Wise Regional Health Foundation

“Significant changes to governing documents: the bylaws were amended in march of 2017. Changes to this document included updating the officer designations and powers, adding details about the foundation director's responsibilities, and various language changes regarding the make up of various committees. Form 990, part vi, section a, line 6 classes of members or stockholders: the sole member of the foundation is decatur hospital authority dba wise health system.”

“Members or stockholders who can elect members of the governing body: directors shall be elected by the member at such time at which it may determine. Additionally, any elected director may be removed, either for or without cause, or a vacancy may be filled by the election of the member at any meeting in which notice has been given.”

“Decisions of governing body subject to approval by members or stockholders: the member must approve the election of the foundation's directors. Additionally, the member may provide some or all of the administrative services necessary to carry out the activities of the foundation through contractual relationships by and between the member and one or more of its subsidiaries; provided, however, that a consultant verifies that compensation arrangement for such services represents fair market value for comparable services in the area.”

“Process to review the form 990: the organization engages an outside accounting firm to prepare form 990. Once prepared, the form is reviewed by the cfo and vp of finance of wise health system prior to filing. The form is then presented to the board of directors after filing with the irs.”

“Process for monitoring compliance with conflict of interest policy: according to its bylaws, the organization is subject to the conflict of interest policy of its sole member, wise health system. Board members are required to disclose and resolve potential conflicts of interest when they occur. If a director or officer is required to disclose a conflict, they will abstain from voting if there is no majority of members with the same interest on the official action. The policy is enforced by wise health system's compliance officer.”

“Availability of documents: the organization's governing documents, conflict of interest policy and financial statements are made available to the public upon request.”

“Delegated broad authority to an executive committee: the executive committee shall be composed of the officers and up to two additional board members, and shall have and may exercise all the authority and powers of the board of governors in the business and affairs of the corporation.”

“Number of employees: wise health foundation has entered into an employee leasing agreement with the related organization, wise health system, to provide a director to administer and oversee its operations. The foundation does not employ any staff directly and does not file forms 941/w-2s. The cost of this leased employee, if any, is included under contracted/purchased services in part ix, line 11g.”