St Mary'S Medical Center Foundation

“Marshall health network, inc. (mhn) provides services and resources for the benefit of cabell huntington hospital, inc. And its related organizations which are west virginia nonprofit corporations qualified as tax exempt organizations under section 501(c)(3) operating full service acute care hospitals and foundations related to those hospitals.”

“The organization is a membership (not a stock) corporation under west virginia state law. The organization's sole corporate member is st. Mary's medical center (smmc), a related not-for-profit organization.”

“In accordance with the terms and requirements of its governing documents (ie bylaws), on an annual basis, the organization's current board members recommend the list of candidates for membership to the governing body for the subsequent term. The board of directors of smmc approve these candidates to serve as the foundation's board of directors.”

“St mary's medical center, as the sole corporate member, also has the right to approve or ratify significant decisions of the organization's governing body including the amendment of bylaws and charters, removal of members of the governing body, and the decision to dissolve the organization.”

“The form 990 is reviewed by the organization's management in consultation with an independent accounting firm. The financial review is based on the organization's audited financial statements for the relevant time period. The cfo will review the 990 with the finance/audit committee and the board of directors at the next scheduled board meeting.”

“Upon employment and annualy thereafter each key employee and officer of the organization is required to complete a conflict of interest and disclosure form, providing sufficient information about his/her personal interests and relationships so the organization can 1) determine whether any potential or actual conflicts of interest may exist, and 2) monitor work or service assignments to avoid placing the key employee, officer or director in a position where there may be appearance, potential or actual, of a conflict of interest or a question of objectivity. The completed conflicts of interest and disclosure forms for directors are returned to the organization. In the event that any board member is deemed to lack independence or a conflict of interest exists, he/she is required to leave the room and cannot be part of the disclosure or vote.”

“Form 990, part vi, section b, line 15: the executive compensation committee shall be composed of at least three members of the board, and shall meet at least twice each year. The composition of the executive compensation committee shall comply with the requirements of the board policy on conflicts of interest. The committee shall have the following specific duties and responsibilities. A. Annual evaluation of the performance of the president. The executive compensation committee shall make a written report of its findings, together with recommendations for compensation to the board. B. Annual evaluation of the performance of the chief physician executive, the chief financial officer, and such other vice presidents as the board shall determine to require evaluation by the executive compensation committee. The executive compensation committee shall make a written report of its findings, together with recommendations for compensation, to the board. C. Annual self-evaluation of the board and its members. D. Ensure that no personal loans are made to the president or other members of the administration of the corporation. In carrying out its duties, the executive compensation committee shall have the authority to hire compensation consultants and shall obtain data on compensation ranges for comparable executive positions at least every other year.”

“The organization makes its governing documents, conflict of interest policy, and financial information (statements consolidated with its sole member st mary's medical center) available to the public upon request at its office at 2900 first avenue, huntington, wv 25702. A nominal fee is charged if copies are requested.”

“The organization makes its forms 1023 and 990 available to the public upon request at its office at 2900 first avenue, huntington, wv 25702. A nominal fee is charged if copies are requested.”

“The foundation does not pay any salaries and no donations to the foundation are used for compensation purposes. All compensation is paid by related entities.”

“The finance/audit committee shall review the results of the annual audit and all other reports from independent external auditors and shall arrange for those reports, together with any recommendations from the finance/audit committee, to be presented to the board of directors at such a time as the board of directors may schedule for that purpose.”