The Valley Hospital Inc

“The organization amended its bylaws in 2022 with respect to the crisis standards of care and other emergencies (csc). Significant changes during csc: - number of trustees: no fewer than nine (9). - emergency powers: te executive committee is permitted to act on behalf of the full board until the board is able to act or otherwise exercise its powers during a csc.”

“The organization's sole member is valley health system, inc.”

“The organization's sole member has the right to nominate, elect, and remove the members of the organization's governing body.”

“The following decisions of the organization are reserved to the organization's sole member: to determine the number of trustees on the board to amend, revise or restate the corporation's certificate of incorporation and bylaws, and to approve all amendments or revisions to the corporation's certificate of incorporation and bylaws that may be proposed or approved by the board before they become effective; to adopt or change the mission, purpose, philosophy or objectives of the corporation; to change the legal structure of the corporation; to commit to add or the addition of another hospital or health system to the corporation; to dissolve, divide, convert or liquidate the corporation, to consolidate or merge the corporation with another corporation or entity, to sell all or substantially all of the assets of the corporation, to cause the corporation to acquire substantially all of the assets of another corporation or entity, and to approve any of the foregoing actions that are recommended by the board before such action becomes effective; to approve the annual capital and operating budgets of the corporation and any amendments thereto; to initiate and to approve the incurrence of debt by the corporation or to implement any financing strategy, including without limitation in connection with any debt issuance, capital or operating leasing transactions, and taxable and nontaxable financings; to approve the incurrence of debt by the corporation in excess of those thresholds established by the board, if such incurrence of debt is not included in the corporation's approved budgets, whether in a single transaction or a series of related transactions; to cause or direct the corporation to pay, loan or otherwise transfer such funds as are necessary to pay any outstanding indebtedness obligations, including but not limited to borrowings, guaranties, non-recourse indebtedness, leases, and derivative instruments, created or approved by the corporation; to exercise such oversight, including initiating action or approving action by the corporation, over the management, policies, disposition or encumbrance of assets, including real or personal property, of the corporation to cause or ensure compliance with terms and conditions of indebtedness obligations and financial relationships related in any manner to such indebtedness; to approve the capital expenditures by the corporation in excess of those thresholds established by the board, if such capital expenditures are not included in the corporation's approved budgets, whether in a single transaction or a series of related transactions; to approve any donation or any other transfer of the corporation's assets, other than to an affiliated entity, in excess of an amount equal to or greater than the thresholds established by the board for such corporation, unless specifically authorized in the corporation's approved budgets; to select and appoint auditors of the corporation; to initiate and approve strategic plans and mission statements of the corporation; to initiate and approve investment policies and capital campaigns of the corporation; to initiate and approve the closure or relocation of a licensed health care facility of the corporation; to initiate and approve the formation of subsidiaries of the corporation; to approve the corporation's acquisition of controlling interests in organizations or businesses outside of the corporation's approved strategic plan; to the extent not expressly set forth above, to direct or require the corporation to take any other lawful acts or actions with respect to the corporation's business, affairs, management, properties or activities that the sole member may direct.”

“The valley hospital has its form 990 prepared by an outside accounting firm and has established the following review process to ensure that the information reported is complete and accurate. When the form 990 is prepared, it is submitted to management and the audit committee for review. Each issue is documented and addressed until the return is finalized and approved by the audit committee for filing with the internal revenue service. Before filing, the form 990 is made available for the board's review, by hard copy and or electronic copy.”

“The valley health system has a conflict of interest policy which covers all controlled organizations within the health system, including this organization. The policy requires all trustees, officers, and members of committees with board delegated powers, to annually sign a conflict of interest statement, disclosing any potential conflicts which may exist. Such persons are also required to disclose any potential conflicts as they arise. Conflicts are determined by the board of trustees or delegated committee considering the proposed transaction or arrangement. Persons with conflicts of interest must not participate in the discussion or vote on the related matter.”

“The organization's board is a shared board with the valley health system. The valley health system has developed a compensation plan, which governs the compensation for all executives, including the ceo and vice presidents of the organization. The plan was developed in conjunction with a consulting firm, reviewed by the physician leadership council and approved by the board of trustees and the valley health system physician compensation committee. On an annual basis, the plan is reviewed and updated as needed. This process was last undertaken in 2022.”

“The hospital makes its form 990 available for public inspection as required under section 6104 of the internal revenue code by posting of the return on guidestar.org and similar types of websites. In addition form 990 as well as the financial statements and conflict of interest policy and other relevent documents are available upon request.”

“Change in hospital net assets held by valley hospital -6,581,957.”

“The organization has a committee that assumes responsibility for oversight of the audit of its financial statements and selection of an independent accountant. This process has not changed from the prior year.”