Visiting Nurse Association and Hospice of Vermont and New Hampshire Inc

“The bylaws were updated to reflect that dartmouth-hitchcock health is the sole member and has the following reserved powers: - to approve or disapprove all material governance, programmatic and financial decisions of the board including without limitation the elimination or addition of any material health/health care services or programs, such programmatic decisions to include, without limitation, decisions impacting the hospice home program - to appoint without limitation, and subject to the composition compliance requirements of vermont home health agency designation, up to one-third of the trustee members of the vnh board of trustees - to ratify (meaning the ability of d-hh to approve or disapprove each trustee condidate nominated and elected by the non d-hh appointed vnh trustees, ("elected trustees") for the vnh board, and upon d-hh approval, the ability of d-hh to install each approved trustee candidate to the vnh board) the elected trustees nominated and elected to the board pursuant to article v, section 2(a) and 4 of these bylaws - to remove any vnh trustee if d-hh determines, in its reasonable good faith discretion, that such removal is in the best interests of the dartmouth-hitchcock health system, following prior consultation with the vnh board chair - to approve of material borrowings and material dispositions of assets by vnh - to approve any strategic relationship(s) between vnh and another organization (defined as the ownership of, or contractual participation in, a network, system, affiliation, joint venture, alliance or similar arrangement) entered into with an organization that is not part of the dartmouth-hitchcock health system - to approve all operating and capital budgets as well as all strategic plans of vnh - to approve all policies relating to academic and research programs and affiliations - to reallocate the assets and resources of vnh as appropriate to serve the overall best interests of the dartmouth-hitchcock health system as long as it does not jeopardize the viability/sustainability and performance of vnh on behalf of its patients; and provided that any such reallocation shall not affect the legacy funds or the community contributions, as such terms are defined herin and in the agreement to affiliate; and provided that no such reallocation of assets and resources shall jeopardize vnh's licenses to provide home health and hospice services in both vermont and new hampshire, its certification to provide long term care in vermont, or its designation in vermont to provide such services; and provided further that the foregoing shall not be exercised so as to effect or require an assignment or transfer of any authority or designation of vnh as prohibited by applicable home health agency regulations - to appoint, evaluate, compensate at a level acceptable to d-hh and/or terminate the vnh president and chief executive officer, following consultation in each instance with the vnh board chair, the vnh board and/or executive committee as provided in article vii herein. The vnh president and chief executive officer shall report jointly to the d-hh president and ceo (or his/her designee)and to the vnh board - to require vnh to participate in dartmouth-hitchcock health system-wide strategies, provider or service networks, prodicts and initiatives, consistent with the dartmouth-hitchcock health system's strategic plan and with the mission of vnh, following consultation with the vnh board - to approve any proposed amendment or repeal of the vnh articles of incorporation or bylaws. In the event of a change in the provisions of the reserved powers granted to d-hh as the sole member of vnh in the bylaws and/or articles of incorporation, such change shall not be incorporated into vnh's bylaws or articles or be binding on d-hh or vnh unless such change(s) is/are approved by way of amendment to vnh's governing documents consistent with and subject to d-hh reserved powers - to approve the dissolution or liquidation of”

“Dartmouth-hitchcock health is the sole member”

“Dartmouth-hithcock health has the power to appoint up to one-third of the trustee members of the vnh board of trustees”

“Dartmouth-hitchcock health, the organization's sole member, has the reserved power to: - remove trustees - reallocate assets and resources - appoint, evaluate, compensate, and/ or terminate the vnh president and chief executive officer - approve the dissolution or liquidation of vnh - require vnh to cease operating the hospice home program based on financial performance”

“The chief financial officer will first review the form 990 in its entirety. The executive committee reviews and approves the process for the form 990 review and appoints a finance committee member as well as another member of the board of trustees to review the form 990. Questions and comments are brought to the attention of the executive committee and are resolved prior to submission of the form 990. A copy of the form 990 is posted on the trustees domain on the vnh website and the board of trustees is given instructions to access and review the form 990 prior to submission.”

“Each year all board members and top management are required to sign a conflict of interest form.”

“The ceos compensation is determined by the board of trustees compensation committee who uses salary market studies and performance to determine the compensation package. All other employees compensation is determined by salary market studies, years of experience in healthcare & home healthcare, and performance by job function.”

“BY REQUEST.”

“Other contract services: program service expenses 3,946,784. Management and general expenses 548,221. Fundraising expenses 0. Total expenses 4,495,005.”