Weeks Medical Center

“On June 30, 2015, Weeks Medical Center, Upper Connecticut Valley Hospital Association, Androscoggin Valley Hospital and Littleton Hospital Association, Inc. (collectively, the "Hospitals") entered into an Affiliation Agreement (the "Affiliation Agreement"), pursuant to which the Hospitals agreed to affiliate under a single common parent upon the closing of the agreement. The Affiliation Agreement resulted in the formation of North Country Healthcare, Inc. ("NCH"), a 501(c)(3) charitable organization. Effective April 1, 2016, the closing of the Affiliation Agreement occurred and NCH became the sole member of each of the Hospitals. In accordance with the Affiliation Agreement, each Hospital's charter and bylaws were amended to effect the establishment of NCH as the sole member and to create a shared governance structure between the Board of Directors of NCH and the Boards of each Hospital. Each Hospital continues to maintain its own Board of Directors (Corporation Board) that is distinct from the NCH Board of Directors. However, the Bylaws of NCH and each Hospital identify certain "Major matters" (divided into organizational and operational matters) that require initiation and/or authorization by a majority of the NCH Board. Members of the Hospital Boards are nominated exclusively by the Hospitals. However, the election of any such director must be approved by both the Hospital Board and the NCH Board. Some examples of other organizational "Major matters" requiring the initiation and/or approval of the NCH Board include amendments to by-laws, election of officers, dissolution of a Hospital, merger decisions and hiring/termination of Hospital Presidents. Examples of operational "Major matters" requiring the initiation and/or approval of the NCH Board include approval of annual capital and operating budgets, adoption of compensation and benefit programs, approval of information technology systems, financial systems and auditors, plus approval of any major changes to clinical services offered. The Chief Executive Officer position at each of the Hospitals has been changed to a President position. As with Board members, each Hospital President must be nominated at the Hospital level and then approved by both the Hospital Board and the NCH Board. This position reports to both the applicable Hospital Board and the Chief Executive Officer of NCH. The Chief Financial Officer of each of the Hospitals will remain an appointed position by the President, but this individual will also report to the President/Chief Financial Officer of NCH.”

“Effective April 1, 2016, North Country Healthcare (NCH) became the Sole Member of Weeks Medical Center.”

“See narrative provided for Form 990, Part VI, line 4.”

“See narrative provided for Form 990, Part VI, line 4.”

“The Form 990 is reviewed by CFO & President of the Hospital. After their review is complete, the Form is shared electronically with the Board Finance Committee prior to filing.”

“The organization requires the Board Members to review and sign a Conflict of Interest Policy annually. The Organization also provides annual 990 questionnaires with several potential conflict situations discussed and distributed to the full Board every year at the time of the audit. Responses are sent directly to the audit firm. Any conflict discovered by the CPA's would be addressed by Hospital Management. Members with a conflict are excused from voting on any items that relate to the conflict identified.”

“The CEO's compensation is determined by the Compensation Committee of the Board, a written employment contract, a state compensation survey and approval of the full Board and Compensation Committee. Other officers have their compensation determined through a state compensation survey, along with approval of the CEO.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”

“Section 1.263(a)-3(n) Election: Weeks Medical Center 173 Middle Street Lancaster, NH 03584 EIN: 02-0222242 Weeks Medical Center is electing to capitalize repair and maintenance costs under Regulation Section 1.263(a)-3(n).”

“Unrealized Gain on Interest Rate Swap 47,148.”