Evergreen Behavioral Services

“MaineHealth(EIN: 01-0238552), was the sole corporate member of Evergreen Behavioral Services. MaineHealth Services (EIN: 01-0431680) as the sole member of MaineHealth, has the right to approve significant decisions of the governing body of MaineHealth and its subsidiaries.”

“MaineHealth Services (EIN: 01-0431680) as sole member had the power to elect and remove directors of the Organization in the manner provided in the Organization's bylaws. The member also had the power to approve the appointment and removal of the President and other officers of the Organization.”

“Decisions Subject to Approval of Members The sole member of the Organization has the following powers: 1. To amend and to repeal the Articles of Incorporation or the Bylaws of the Organization and to approve the adoption, amendment or repeal of the Articles of Incorporation or Bylaws of any subsidiary Organization; 2. To elect and remove Directors of the Organization in the manner provided in the Bylaws; 3. To approve the appointment and removal of the President and other Officers of the Organization; 4. To approve all plans of merger, consolidation or dissolution of the Organization or any subsidiary of the Organization, or the sale, mortgage, lease, assignment or transfer of all or substantially all of the assets of the Organization, or of any subsidiary of the Organization, or the purchase or acquisition by the Organization or by any subsidiary of the Organization of an interst in any corporation, partnership, joint venture or other entity, whether newly created or previously existing, which interest, in the case of a for-profit entity, represents Twenty-Five Percent (25%) or more of the voting power thereof or equity interest therein, or in the case of a nonprofit entity, represents Twenty-Five Percent (25%) or more of the voting power thereof, or membership interest therein; To approve the acquisition, sale or encumbrance by the Organization or by any subsidiary of the Corporation of any real estate; 6. To approve the sale, assignment or transfer by the Organization or by any subsidiary of the Organization of an equity interest or membership interest in any subsidiary of the Organization, or of any subsidiary of the Organization; 7. To approve annual capital and operating budgets of the Organization; 8. To approve all indebtedness for borrowed money and capital leases of the Organization; and 9. To appoint the Organization's auditors.”

“Organization's Process to Review Form 990 The Organization reviewed key components of the Form 990 with the parent company Board of Trustees prior to filing the tax return in the form of a presentation and Q&A session to address any questions or concerns.”

“On an annual basis board members and officers were required to submit a conflict of interest statement which was then reviewed by the compliance committee. The compliance committee was responsible for regularly and consistently monitoring and enforcing compliance with the conflict of interest policy.”

“Compensation Process for Top Official The process followed for determining compensation of the CEO compensated by this or other related organization was a formal process performed annually by the Executive Committee of the Board of Directors. A related organization used an outside firm, Sullivan Cotter, to perform an independent benchmark analysis for the CEO of Evergreen Behavioral Services, along with other executives in the MaineHealth Services system. The firm met with the Executive Committee to review each executive's benchmark report. The Committee then deliberated on MaineHealth Services' written salary and incentive plan philosophy before making a final decision. All decisions and meetings were captured in minutes and there were appropriate approvals at all levels. Compensation Process for Officers- The member was responsible for an annual evaluation of the President/CEO and the other key administrative employees of the organization. Compensation was evaluated by the Executive Committee appointed by the member, and the organization's Board of Trustees were required approve the compensation. In addition, the organization utilized the services of an independent compensation consulting firm and industry survey.”

“Form 990, Part VI, Line 19 - Governing Documents Disclosure Explanation. Governing documents, conflict of interest policy and financial statements are available to the public upon request.”

“MaineHealth (EIN 01-0238552), acting on behalf of the MaineHealth System filed 1,687 Form 1099s for the calendar year 2019.”

“MaineHealth (EIN 01-0238552), acting on behalf of the MaineHealth System filed Form W-3, reporting 22,661 employees for the calendar year 2019.”

“Equity transfer to affiliates -171,031.”

“On July 15, 2020, Evergreen Behavioral Services was dissolved and all unrestricted net assets were transferred to MaineHealth (EIN 01-0238552). See Schedule N for more details.”