Brattleboro Memorial Hospital

“The sole member of the Hospital shall be Southern Vermont Health Services Corporation, a Vermont not-for-profit corporation.”

“The Board of Directors of the Hospital shall consist of eleven persons elected by Southern Vermont Health Service Corporation (sole member) from among membership of the sole member, plus the President and Medical Staff President ex officio but without the power to vote. Directors shall be elected annually by the sole member to hold office for three years and until their successors have been elected and qualified or until their death or resignation. Elected directors may serve for a maximum of three consecutive three-year terms.”

“The Board of Directors may not take any of the following actions without the prior approval of Southern Vermont Health Service Corporation (sole member): a) Adopt any annual or long-term capital or operating budget of the Hospital; b) Authorize the Hospital to enter into any contract or engage in any transaction which is not provided for in an annual or long-term capital or operating budget of the Hospital approved by the sole member, where the amount involved exceeds an amount as determined from time to time by the sole member; c) Authorize the Hospital to transfer funds or other assets to any other organization or corporation, where the amount involved exceeds an amount as determined from time to time by the sole member; d) Authorized the Hospital to engage in, or enter into, any transaction involving the borrowing of funds, incurring of debt, and/or guaranteeing, pledging, or collateralizing of any of its assets in connection therewith; e) Adopt any new, or any changes to the existing, long-range or master plans or the Hospital; or f) Organize or acquire, or authorize the organization or acquisition of, any subsidiary or affiliate of the Hospital.”

“The role of the Hospital's Finance and Audit Committee includes review of the 990. The Finance and Audit Committee engages the auditors and receives the audit and a complete copy of the Form 990, including all schedules. The Finance and Audit Committee will report to the Board that the 990 review has occurred. The Board accepts The Finance and Audit Committee reports and the 990. All members of the Board will have access to the 990 prior to filing.”

“Each December, Board Members are required to complete a Conflict of Interest Statement. Beginning FY 2010, these statements were reviewed by outside counsel and reported back to the Board of Directors along with recommendations for action.”

“The Executive Compensation Committee (ECC) of the Board of Directors (BOD) engages an outside compensation consultant to review executive compensation policies, procedures and conduct an independent regional and national market survey for senior leadership positions. The ECC sets the CEO's compensation and reviews the CEO's recommendations for other senior leadership compensation. The actions of the ECC are reviewed and approved by the BOD.”

“Financial statements are published on our website. Our governing documents and conflict of interest policies are not made available to the public.”

“Contract Services & Consultant: Program service expenses 7,983,700. Management and general expenses 2,808,438. Fundraising expenses 0. Total expenses 10,792,138. Contract Temp.: Program service expenses 2,417,270. Management and general expenses 850,327. Fundraising expenses 0. Total expenses 3,267,597. Service Contracts: Program service expenses 2,743,319. Management and general expenses 965,022. Fundraising expenses 0. Total expenses 3,708,341.”

“Section 1.263(a)-3(n) Election: Brattleboro Memorial Hospital 17 Belmont Avenue Brattleboro, VT 05301 EIN: 03-0107300 Brattleboro Memorial Hospital is electing to capitalize repair and maintenance costs under Regulation Section 1.263(a)-3(n).”

“Unrealized Gain on Interest Rate Swap -660,086. Change in Interest in SVHSC 96,264.”