Morgan Medical Center Foundation

“In february 2024, the foundation's bylaws were amended and restated. Specifically, the important and operative sections of the amended and restated bylaws are as follows: a)section 3.1 vests the supreme authority of the foundation in the board of directors of the foundation to manage the foundation; b)section 3.3 provides for a self-appointing board and their terms of office, along with three ex-officio voting members, the president of the hospital auxiliary, the ceo of the hospital authority, and the treasurer of the hospital authority; c)section 3.4 provides for removal of any director by the foundation board. In addition, the hospital authority may remove a director, upon a good faith finding that a director has materially failed to conduct himself in accordance with the purposes for which the foundation is formed as spelled out in the articles of incorporation; d)article 4 provides for officers. The executive director must be the director of development and community relations for the hospital authority. The treasurer must be the cfo of the hospital authority; e)section 5.9 provides for telephone or videoconferencing at meetings; f)section 7.1 removes all of the standing committees and provides that committees may be, but are not required to be established; g)section 8.1 provides that the board determines all distributions, subject to the requirements under the articles of incorporation, that is, to spend the funds to promote the benefit and welfare of the hospital and its patients, and/or grants for charitable, scientific, or educational purposes; h)the board members are to be indemnified against any claims when they are acting face in accordance with the authority granted under the articles in the bylaws; i)section 12.1 authorizes amendments to the bylaws by the foundation board. However, any provision applicable to the hospital authority must be consented to in writing by the hospital authority.”

“There are no committees with authority to act on behalf of the governing body.”

“An independent cpa prepares a draft of the form 990 from information provided by the staff of the morgan county georgia hospital authority, an affiliated tax-exempt governmental hospital. The draft is reviewed by the staff. The final return is provided to the foundation's chairman of the board for review prior to filing with the irs. Other members of the board are informed the return is available for review.”

“The foundation's governing documents are made available to the general public upon request.”

“The foundation is aligned with but not controlled by the morgan county georgia hospital authority. The foundation is a discretely presented entity in the audited financial statements of the authority. Note - the audited financial statements are presented on the fiscal year end of the authority (june 30). The foundation keeps its books on using the cash method of accounting on a calendar year end.”