HAS A VALUE OF $25,000,000 OR MORE PROVIDED, THAT FINAL APPROVAL OF HOSPITAL DEBT NECESSARY TO FINANCE THE COST OF COMPLIANCE WITH OPERATIONAL OR PHYSICAL PLANT STANDARDS REQUIRED BY LAW, OR TO IMPLEMENT CERTIFICATE OF NEED APPLICATIONS, SHALL REMAIN WITH NYU HOSPITALS CENTER ("NYUHC"), THE HOSPITAL OF WHICH THE SYSTEM IS THE MEMBER; 7. APPROVING THE CREATION, ACQUISITION AND/OR DISSOLUTION OF AN ENTITY IN WHICH THE SYSTEM IS PROPOSED TO BE, OR IS, THE CONTROLLING MEMBER; AND 8. APPROVING ANY MATTER RESERVED TO THE MEMBER OF A NOT-FOR-PROFIR CORPORATION UNDER THE NEW YORK NOT-FOR-PROFIT CORPORATION LAW ("NPCL"), PROVIDED FURTHER, THAT IF THE SYSTEM EXERCISES ANY RIGHTS OF THE SYSTEM AS SOLE MEMBER OF NYUHC, SUCH ACTION MUST BE APPROVED BY THE UNIVERSITY IN ORDER TO BE EFFECTIVE, EXCEPT TO THE EXTENT SUCH RIGHTS ARE PROHIBITED TO A SO-CALLED "PASSIVE" PARENT UNDER THE NEW YORK PUBLIC HEALTH LAW. FORM 990, PART VI, SECTION B, LINE 11 DESCRIPTION OF THE PROCESS USED BY MANAGEMENT AND/OR GOVERNING BODY TO REVIEW THE FORM 990: 1. THE FINANCE DEPARTMENT DRAFTS THE FORM 990 AND THE ACCOMPANYING SCHEDULES BASED ON THE FISCAL YEAR'S FINANCIAL ACTIVITY. 2. THE DRAFT IS REVIEWED BY THE VICE PRESIDENT OF FINANCE AND CHIEF FINANCIAL OFFICER FOR COMPLETENESS AND ACCURACY. THIS IS AN ITERATIVE PROCESS WHICH MAY INVOLVE MORE THAN ONE REVIEW. 3. THE REVIEWED DRAFT IS PRESENTED TO THE BOARD OF TRUSTEES' AUDIT COMMITTEE, AS WELL AS CERTAIN OTHER OFFICERS FOR REVIEW. 4. ONCE APPROVED BY THE AUDIT COMMITTEE, THE FORM 990 IS MADE AVAILABLE TO THE FULL BOARD AND THEN IT IS FORWARDED TO THE IRS. FORM 990, PART VI, SECTION B, LINE 12C NYU LANGONE HEALTH SYSTEM HAS ADOPTED A CONFLICTS OF INTEREST POLICY THAT IS APPLICABLE TO ALL TRUSTEES, OFFICERS, AND EMPLOYEES OF THE ORGANIZATION. FURTHERMORE, ALL TRUSTEES, OFFICERS, AND EMPLOYEES OF THE CORPORATION ARE SUBJECT TO THE CONFLICT OF INTEREST POLICY OF NYU LANGONE MEDICAL CENTER. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION'S GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY ARE AVAILABLE TO THE PUBLIC UPON REQUEST. THE NYU LANGONE HEALTH SYSTEM OFFICE OF GENERAL COUNSEL MAINTAINS COPIES OF THE GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICIES. WHILE THE CONSOLIDATED FINANCIAL STATEMENTS OF NEW YORK UNIVERSITY ARE AVAILABLE AT WWW.NYU.EDU, THERE ARE NO