Upper Connecticut Valley Hospital Association

“During FY21, the Hospital amended its bylaws and the following significant changes were made: 1. The President of the Hospital is no longer able to call a special meeting of the Board. 2. Regarding a quorum - language was amended to reflect the following: "After a quorum has been established at a meeting of the Corporation Board, the subsequent withdrawal of directors from the meeting so as to reduce the number of directors present to fewer than the number required for a quorum shall not affect the validity of any action taken by the Corporation Board at the meeting or any adjournment thereof to the extent a quorum was present at the time such action was taken." 3. Regarding Committees of the Board - language was amended to reflect that other committees of the Board shall be established only in conjunction with the System Parent. 4. Regarding the Executive Committee - language was amended to include the Hospital President on the Committee.”

“As the Parent Organization, North Country Healthcare (NCH) is the Sole Member of Upper Connecticut Valley Hospital.”

“Members of the Hospital Boards are nominated exclusively by the Hospital, however the election of any such Director must be approved by the Hospital Board and the NCH Board.”

“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. Examples of organizational "Major Matters" include amendments to Bylaws, election of officers, dissolution of a Hospital, merger decisions and hiring/termination of Hospital Presidents. Examples of operational "Major Matters" 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 Form 990 is reviewed by CFO & President of the Hospital. After their review is complete, the Form is shared with the entire Board and Finance Committee prior to filing.”

“Directors, Officers, Highly Compensated Employees are all required to review and sign the Conflict of Interest Document. Annual conflict of interest documents were distributed electronically this year through Corporate Compliance and a copy was shared with BerryDunn.”

“The hospital President compensation and benefit package is reviewed periodically by community board members who govern the non-profit organization as unpaid, independent volunteers. The periodic review includes comparability data, and the deliberation and decision making is substantiated by written minutes.”

“UVCH makes its 990 available upon request.”

“Available upon request.”

“Other Fees: Program service expenses 31,859. Management and general expenses 494,992. Fundraising expenses 0. Total expenses 526,851. Contract Labor: Program service expenses 1,981,083. Management and general expenses 981,103. Fundraising expenses 0. Total expenses 2,962,186.”

“Section 1.263(a)-3(n) Election: Upper Connecticut Valley Hospital 181 Corliss Lane Colebrook, NH 03576 EIN: 02-0276210 Upper Connecticut Valley Hospital is electing to capitalize repair and maintenance costs under Regulation Section 1.263(a)-3(n).”