Vna Home & Hospice

“On October 4, 2013, Eastern Maine Healthcare Systems (EMHS) became the sole corporate member of the Association. EMHS is the parent company in an integrated health care delivery system that provides a broad range of health care and related services to nine Northern and Eastern Maine counties through subsidiary and affiliated corporations. Effective with the change in control, the Association adopted a September fiscal year-end to coincide with the year-end of EMHS. The transaction will be accounted for as an acquisition in accordance with Accounting Standards Update No. 2010-07, Not-for-Profit Entities: Mergers and Acquisitions, which requires the assets and liabilities of the Association be accounted for at fair value as of the date of acquisition, which was agreed to be effective October 1, 2013. All assets and liabilities under the control of the Association were revalued to fair value as of the acquisition date, resulting in unrestricted net assets of $13,794,504. Prior to October 4, 2013, the Associations sole member was Mercy Health System of Maine, as part of the Catholic Health East Health Care System.”

“There shall be two Members of the Corporation. The Class A Member of the Corporation shall be Mercy Health System of Maine, a Maine nonprofit corporation. The Class B Member of the Corporation shall be Eastern Maine Healthcare Systems, a Maine nonprofit corporation (sometimes referred to in these Bylaws as the Class B Member or EMHS). The Class A Member and the Class B Member are referred to herein collectively as the Members.”

“The sole power and right of the Class A Member shall be to receive such reports from the management and Board of Directors of the Corporation from time to time as the Class A Member may reasonably request. The Class A Member shall have no right to vote on any matter that shall come before the Corporation.”

“All rights of members under the laws of the State of Maine to vote or otherwise take action with respect to the Corporation are reserved exclusively to the Class B Member. The Class B Member shall act on any matters brought to it by the Board of Directors of the Corporation as set forth in this Article II, Article X or otherwise, and shall exercise such other powers as may be conferred on the Class B Member by law, the Articles of Incorporation, or by these Bylaws. The Class B Member (acting independently) and the Corporation (subject to Class B Member board approval) shall have the power and authority to authorize the following actions described as Joint Initiatory Powers. Any exercise of Joint Initiatory Powers shall further the goal of developing and strengthening patient care services within the EMHS System for the benefit of patients within the Corporations service area, and such powers shall be exercised only after reasonable consultation between The Class B Member and the Corporation. Action initiated through the Class B Members exercise of its Joint Initiatory Powers is subject to the right of the Corporation, upon a two-thirds vote of the full Board of Directors, to trigger the formal review function of the EMHS Council of Chairs, as described in the EMHS Bylaws and Council of Chairs committee charter. Action initiated through the Corporations exercise of its Joint Initiatory Powers is subject to the Class B Members board approval or, if authorized through delegation by the Class B Members board, EMHS CEO approval. The Joint Initiatory Powers are as follows: i. Amendments to the Corporations Articles of Incorporation or Bylaws; ii. Change in legal form of organization of the Corporation; iii. Election of the Directors of the Corporation; iv. Action concerning the Corporations operating budget and capital expenditures; v. The Corporations acquisition of assets or assumption of liabilities of a third party; vi. Transfer of 5% or more of the assets of the Corporation; vii. Financing transactions concerning the Corporation; viii. Merger, consolidation, sale, lease, mortgage, pledge or other disposition of all or substantially all assets of the Corporation; ix. Add or revise a health care service of the Corporation; x. Discontinue or close a health care service of the Corporation; xi. Action concerning the Corporations component of EMHS Strategic Plan; xii. Action concerning the Corporations participation in key strategic affiliations with third parties not affiliated with EMHS; and xiii. Dissolution of the Corporation.”

“Director of Finance reviews the 990 prior to the CEO signing it, then it is distributed to Board of Directors.”

“Through annual reveiw by quality manager.”

“Semiannual State Comparative Market Analysis”

“UPON REQUEST”

“All assets and liabilities were revalued to FMV at 10/1/14 acquisition 113,632.”