SEPARATE AUDITED FINANCIAL STATEMENTS FOR THIS ENTITY. A COPY OF THE GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICIES MAY BE OBTAINED BY CONTACTING: NYU LANGONE HEALTH SYSTEM OFFICE OF THE GENERAL COUNSEL 550 FIRST AVENUE NEW YORK, NEW YORK 10016 TELEPHONE NUMBER: (212) 263-7300 NEW YORK UNIVERSITY 726 BROADWAY NEW YORK NY 10003 135562308 UNIVERSITY NY 501(C)(3) LINE 2 N/A 0 NYU HOSPITALS CENTER 550 FIRST AVENUE NEW YORK NY 10016 133971298 HOSPITAL NY 501(C)(3) LINE 3 NYU LANGONE HEALTH SYSTEM 1 34TH STREET CANCER CENTER INC C/O NYUHC 550 FIRST AVENUE NEW YORK NY 10016 300262470 CANCER CARE NY 501(C)(3) LINE 11C, III-FI NYU HOSPITALS CENTER 1 HAROLD ACTON TRUST 726 BROADWAY 9TH FLOOR NEW YORK NY 10003 137050560 SUPPORT OF NYU'S CAMPUS IN FLORENCE, ITALY NY 501(C)(3) LINE 11A, I NEW YORK UNIVERSITY 1 HORTENSE ACTON TRUST 70 WASHINGTON SQ S NEW YORK NY 10013 367110976 SUPPORT OF NYU'S CAMPUS IN FLORENCE, ITALY NY 501(C)(3) PF NEW YORK UNIVERSITY 1 INSTITUTE OF FINE ARTS FOUNDATION 1 EAST 78TH STREET NEW YORK NY 10021 237184242 SUPP NYU'S INSTITUTE OF FINE ARTS NY 501(C)(3) LINE 11A, I NEW YORK UNIVERSITY 1 NATIONAL CENTER ON PHILANTHROPY AND THE LAW 110 WEST 3RD ST 2ND FL NEW YORK NY 10012 133954405 STUDY,RESEARCH, EDUCATION ON PHILANTHROPY & THE LAW NY 501(C)(3) LINE 11A, I NEW YORK UNIVERSITY 1 NEW YORK UNIVERSITY IN ABU DHABI CORP 70 WASHINGTON SQ S NEW YORK NY 10013 262652713 SUPPORT NYU COLLEGE IN ABU DHABI NY 501(C)(3) LINE 2 NEW YORK UNIVERSITY 1 NEW YORK UNIV SCHOOL OF BUSINESS FDN 44 WEST 4TH ST STE 11-160 NEW YORK NY 10012 134168015 SUPPORTS NYU'S L.N. STERN SCHOOL OF BUSINESS NY 501(C)(3) LINE 11A, I NEW YORK UNIVERSITY 1 NYU IMAGING INC 545 FIRST AVENUE NEW YORK NY 10016 134000622 SUPPORT NYU SCHOOL OF MEDICINE NY 501(C)(3) LINE 11A, I NEW YORK UNIVERSITY 1 NYU REAL ESTATE CORPORATION 70 WASHINGTON SQ S 11TH NEW YORK NY 10013 134141728 OWNS REAL PROPERTY NY 501(C)(25) NEW YORK UNIVERSITY 1 NYU SCHOOL OF LAW FOUNDATION 161 AVE OF THE AMERICAS 504 NEW YORK NY 10013 136161036 SUPPORT NYU'S SCHOOL OF LAW NY 501(C)(3) LINE 11A, I NEW YORK UNIVERSITY 1 NYU SCHOOL OF LAW HOUSING ASSISTANCE CO 161 AVE OF THE AMERICAS 504 NEW YORK NY 10013 134043221 SUPPORT NYU'S SCHOOL OF LAW NY 501(C)(3) LINE 11A, I NYU'S SCHOOL OF LAW FOUNDATION 1 NYU SCHOOL OF LAW RECRUITMENT ASSIST CO 161 AVE OF THE AMERICAS 