Holyoke Visiting Nurse Association Inc

“Starting in May of 2021, the roles and control of the Holyoke Visiting Nurse Association's (the "VNA") and the Community Health Foundation of Western Massachusetts' (the "Foundation") Executive Director and the Finance Director positions were outsourced and delegated to the public accounting and financial services firm BerryDunn; Brad Borbidge, CPA, was a Principal with BerryDunn who was assigned to supervise and overview these managerial responsibilities once they were delegated to BerryDunn. During the period covered by this Form 990, Brad Borbidge retired from BerryDunn but continued to perform his role as an outsourced Finance Director for the VNA as an independent consultant. While Brad Borbidge occupied these outsourced roles on behalf of both the Foundation and the VNA, any compensation paid and transactions agreed to pursuant to this engagements were effectuated by the VNA. As per this arrangement, Brad Borbidge maintained control and responsibilities over duties customarily performed by officers or key management personnel. Therefore, in accordance with IRS Instructions, Brad Borbidge has been named as an Officer on this Form 990, Part VII, Section A. The amount of compensation reported as paid to Brad Borbidge on this Form 990, Part VII, Section A is $68,900, which represents the fees paid directly to Borbidge Consulting, his independent consulting practice.”

“The sole member of the Corporation shall be Valley Health Systems, Inc. acting through its Board of Directors. Any membership action or vote required or permitted by law shall be taken by the Board of Directors of the Member.”

“The Member shall be required to approve the appointment of the Executive Director; The Executive Director is subject to the discretionary appointment and removal by the President of the Member. The Executive Director is selected, appointed and subject to removal solely by the President of the Member. In addition, the President of the Member, or his designee, shall be an ex-officio member of the Board of Directors. The Board of Directors of the Member may fill vacancies in the Corporation's Board of Directors. Any office (other than the Executive Director) that becomes vacant may be filled by the Board of Directors of the Member and each such successor shall hold office for the unexpired term or until he or she sooner dies, resigns, is removed or becomes disqualified. Any vacancy in the office of the Executive Director shall be appointed by the President of the Member. A Director may be removed with or without cause by vote of at least two-thirds (2/3) of the Board of Directors of the Member at any regular meeting or at any special meeting called for such purpose. The officers of the Corporation, chosen from among the members of its Board of Directors, shall be a Chair, a Vice Chair, a Treasurer, a Clerk, and such other officers as the Board of Directors of the Member may authorize. The officers shall be elected by the Board of Directors of the Member at the Annual Meeting of the Member. The Nominating Committee shall consist of such Directors as the Chair may designate. The Committee shall make nominations and submit them to the President of the Member for consideration and approval.”

“The Member shall be required to approve the following decisions or actions of the Corporation: (a) Approval of the annual operating and capital budget for the next fiscal year; (b) Selection of the independent public accounting firm engaged to conduct and report upon the annual audit of the Corporation's books of account; (c) Sale, assignment, transfer or exchange of any property, assets and real property, of the Corporation in excess of $10,000; (d) Merger or consolidation with or acquisition of another corporation, organization, or other similar entity; (e) Borrowings or financings in excess of $50,000; (f) Changes in the strategic focus or purpose of the Corporation; (g) Changes in the Articles of Organization or the Bylaws of the Corporation; (h) All other decisions or actions of the Board that the Member determines in its reasonable discretion affect the overall efficiency and effectiveness of the integrated health care delivery system of which the Corporation is a part. In no event shall the Board of Directors take any action that restricts, reduces or eliminates the authority of the Member or the President and CEO of the Member. In all cases of disputed authority or uncertainty as to the meaning of the Bylaws of the Corporation the Board of Directors of the Member shall rule and such ruling shall be sought at the next meeting of the Board. The Finance and Investment Committee shall meet annually with representatives of the Member-approved independent certified public accounting firm to review such firm's audit and recommendations as necessary. The Corporation's bylaws may be altered, amended or repealed in whole or in part only by action of the Member.”

“A copy of the VNA's Form 990 was provided to each voting member of the governing body prior to its filing with the Internal Revenue Service. The Form 990 was prepared with the assistance of an independent public accounting firm and thoroughly reviewed by the Senior Vice President of Finance and CFO and key financial staff of the Hospital prior to distibuting it to the governing body for review.”

“The conflict of interest policy of the Holyoke Visiting Nurse Association (VNA) is monitored and enforced as part of the Valley Health Systems, Inc. System and is reviewed annually by the System's conflict of interest committee. VNA board members and officers complete and sign a conflict of interest questionnaire annually. All signed questionnaires are then submitted to VNA and to Valley Health Systems, Inc. (parent) for review and monitoring.”

“The compensation committee of the Valley Health System, Inc. utilizes a market compensation survey to recommend to the Board the approval of its determination of the appropriate compensation of the Chief Executive Officer. During that process, the Committee also reviews the compensation levels of other senior management and key employees of the System. These individuals are not members of the compensation committee and do not participate in this process. The CEO, as a member of the Board of VHS, does not participate in the approval process of that officer's compensation.”

“Available upon written request.”

“Change in market value of beneficial interest in perpetual trust 65,183.”

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