The Kirby Foundation

“Per the organization's by-laws, the corporation shall have one voting member which will be kirby medical center, an illinois not-for-profit corporation. The president of kirby medical center shall be an ex officio member of the kirby foundation board with full voting privileges.”

“Per the by-laws the sole member may elect the board of directors at its annual meeting or a special meeting of the board of directors of kirby medical center.”

“Per the by-laws the board of directors may not take any of the following actions without consent of the sole member. 1) except as provided to the contrary in section 6.2 of article 6 of these by-laws, agree to any contract or engage in any transaction, or make any distribution where the amount involved exceeds twenty-five thousand dollars ($25,000) (or several related payments totaling or exceeding $25,000) or ten percent (10%) of the foundation's approved budget whichever is the greater amount; 2) approve any annual or long-term capital or operating budgets; 3) approve any new, or any changes to, the existing long-term plans of the foundation; or 4) amend or revise the articles of incorporation or the by-laws of the foundation.”

“The form 990 financial information is reviewed by kirby medical center's internal accounting staff for accuracy to the organization's audited financial statements. Other 990 information is reviewed by kirby medical center's cfo and ceo. Copies of the final report are provided to the governing board's audit and compliance committee for their review and to solicit comments.”

“Annually all board members are required to disclose any conflicts and to sign a conflict of interest statement, stating situations of potential conflicts. Generally, the board assesses the conflicts that exist with its members and requests that members with these conflicts be excused from any discussion related to them and are restricted from voting on those issues. Because of the familiarity of board members with one another and the size of the community, the board's self assessment of conflicts can be made with relative ease.”

“Compensation to the organization's employees is paid by kirby medical center, a related organization. The ceo of kirby medical center evaluates the foundation director's compensation annually and uses comparable compensation data in the evaluation process.”

“At this time none of the organization's governing documents nor their financial statements are made available to the general public.”

“The organization does not have its own written whistleblower policy. However, the organization is subject to this written policy that is in place at kirby medical center, a related organization.”

“The process has not changed in the current year.”