504 NEW YORK NY 10013 134043182 SUPPORT NYU'S SCHOOL OF LAW NY 501(C)(3) LINE 11A, I NYU'S SCHOOL OF LAW FOUNDATION 1 NYU SCHOOL OF LAW RETENTION ASSIST CORP 161 AVE OF THE AMERICAS 504 NEW YORK NY 10013 134047911 SUPPORT NYU'S SCHOOL OF LAW NY 501(C)(3) LINE 11A, I NYU'S SCHOOL OF LAW FOUNDATION 1 WASHINGTON SQUARE LEGAL SERVICES INC 161 AVE OF THE AMERICAS 504 NEW YORK NY 10013 237392120 CERTAIN PUBLIC INTEREST ACTIVITIES OF NYU'S SCHOOL OF LAW NY 501(C)(3) LINE 11A, I NEW YORK UNIVERSITY 1 JURODIN FUND PO BOX 6089 NEWARK DE 197146089 136169166 SILVER FUNDS DE 501(C)(3) PF NEW YORK UNIVERSITY 1 NYU LUTHERAN MEDICAL CENTER (MERGED WITH NYUHC 1116) 150 55TH STREET BROOKLYN NY 11220 111839567 HOSPITAL NY 501(C)(3) LINE 3 NYU LANGONE HEALTH SYSTEM 1 LUTHERAN AUGUSTANA CECR INC 5434 2ND AVENUE BROOKLYN NY 11220 112150953 EXTENDED CARE NY 501(C)(3) LINE 9 NYU LANGONE HEALTH SYSTEM 1 OHP PHSP INC 5800 3RD AVENUE BROOKLYN NY 11220 113245559 INSURANCE NY 501(C)(4) NYU HOSPITALS CENTER 1 SHORE HILL HOUSING COMPANY INC 9000 SHORE ROAD BROOKLYN NY 11209 237405105 HOUSING NY 501(C)(3) LINE 9 NYU LANGONE HEALTH SYSTEM 1 HARBOR HILL HOUSING 150 55TH STREET BROOKLYN NY 11220 113152691 HOUSING NY 501(C)(3) LINE 9 NYU LANGONE HEALTH SYSTEM 1 SUNSET BAY COMMUNITY SERVICES 150 55TH STREET BROOKLYN NY 11220 112439925 DAY CARE & SENIOR SERVICES NY 501(C)(3) LINE 7 NYU LANGONE HEALTH SYSTEM 1 COMMUNITY CARE ORGANIZATION 246 55TH STREET ROOM AA4 BROOKLYN NY 11220 113001682 HOME HEALTH NY 501(C)(3) LINE 9 NYU LANGONE HEALTH SYSTEM 1 SUNSET GARDENS HOUSING CORP 150 55TH STREET BROOKLYN NY 11220 203461755 HOUSING NY 501(C)(3) LINE 9 NYU LANGONE HEALTH SYSTEM 1 LMC HEALTH SYSTEM INC (DISSOLVED 83116) 150 55TH STREET BROOKLYN NY 11220 113589771 SUPPORTING ORG. 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PM N/A C 1 LA PIETRA CORPORATION VIA BOLOGNESE 120 FLORENCE IT 50139 HOLDS PROPERTY COMPRISING NYU'S FLORENCE CAMPUS IT N/A C 1 NIU DA ED INFOR CONSULTING CO LTD 3663 ZHONGSHAN RD N SHANGHAI CH 200062 SUPPORT NYU'S PROGRAM IN CHINA CH N/A C 1 SHORE HILL HOUSING ASSOCIATES GP INC 150 55TH STREET BROOKLYN NY 11220 262243695 HOUSING NY N/A C 1 0 0 0 1 1 0 0 0 0 0 0 0 0 0 1 0 1 0 0 NYU HOSPITALS CENTER E 54348616 COST NYU HOSPITALS CENTER D 71054690 COST NYU HOSPITALS CENTER O 102750913 COST NYU HOSPITALS CENTER Q 8640662 COST