Morris Hospital Auxiliary

“The auxiliary's process is deferring to the hospital's compensation committee since the auxiliary's personnel are employees paid by morris hospital. The hospital has a compensation committee which meets several times per year that with the assistance of internal sources (human resources) and external advisors; assesses and evaluates the appropriateness of the compensation and benefits of upper management which includes ceo, cfo and other top management officials which includes key employees.”

“The corporation shall have two classes of members: a corporate member and individual members. The corporation's sole corporate member shall be morris hospital.”

“The corporate member shall appoint new directors for the corporation prior to the annual meeting of the auxiliary's board of directors. Appointees may be from the nominated list provided by the auxiliary, but the corporate member may add to or delete from this list at its discretion.”

“Only with the approval of the corporate member shall the corporation take any of the following acts: a. Make contributions or transfers of corporation assets to any person other than morris hospital or morris hospital foundation; b. Approve unbudgeted expenditures by the corporation; c. Select independent auditors, attorneys and/or other major consultants d. Adopt or amend the corporation's articles of incorporation or these bylaws; e. Adopt or amend statements of mission, philosophy, or purpose; f. Adopt any resolution regarding the dissolution, merger or consolidation of the corporation; g. Create any subsidiary, affiliated organization or other legal entity; h. Adopt an annual budget for operational expenses; i. Adopt policies on behalf of the corporation, or approve or direct the application of corporate member policies with respect to the corporation; j. Enter into the purchase, sale, transfer or lease of property, other than in the ordinary course of the corporation's business; k. Execute any loan, or mortgage any property; l. Establish any board-restricted funds; m. Appoint the directors of the corporation; or n. Remove, with or without cause, the directors of the corporation.”

“The board retains the services of an independent cpa firm to prepare/review the organization's form 990. Management and members of the finance committee review the completed form 990 and a full copy is made available to all voting members of the governing body prior to filing. The cpa firm and organization management are scheduled to present the form 990 at a board meeting prior to the november 15 deadline.”

“A. Duty to disclose. In connection with any actual or possible conflicts or dualities of interest, an interested person must disclose in writing the existence of his or her financial interest and all material facts to the directors and committee members considering the proposed transaction or arrangement. "disclosure" as used in this policy shall mean providing promptly and fully to the appropriate persons a written description of the facts comprising the real or apparent conflict or duality. An annual disclosure statement shall be circulated to all persons to whom this policy applies to assist them in considering such disclosures, but disclosure is appropriate whenever conflicts or dualities arise. The written disclosure notices of conflicts or dualities shall be filed with the president/chief executive officer of the corporation or any other person designated by the foregoing from time to time to receive such notifications. B. Determining whether a conflict of interest exists. A disclosure may result in an actual conflict or a duality of interest exists. If it does not, after disclosure of the financial interest and all material facts and after any discussion with the interested person, he or she shall leave the board or committee meeting while the determination of a conflict or duality of interest is discussed and voted upon by the disinterested directors. Such remaining and disinterested board or committee members shall decide if a conflict of interest exists. C. Procedures for addressing the conflict or duality of interest. 1. An interested person may make a presentation at the board or committee meeting, but after such presentation, he or she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest. 2. The chair of the board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. 3. After exercising due diligence, the board or committee shall determine whether the corporation can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict or duality of interest. 4. If a more advantageous transaction or arrangement is not reasonably attainable, under circumstances that would not give rise to a conflict or duality of interest, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation's best interest and for its own benefit, and whether the transaction is fair and reasonable to the corporation, and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination. If the interested person is a disqualified person under irc 4958, the board shall follow the prescribed procedure for entitling the corporation to a rebuttable presumption of reasonableness. D. Proscribed activity by persons having conflicts or dualities. When a disclosure concedes or the board or committee finds that an individual director, officer, agent, or employee has a conflict or duality, such individual shall, in addition to filing the disclosure notice required hereunder, abstain from making motions, voting, executing agreements, or taking any other similar direct or indirect action on behalf of the corporation or any affiliate where the conflict of duality might pertain, but shall not be precluded from all debate on the matter. When any interested person requests in writing, or upon its own initiative, the board of directors at any time may establish further guidelines consistent with the interests of the corporation for the resolution of any real or apparent conflict provided such guidelines are consistent with the corporation's nonprofit and tax-exempt status, and compliant with applicable federal and state laws and regulations. E. Violations of the conf”

“The documents are made available upon request.”