Vassar Brothers Hospital Foundation

“The sole member of vbhf is health quest systems inc. Nuvance health is the sole member of health quest systems, inc.”

“The member (health quest system inc.) shall elect the corporation's officers. Subject to the approval of the member, any vacancy or vacancies occurring in any office of the corporation may be filled until the next meeting at which officers are elected by the affirmative vote of the remaining directors in office at any meeting of the board, though such remaining directors may constitute less than a quorum. Any director may be removed at any time with or without cause by the member.”

“Certain fundamental decisions to be undertaken by the corporation require the approval of the member, including but not limited to the following: (i) election or removal of a director or an officer who is not an employee or contractor; (ii) amendment of the corporation's organizational documents; (iii) adoption of or revisions to policies relating to the control and supervision of the investment of the corporation's funds; (iv) adoption of or amendment to any of the corporation's qualified or non-qualified benefit plans; (v) adoption of or revisions to any system-wide quality, performance and credentialing standards and procedures; (vi) approval of all audited financial statements, which includes review of the systemwide accounting policies and controls and the selection of the independent auditors; (vii) adoption of or any material revisions to the capital budget and operating budget; (viii) adoption of, revisions to and oversight of any system-wide policies and practices relating to regulatory compliance; (ix) any assignment for the benefit of creditors, the filing of any petition in voluntary bankruptcy, the filing of any petition or answer seeking reorganization, or an arrangement with creditors under the federal bankruptcy law; (x) any change in the tax status of or revision of, the charity care policies; (xi) any merger, consolidation or similar transaction; (xii) any incurrence, assumption, or guarantee of any debt.”

“The form 990 is prepared by an independent accounting firm using information provided by the organization and a draft form 990 is reviewed by internal management. A complete draft is then posted to an intranet site for nuvance board members, the ultimate parent of the organization, to review prior to filing. The form 990 is then signed and filed with the irs.”

“Officers, trustees/directors, key employees and other disqualified persons are required to complete a conflict of interest questionnaire annually. Responses are reviewed by the chief compliance, audit & privacy officer. After a potential conflict of interest is disclosed along with all related material facts, the board proceeds to discuss and determine through a majority vote of the disinterested members whether an actual conflict or duality of interest exists. If the interested person is present at the start of the discussion, he or she may answer questions related to the matter and provide additional, relevant facts but is required to leave the meeting during deliberations regarding whether an actual conflict or duality of interest exists. Form 990, part vi, section b, line 14: the organization follows a record retention policy that has been approved only by the audit committee, not the full board.”

“The compensation for the ceo, top management official and other key employees is established by the health quest executive compensation committee based on information and recommendations of an independent third party.”

“Policies and financial statements for the affiliate are available to the public upon request. The documents are provided either electronically or paper copies. In addition, certain financial information is available on various websites due to regulatory filings such as the 990 and bond holder agreements.”

“Randi petrovits was a trustee to december 31, 2019. Elizabeth shequine was a trustee to december 31, 2019. Sarah levine was the chairman to december 31, 2019. Margaret bova previously the vice chairman became the chairman on january 1, 2020. Stanley beinstein was a trustee until september 2020. Kimberly hunt lee previously the secretary became the vice chairman on january 1, 2020. Christopher bromley, md was a trustee to december 31, 2019. Joseph tockarshewsky was a trustee to december 31, 2019. Louis casciaro was a trustee to april 22, 2020. Simon gorwara, md was a trustee to december 31, 2019. Kristi brien became a trustee on january 1, 2020. Mark harrison became a trustee on january 1, 2020. Steven h. Rosenberg became treasurer on january 1, 2020. Carolyn mckenna became assistant secretary on january 1, 2020. Grace linhard became ex officio on january 1, 2020. Katherine bacher was the treasurer to december 31, 2019. Cheryl booth was the assistant secretary to december 31, 2019. For those officers and top 5 employees, for which only 40 hours is noted to reflect paid hours, actual hours worked exceeded this amount. Note: all amounts in column f, of part vii, "estimated amount of other compensation", represents benefits, and do not reflect any compensation for which the average amount of time worked can be reflected.”

“Changes in restricted contributions to the hospital -505,618.”