Hopehealth Visiting Nurse

“Board of director members keith kelly and barbara cottam are both employed by rbs citizens financial group.”

“The sole member of hopehealth visiting nurse is hopehealth.”

“The organization's board shall consist of seven persons; the chair, secretary and treasurer of the member, serving ex officio with vote, and four at-large directors. The president of the member shall also serve on the board, ex officio, without vote. The at-large directors shall be nominated by the member's corporate governance committee and elected by the member's board of directors at the member's annual meeting.”

“The powers of the member shall be limited to taking action on the activities enumerated below and those activities expressly requiring action of the member pursuant to law, the articles of incorporation or elsewhere in the bylaws. The following actions shall require the approval of the hhpc's board and approval by the member's board of directors: (a) amending the corporation's articles of incorporation or these bylaws; (b) authorizing (1) the merger, affiliation or consolidation of hhvn with any other entity; (2) the sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all of the property and assets of hhvn; or (3) the voluntary dissolution of hhvn, the plan of distribution of assets upon dissolution and revocation of voluntary dissolution proceedings; (c) causing hhvn to commence bankruptcy, receivership or other insolvency proceedings, or assigning for the benefit of creditors all or substantially all of the assets of hhvn; (d) establishing a clinical service line or affiliate of hhpc that is not currently in existence, or changing the service line responsibilities among hhpc and any of the member's other subsidiaries, as such term is defined in the member's bylaws; (e) hiring or firing of hhvn's chief executive officer; (f) entering into any loan agreement or otherwise incurring debt in excess of twenty thousand dollars ($20,000) and entering into a mortgage, pledge or grant of a security interest in property or assets of hhpc in connection with any such indebtedness; and (g) adopting the annual operating and capital budgets of the corporation, including any revisions thereto during the fiscal year.”

“The form 990 is reviewed by management and presented to the audit committee for approval. The form 990 is then distributed to board members prior to filing.”

“At or prior to consideration by the board or a committee of a matter, transaction or arrangement as to which any director, officer, member, employee or volunteer has a potential conflict of interest, the individual having such conflict shall disclose the same to the board/committee, compliance officer if employee or volunteer as the case may be. If it is determined that an actual conflict of interest exists, the individual with such conflict shall not be present during discussion or voting on such matter as relates to the conflict. Approval of any transaction or arrangement that involves a conflict shall involve a consensus of those remaining that the transaction is in the interests of the organization and for its benefit, is fair and reasonable to the organization, and that the organization could not obtain a more advantageous transaction or arrangement with reasonable effort. The board or committee may, if deemed appropriate, appoint a non-interested committee or individual to investigate alternatives to such transaction or arrangement. The board shall, in the case of violation of this policy by any individual take such disciplinary or other corrective action as is necessary to protect the interests of organization. The minutes of the board and committee meetings shall record disclosures and other proceedings described above, including the names of all persons present and participating therein and all determination, made pursuant to such procedures. Annually all conflict of interest disclosure statements will be reviewed at a minimum, by the president/chief executive office and chairman of the board to ensure that such conflicts are reasonable and consistent with general knowledge and understanding.”

“The compensation committee of the board of directors reviews salaries for the ceo and other key members of senior leadership. The process includes periodic procurement of comparability data from external independent sources including the review of form 990 of other organizations. The board of directors review and approve the salary of the ceo and annually approves the budget which includes salaries for the other members of the senior management team. Sullivancotter was retained by the compensation committee (committee) of the board of directors (board) of hopehealth to conduct a competitive assessment of the total compensation program for its top leadership positions. The market data are compiled from reliable and independent surveys. The data were drawn from national published compensation surveys and regional irs form 990 data (if available).”

“Documents and financials are available by request.”

“The audit committee of the board of directors is charged with the responsibility for the selection of the organization's independent auditors, and for the oversight of its financial statements.”