Grace Cottage Foundation

“The sole member of Grace Cottage Foundation shall be Carlos G. Otis Health Care Center, Inc., a Vermont nonprofit corporation.”

“The Grace Cottage Hospital CEO shall hire an Executive Director, who shall serve as the chief executive officer with the necessary authority and responsibility to manage the Foundation. Upon receiving a nomination from the Board of Directors for a potential Director, the sole member will vote on the approval and appointment of each new Director. Any such action may be taken without a meeting if a written majority vote of consent is received for the nomination. One member of the Board of Trustees of Carlos G. Otis Health Care Center, Inc., shall serve as an Ex Officio Director without the need for further action to be taken and shall serve until his/her successor takes office. The person serving in this position shall not hold office, but shall be entitled to vote, to receive all written notices and information which are provided to the Board of Directors, to attend all Board meetings, to participate in all discussion, and to make motions. The Board of Directors of the Foundation shall consist of up to 15 directors, not less than seven (7) directors; who shall be nominated by current Board members of the Foundation and elected by the sole member, plus the Executive Director ex officio but without power to vote. The sole member may remove any director whenever in its judgment the best interests of the Foundation will be served thereby, including but not limited to failure to attend two consecutive meetings of the Board without excuse from the President. The Treasurer shall monitor Foundation investments to ensure that they are managed in a way that is aligned with the current and anticipated future needs of the Carlos G. Otis Health Care Center. Additionally, an Investment Committee shall be formed, chaired by the Treasurer, and include the Treasurer of the sole member and the Chief Financial Officer of the Carlos G. Otis Health Care Center.”

“The sole member is entitled to vote on all matters on which members are required or permitted to vote, including, but not limited to, the following matters: (a) Authorization for the Foundation to engage in, or enter into, any transaction for the sale, lease, exchange, mortgage, pledge, or other disposition of all or substantially all of its property and/or assets; (b) Adoption of a plan of merger or consolidation of the Foundation with another corporation; (c) Adoption of a plan of dissolution and/or distribution of the assets of the Foundation in connection with such dissolution; or (d) Amendment or restatement of the Articles of Association. Additionally, the Board of Directors may not take any of the following actions without the prior approval of the sole member: (a) Adopt any annual or long-term capital or operating budget of the Foundation; (b) Authorize the Foundation 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 Foundation 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 Foundation 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) Authorize the Foundation 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 of the Foundation; or (f) Organize or acquire, or authorize the organization or acquisition of. any subsidiary or affiliate of the Foundation.”

“A draft of the Form 990 is initially reviewed in detail by the Executive Director. Thereafter, the final draft is provided to the full Board for review prior to filing with the IRS.”

“A copy of the conflict of interest policy is distributed annually to the Board of Directors and each director signs to confirm that they have thoroughly read, understand, and agree to comply with the conflict of interest policy.”

“The Grace Cottage Foundation does not set or determine the compensation of its CEO; the CEO of Otis Health Care and the Executive Director of Grace Cottage Foundation are compensated by a related organization, Carlos G. Otis Health Care Center (OHCC), which uses compensation surveys/studies and approval by the Board or compensation committee to establish their compensation. The CEO's compensation and benefits are reviewed, adjusted and voted on by the full Board of the Hospital annually. The Hospital's Board used external market compensation data to determine the CEO's initial compensation when hired and annually uses such data to compare OHCC's CEO compensation with that of other hospital executives in the Northeast region. The CEO is excused from Board discussion and voting on issues surrounding CEO compensation and benefits.”

“Upon request, Grace Cottage Foundation makes its governing documents, policies and financial statements available to the public.”

“Reportable compensation from related organizations: The Executive Director of Grace Cottage Foundation, Inc., Andrea Seaton, is paid as an employee of Carlos G. Otis Health Care Center for administrative purposes. The Foundation reimburses Carlos G. Otis Health Care Center for payroll and other operating expenses. The related organization compensation reported in Part VII for Douglas DiVello is for Mr. DiVello's services as CEO of the Carlos G. Otis Health Care Center, and not for his role as a Board Member or Officer of Grace Cottage Foundation.”

“Designation of Individual Officers: As the CEO of Carlos G. Otis Health Care Center, Douglas DiVello is deemed to be a Board Member and Officer of the Grace Cottage Foundation, as is prescribed by the Foundation's bylaws and governing documents. The Foundation's Board Treasurer serves as the individual who has ultimate responsibility for managing the Organization's finances. Accordingly, the Foundation's Treasurer is considered the Organization's "Top Financial Officer" in accordance with IRS Form 990 Instructions.”

“Net Change in value, perpetual trusts 324,820. Net Change in value, split interest trusts 19,280. Transfers to affilates -345,641.”

“The Finance and Audit Committee of the Carlos G. Otis Health Care Center, Inc. (OHCC) oversees the audit process for OHCC and the Grace Cottage Foundation, Inc. The audit process for the financial statements did not change from the prior year. Independent accountants performed the audit for both fiscal years.”