Rockingham Visiting Nurse Association and Hospice

“The Bylaws of the Rockingham Visiting Nurse Association and Hospice Bylaws were amended during the fiscal year ending September 30, 2015. Reportable changes are as follows: 1. The following was removed from the Powers and Rights of the Member article: "The Member may take any such action by vote of its Board of Trustees or by or through any person or persons designated by its Board of Trustees to act on its behalf. Any such action may also be taken without a meeting by written communication of a duly authorized representative of the Member acting within the limits of said representative's authority. Any such action by the Member or its duly authorized representative shall be filed with the Secretary of the Corporation." 2. The Number and Composition of the Board was changed from "five (5) persons, including the President of the Member ex-officio, the Treasurer of the Member ex-officio, and three (3) persons elected by the Member" to "from five (5) to seven (7) persons, including the Executive Director of the Corporation ex-officio (with vote), and the Treasurer of the Member ex-officio (with vote), and from three (3) to five (5) persons elected by the Member." Additionally, a clause stating that elected Board members "shall not include employees of the Corporation unless otherwise permitted by law" was added to the article. 3. The sentence "An ex-officio Trustee shall automatically cease to hold office as of the date he/she ceases to hold his/her position as officer of the Member." was added to the article regarding election and tenure of Trustees. 4. The Powers and Responsibilities of the Board Members article was updated to note the exception of powers reserved to the Member by law. 5. The sentence "Each Trustee shall be entitled to one vote and shall be counted in determining the existence of a quorum." was removed from the article regarding Quorum and Voting. 6. An Assistant Treasurer was added to the officer positions enumerated in the bylaws. Additionally, a clause was removed from the same article that read, "no employee of the Corporation may hold the position of Chairman of the Board." 7. The article regarding Election and Tenure of officers was updated to remove the stipulation that officers are nominated by the Member and the tenure of officers was changed to end at the first meeting following the Annual Meeting instead of at the Annual Meeting. 8. The article describing the Treasurer position was changed from, "Treasurer: The Treasurer shall be the Chief Financial Officer of the Corporation. Subject to the control of the Board, he/she shall be in charge of the Corporation's financial affairs, funds, securities and valuable papers and shall keep full and accurate records thereof. He/she shall have such other duties and powers as designated by the Board or President. He/she shall also be in charge of the Corporation's books of account and accounting records and of its account procedures." to "Treasurer/Assistant Treasurer: The Treasurer, who shall be the Treasurer of the Member, shall oversee the Corporation's financial affairs, funds, securities and valuable papers and shall cause full and accurate records to be kept thereof. The Treasurer shall cause the accounts of the Corporation to be audited at least annually by a certified public accountant. The Assistant Treasurer shall oversee the Corporation's books of account and accounting records and its accounting procedures, shall assist the Treasurer as requested, and shall have such other duties and powers as designated by the Board or the President." 9. The stipulation requiring the Secretary to be a resident of New Hampshire was removed. 10. The article regarding amendments to the bylaws was updated to clarify the Member has exclusive rights to amend the bylaws.”

“Exeter Health Resources, Inc., a charitable organization acting through its Board of Trustees, is the sole member of the organization.”

“Exeter Health Resources, Inc. as sole member, elects the majority of the Board of Trustees of Rockingham VNA & Hospice, in addition to one of its officers who serve as ex-officio Trustee.”

“As sole member, Exeter Health Resources, Inc. has certain reserved rights as reflected in the bylaws of the organization.”

“The Form 990 is prepared by an outside tax accountant with information provided by the organization. The Form 990 is reviewed by the organization's Treasurer and then presented to the Board of Trustees before it is filed with the IRS.”

“The Board of Trustees has adopted a Conflict of Interest Policy that requires the disclosure of conflicts of interest either when the interest becomes a matter of possible action by the Board or during an annual disclosure process. Trustees, officers, and key employees, as well as all members of senior management, are part of the annual disclosure process, which is initiated by the issuance of a memorandum and accompanying questionnaire by the President of the Member (i.e., Exeter Health Resources, Inc.). All disclosures are reviewed. Any trustee with a conflict of interest is required to abstain from voting and is not included in a quorum determination on the matter and any officer, key employee, or member of senior management with a conflict does not take part in making and is not present for any decision regarding the matter. The policy is monitored and enforced by both the President and the full Board. A separate organizational policy requires all employees to disclose any conflict of interest in writing upon hire. Thereafter, on an annual basis, all employees and contracted staff must make a full and complete disclosure in writing of any conflict of interest, conflict of commitment, and/or Personal Interest. Employees are otherwise required to make any further written disclosure at the time such conflict arises. This policy is monitored and enforced by the Department of Human Resources, as well as the agency's Executive Director and Compliance Officer. Any conflict of interest is managed under this policy by disclosure, recusal, or divestiture of the interest.”

“The organization's parent (Exeter Health Resources, Inc.) has a formal process for determining total compensation for the Chairman of Rockingham Visiting Nurse Association and Hospice (RVNA&H) and other listed officers that is intended to provide reasonable compensation for achieving the organization's mission, to recognize individual and team performance and to comply with the organization's obligations as a tax-exempt charitable organization. The Executive Committee of the Exeter Health Resources, Inc.'s Board of Trustees conducts an annual review of the compensation of the Chairman of RVNA&H and other listed officers. In doing so, the committee retains a qualified independent compensation consultant to conduct competitive market analysis of the market ranges of base, incentive, and total cash compensation, and to provide advice concerning the reasonableness of the compensation of the Chairman and other listed officers. The Committee utilizes that analysis and other appropriate information in connection with its annual review and makes recommendations to the full Board of Exeter Health Resources, Inc. for adjustment of the Chairman's compensation and the compensation for other listed officers. Information which the Committee may consider can include but is not limited to the performance of an individual and/or that individual's contributions to a team, the performance of the organization in whole and in part, the elements of total compensation and salary history, the organization's compensation targets and comparability data, including the data prepared by the independent consultant and reviewed with the Committee. The Committee incorporates a performance appraisal process in the Chairman's and the other listed officers' compensation review. The Chairman and other listed officers are not present when the committee discusses their respective compensation. In addition, the Committee determines if the threshold requirements for incentive awards are met, consisting of the organization's performance results for quality, operating system excellence and financial performance. The results of the committee's deliberations are presented to the Exeter Health Resources, Inc. Board and include recommendations concerning salary range adjustments and incentive awards and the basis for the committee's decisions/recommendations. The deliberations of the Exeter Health Resources, Inc. Board are conducted in executive session with the independent members of the Board but do include the Chairman only for that period of time in which the Exeter Health Resources, Inc. Board has questions concerning the performance of any listed officer other than the Chairman. The Exeter Health Resources, Inc. Board reviews the Chairman's performance and determines if the adjustments and awards recommended by the committee for the Chairman are in the organization's best interest and for the benefit of the organization and the parent organization. For the other listed officer positions, adjustments and incentive awards are approved upon recommendation of the chairman by the executive committee within the Exeter Health Resources, Inc. board approved parameters and ratified by the Exeter Health Resources, Inc. Board of Trustees. For the Executive Director of Rockingham Visiting Nurse Association and Hospice, compensation is determined by consulting with the organization's parent Human Resources department. Comparison compensation surveys and external benchmarks are used in the process.”

“The documents are available upon request.”

“The audit process has not changed since the prior year.”