The Valley Hospital Foundation Inc

“Valley health system is the sole member of the organization.”

“Valley health system has the right to elect all members of the organization's governing body.”

“The following rights and powers are reserved to the sole member: a) subject to the provisions of section 2.2 of the bylaws, to determine the number of trustees on the board; b) subject to the provisions of section 2.2 of the bylaws, to nominate and elect the trustees of the corporation; c) to remove any of the corporation's trustees, with or without cause, and to approve any recommendation to remove a trustee by the board; d) to approve the election, re-election, appointment, reappointment and removal of any officers of the corporation; e) 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; f) to adopt or change the mission, purpose, philosophy or objectives of the corporation; g) to change the legal structure of the corporation; h) 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; i) to approve the annual capital and operating budgets of the corporation and any amendments thereto; j) 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; k) 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; l) 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; m) 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; n) 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; o) to select and appoint auditors of the corporation; p) to initiate and approve strategic plans and mission statements of the corporation; q) to initiate and approve investment policies and capital campaigns of the corporation; r) to initiate and approve the formation of subsidiaries of the corporation; s) 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 organization has its form 990 prepared by an outside accounting firm. Management reviews, provides any comments, and upon their approval, a copy of the form 990 is provided to the executive committee. The executive committee reviews the form 990 on behalf of the foundation board, provides any comments, and upon the executive committee's approval, the return is finalized and approved for filing with the internal revenue service.”

“The organization is included in the conflict of interest policy of the valley health system,inc. All officers and trustees annually sign a conflict of interest statement disclosing any potential or actual conflicts that may exist. The general counsel of the valley health system,inc. Reviews the disclosures to determine whether any conflict exists. If it is determined that a conflict exists, the person will be notified, and is not allowed to vote on or be part of any decisions about the related transaction.”

“The organization's top management official (david bohan, vice president & cpo of the valley health system) is compensated by the valley hospital. The valley health system has established a policy for compensation of officers, top management, and key employees. The policy includes a periodic review by the executive compensation committee of the board of trustees, free of any members with conflicts of interest. The committee determines appropriate levels of compensation using comparative data of similar organizations. Compensation decisions are adequately and contemporaneously documented. The process was last undertaken in 2024.”

“The organization makes its form 990 available for public inspection as required under section 6104 of the internal revenue code. The return is posted on new york state attorney general website, guidestar.org and other similar types of websites. The financial statements, conflict of interest policy and governing documents are available to the public upon written request.”

“Write-down of contributions -405,771.”