Alice Peck Day Memorial Hospital

“The Executive Committee of the Board consists of all board officers. The committee has the power to transact all regular business of the Corporation during the period between the meetings of the Board, subject to the powers reserved to the Member and any limitations imposed by the Board.”

“The Membership of the corporation shall consist of Dartmouth-Hitchcock health (D-HH) as the sole member.”

“The Member will retain the reserved power to appoint without limitation one-third of the Trustees (which appointees, before final appointment by Member, will be discussed with the Board Chair and other Trustees selected by the Chair for their input). The D-H/D-HH CEO or designee will serve on the Board ex officio, with full voting rights, and will count toward the one-third membership appointed by Member.”

“DARTMOUTH-HITCHCOCK HEALTH (D-HH) IS THE SOLE CORPORATE MEMBER OF Alice Peck Day Memorial Hospital. D-HH HAS SPECIFIC AUTHORITY AND RESERVED POWERS, INCLUDING the power to: * Initiate and/or approve or disapprove all material governance, programmatic and financial decisions of the APD board of trustees; * Appoint without limitation one-third of the APD board of trustee members; * Ratify the two-thirds membership of the APD Board of trustees members which APD board of trustees has the right to nominate; * Remove by a vote of two-thirds any APD trustee; * Approve borrowings and dispositions of material assets; * Approve any key strategic relationships between APD and other organization; * Initiate and approve all operating and capital budgets and strategic plans; * Approve all policies relating to academic and research programs and affiliations; * Allocate the non-donor restricted assets and resources of APD and D-HH as appropriate to serve the overall best interest of the D-HH System; * Except as limited by the affiliation agreements, to appoint, evaluate the performance of, and terminate the APD CEO; * Approve any proposed amendment or repeal of the Articles of Agreement or Bylaws; * Approve the dissolution or liquidation of APD, following such approval by the APD Board of Trustees.”

“Prior to filing, the completed form 990 is made available to the Finance Committee on a secure website. The Chair of the Finance Committee advises the Finance Committee members to review the Form 990 for content and raise any issues with Board Leadership or Management. The Chair of the Finance Committee then advises the Chair of the Board and the full Board that Form 990 is available for their review to enable a detailed and conscientious review by the full Board. All questions and concerns are addressed by the Chief Executive Officer and are incorporated into the Form 990 as deemed appropriate. Management files the final Form 990 with the Internal Revenue Service as required after the above review is concluded.”

“ALICE PECK DAY HOSPITAL IS A MEMBER OF THE Dartmouth Hitchcock Health (D-HH) Compliance Advisory Group which provides oversight for audit and compliance matters related to the D-HH System. D-HH COMPLIANCE AND AUDIT SERVICES REQUIRES ANNUAL DISCLOSURE OF ANY POTENTIAL CONFLICTS OF INTEREST and CONDUCTS AN ANNUAL SURVEY OF ALL OFFICERS, TRUSTEES, AND KEY EMPLOYEES AND PERFORMS OTHER PROCEDURES AS CONSIDERED NECESSARY TO REPORT ON COMPLIANCE WITH THE CONFLICT OF INTEREST POLICY. THE DEPARTMENT THEN REPORTS TO EACH BOARD ANY POTENTIAL CONFLICTS FOR THEIR REVIEW. PER THE POLICY, ANY CONFLICTS OR OTHERWISE PERCEIVED CONFLICTS ARE REQUIRED TO BE ADDRESSED BY THE BOARD OF TRUSTEES ON AN ONGOING BASIS. IN THE EVENT A CONFLICT ARISES, THE INDIVIDUAL MAY BE REMOVED FROM PARTICIPATING IN ANY DECISION-MAKING REGARDING THE IDENTIFIED CONFLICT AND/OR ITS CORRESPONDING TRANSACTIONS. IF THE BOARD OR COMMITTEE HAS REASONABLE CAUSE TO BELIEVE THAT AN INTERESTED PERSON HAS FAILED TO DISCLOSE ACTUAL OR POSSIBLE CONFLICTS OF INTEREST, IT SHALL INFORM SUCH PERSON ON THE BASIS FOR SUCH BELIEF AND AFFORD HIM/HER AN OPPORTUNITY TO EXPLAIN THE ALLEGED FAILURE TO DISCLOSE. IF, AFTER HEARING THE RESPONSE OF THE INTERESTED PERSON AND MAKING SUCH FURTHER INVESTIGATION AS MAY BE WARRANTED IN THE CIRCUMSTANCES, THE BOARD OR COMMITTEE DETERMINES THAT SUCH PERSON HAS, IN FACT, FAILED TO DISCLOSE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, IT SHALL TAKE APPROPRIATE DISCIPLINARY AND CORRECTIVE ACTION.”

“The Human Resources Committee of the Alice Peck Day Memorial Hospital Board of Trustees is responsible for determining the compensation of the Chief Executive Officer/President. The Chief Administrative Officer or her designee provides compensation data of comparable organizations with approximately the same size staff and spending in a location of similar size. The committee determines the appropriate compensation and approves an amount that is then communicated to Human Resources for adjustment. Dartmouth-Hitchcock Health reviews the compensation of the CEO/President in addition to the process described above. A review was last completed in FY24.”

“The CEO/President is responsible for reviewing the performance of senior management staff. The information is brought to the Human Resource Committee of the Board of Trustees along with a recommendation for the salary of each individual. The compensation is determined through a variety of analysis of salary data and performance. Individual salary increases are then based on overall performance, within budgeted increases for the organization. The Human Resources committee approves the base compensation and salary increase amount. A review was last completed in FY24.”

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

“Net Assets Transferred - 791141;”