Cvph Foundation Inc.

“The organization updated its bylaws to remove the section discussing voting by proxy, as the sole member of the organization is champlain valley physicians hospital. The updated bylaws clarify that when utilizing voting by email, the organization must have 100% participation and consensus. In addition, differences in committees were identified. The only committee of the board is the executive committee, and community members can serve on the committees of the corporation. Lastly, the bylaws were updated to reflect the change in the liaison for the champlain valley physicians hospital board is now a member of the executive committee.”

“Champlain valley physicians hospital medical center is the sole voting member of the organization.”

“Cvph foundation shall elect the directors to hold office annually, each director shall hold office until the expiration of the term and until a successor has been elected and shall have qualified or until the director's prior resignation or removal.”

“The foundation provides an electronic copy of form 990 to each board member prior to the form being filed.”

“The conflict of interest policy is applicable to members of the governing body, officers, and key employees. The orgainization requires that each board member will avoid conflict of interest and will not use his or her membership on the board to profit his or her own interests. If any action of the board might present a real or perceived conflict of interest, the board member will explain the reasons, and not vote or participate in discussion of the matter. This conflict should ideally be communicated to the president or announce to the full board if the issue arises unexpectedly. Each board member will be asked annually to sign an acknowledgement of the conflict of interest responsibility form.”

“Cvph medical center has a formal process that is used to determine the compensation of the ceo on an annual basis. This process included a compensation committee of the board of trustees engaging an independent consultant, performance of a compensation study or survey, review, or other organizations 990 and approval by the board or compensation committee. A written employment agreement is established setting forth the compensation and benefits of the ceo. Cvph pays non-fixed earnings based on the success in meeting performance criteria that are prospectively agreed upon as goals for the ceo. The same formal process is used to determine the base compensation of the other officers. Non-fixed earnings of other officers are based on the success in meeting performance criteria and comparative market data. In addition to the tools and processes identified in schedule j, part i, champlain valley physicians hospital receives guidance regarding its president's compensation from the compensation committee of the board of trustees of the university of vermont health network, which is the sole member of the hospital. That network compensation committee utilizes the following methods to establish that guidance: -compensation committee -independent compensation consultant -compensation survey or study -approval by the board or compensation committee”

“Parties desiring a copy of the organizations governing documents, conflict of interest policy, and financial statements must present themselves at the administrative offices or make a request in writing.”

“Change in interest in investment pool 629,791.”

“There is an audit committee that assumes responsibility for the oversight of the audit and selection of the independent accountant. The process has not been changed from prior year.”