River Valley Counseling Center Inc.

“Certain officers and directors of river valley counseling center, inc. Are employed by a related tax-exempt organization which has common officers and/or directors. By virtue of this arrangement, certain individuals listed in form 990, part vii have a business relationship with one another.”

“The sole member of the organization is valley health systems, inc.”

“The board of directors at the organization shall consist of no less than five (5) nor more than twelve (12) members. The directors shall be elected by the sole member, valley health systems, inc. In addition, the president of the member, or his/her designee, shall be an ex-officio member of the organization's board of directors. Furthermore, the sole member appoints the center's executive director.”

“Significant decisions of the governing body of river valley counseling center, inc. Are subject to the approval of valley health systems, inc. As specified in the organization's bylaws. Such decisions include: - approval of the annual budgets; - selection of the organization's independent public accounting firm engaged to conduct the annual audit; - sale, assignment, and/or transfer of property in excess of $10,000; - merger or consolidation of the center with another organization or entity; - brorrowings or financing in excess of $50,000; - changes in the strategic focus or mission of the center; - changes in the articles or bylaws of the center; - appointment of the executive director; and - approval of compliance and quality programs.”

“The board reviews and approves the form 990 before it is filed.”

“The conflict of interest policy of river valley counseling center, inc. (rvcc) 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. Rvcc board members and officers complete and sign a conflict of interest questionnaire annually. All signed questionnaires are then submitted to rvcc and to valley health systems, inc. (parent) for review and monitoring. Any member of the board who has a financial, personal, official, or duality of interest in, or conflict or appearing of a conflict with any matter pending before the board of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to the board to voluntarily excuse himself and will vacate his seat and refrain from discussion and voting on said item.”

“The compensation committee of 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.”

“The governing documents, conflict of interest policy, and financial statements of valley health systems and affiliates, which includes supplemental information of the filing entity, are available to the public upon request at the organization's administrative office at 575 beech street, holyoke, ma.”

“Equity transfer -920,983.”

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