Lexington Cardiac Research Foundation Inc

“Baptist healthcare system, inc. (ein: 61-0444707) is the sole member of lexington cardiac research foundation, inc.”

“The sole member appoints all directors.”

“The consent & approval of the sole member shall be required for all major corporate actions, and any act the result of which would be to: (a) amend, repeal or alter the articles of incorporation or bylaws; (b) merge or consolidate or agree to merge or consolidate the corporation with or into any other organization; (c) liquidate, reorganize or recapitalize the corporation; (d) create or incur any unbudgeted indebtedness which exceeds $100,000; (e) make any unbudgeted capital expenditure which exceeds $100,000; (f) authorize the execution of any contract, agreement or similar instrument by which the corporation may be obligated to pay more than $100,000 in any year; (g) other than acquiring marketable securities held for investment purposes, acquire the stock of any corporation or invest in or acquire an interest in any business enterprise; (h) sell or agree to sell or otherwise dispose of all or a substantial part of the assets of the corporation or any investment or interest in any business enterprise, other than marketable securities disposed of in the ordinary course of the corporation's activities; i) adopt the corporation's annual operating budget & capital expenditures budget; j) accept any gift that requires the corporation or the member to match funds, carry out substantial new activities in connection with the gift, or that is made subject to restrictions that are not clearly consistent with the corporation's charitable purpose or with the member's mission; k) accept any gift of real property; l) accept any gift that requires the corporation to assume indebtedness; m) make any gift or contribution to any organization other than the member unless such gift or contribution is approved by the member or is consistent with guidelines established by the member; n) adopt investment guidelines or select a fund manager.”

“A copy of the 990 will be provided to the board of directors soon after filing. Any questions or comments are addressed by explanation.”

“Annually the secretary of baptist healthcare system, inc. Sends out a conflict of interest questionnaire to each of the directors serving on the board of lexington cardiac research foundation (lcrf). After completion, they are returned to the secretary and reviewed by the board or the governance effectiveness committee for any potential conflicts. A conflict of interest is any circumstance, relationship (financial or otherwise), activity or decision (made in the course of governance, management or professional responsibilities or otherwise) that adversely influences or appears to adversely influence the ability of a covered person to: 1) make objective decisions on behalf of lcrf and/or 2) act in the best interests of lcrf in a manner consistent with the tax-exempt purposes of lcrf. The board or committee will determine by a majority vote of disinterested directors whether the disclosed financial or special interest may result in a conflict of interest.”

“Officers of lexington cardiac research foundation, inc. (lcrf) are not employees of lcrf but are employees of baptist healthcare system, inc., a tax-exempt 501(c)(3) organization. Baptist healthcare system, inc. Is the sole member of lcrf.”

“The organization will provide any documents open to public inspection upon request.”

“Officers for lexington cardiac research foundation provide services to baptist healthcare system, inc. And its subsidiaries. Hours worked are not tracked on an entity by entity basis. Therefore, all officers and directors hours reported on form 990, part vii, compensation of officers, directors, trustees, key employees, highest compensated employees and independent contractors represent aggregate hours worked per week for all entities.”

“The employment tax returns for the two employees reported in line 2a were reported under a common paymaster. The employment taxes were paid by baptist healthcare system, inc. (ein: 61-0444707).”

“The salaries reported are from a common paymaster. The benefits reported are a percentage of gross salaries reported on line 7. The benefits reported on line 10 include pension expense and and other benefits.”