North Country Health Systems Inc

“The board of north country hospital & health center, a related organization, annually reviews the ceo and senior team salaries using comparability data. The review process is documented in the board minutes.”

“The membership of the corporation shall consist of all persons referred to in the articles of association as the initial members of the corporation, all persons who shall thereafter be elected members in conformity with the bylaws, department directors and all appointees of the active medical staff of north country hospital and health center, inc. The members shall be referred to as north country members. As listed in the articles of association, the sole member of the corporation is north country hospital and health center, inc. North country members shall be elected at the annual meeting by a majority vote of the existing north country members present and voting at said meeting. The corporation shall conduct an annual enrollment of members but persons may be admitted to membership at any time. The officer or agent having charge of the books of the corporation shall make a complete record of the members entitled to vote at each meeting of members thereof, arranged in alphabetical order. The member list must be available for inspection by any member, beginning two (2) business days after notice of the meeting is given for which the list was prepared and continuing through the meeting date. The list shall be available at the principle office of north country hospital. A member, his agent or attorney is entitled, on written demand, to inspect and to copy the list during regular business hours at his or her expense, during the period it is available for inspection. The member list shall be maintained in written form or in another form capable of conversion to written form within a reasonable time. At each annual meeting, the north country members shall fix, within the limits specified above, the size of the board of trustees for the ensuing year and shall elect the number of trustees necessary to complete the size so fixed; provided, however, that the size of the board of trustees may be decreased only to eliminate vacancies existing by reasons of the death, resignation, removal or natural expiration of the term of one or more trustees. The bylaws may be altered, amended or repealed by north country members at any regular or special meeting, provided the notice of such meeting shall have contained a copy of the proposed alteration, amendment or repeal and provided a quorum is present, subject to ratification by the north country board.”

“The form 990 is prepared by an independent accounting firm based on the audited financial statements and information provided by the accounting department of the organization. The form 990 is reviewed by the organization's management and finance team in detail. After it has been reviewed, it is then provided to the full board.”

“In connection with any actual or possible conflicts of interest, an interested person must disclose the existence of his or her financial interest and must be given the opportunity to disclose all material facts to the board, committee, or other individuals who, on behalf of the corporation, are considering the proposed transaction or arrangement. In the event that a trustee, officer, committee member or member of the corporation's leadership group becomes concerned that another interested person has an undisclosed financial interest or is exerting inappropriate influence related to a financial interest, this concern should be raised the chair of the appropriate board or committee or, if involving the leadership group, an appropriate corporate officer. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the board or committee meeting while the determination of a conflict of interest is discussed and voted upon by the remaining board or committee members. It shall be the responsibility of the chair of the board or committee to instruct an interested person on the restrictions on his or her participation pursuant to this policy in any further consideration of the subject matter of the conflict of interest and to enforce these restrictions. Awareness/compliance with policy each interested person shall annually sign a statement which affirms that such person has received a copy of the conflicts of interest policy, has read and understands the policy, has agreed to comply with the policy, and understands that the corporation is a charitable organization and that, in order to maintain its federal tax exemption, it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. Each interested person shall disclose on an annual survey form potential conflicts of interest and financial interests relevant to this policy. Each interested person shall also provide on an annual survey form a list of immediate family members, including spouse, children, grandchildren, parents, siblings and any other person who lives in his/her household, in order that the corporation may have a record of all individuals who may be considered disqualified persons under internal revenue service regulations for the purpose of ensuring compliance with tax exempt status requirements for charitable organizations. Procedures for addressing the conflict of interest an interested person may make a presentation at the board or committee meeting, but after such presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that involves the conflict of interest. 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. After exercising due diligence, including a consideration of independent comparability data, valuations or appraisals, the board or committee shall determine whether the corporation can obtain a more advantageous transaction or arrangement with reasonable effort from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board or committee shall determine by a majority vote (or quorum) of all of the disinterested trustees or committee members (regardless of the number present at a meeting): (i) whether the transaction or arrangement is in the corporation's best interest and for its own benefit, (ii) whether the transaction is fair and reasonable to the corporation, and (iii) whether to enter into the transaction or arrangement in conformity with such determinations.”

“The organization's governing documents, conflict of interest policy, and financial statements are available to view on-site or by written request.”

“North country hospital and health center and north country health systems share a board of directors. No board members receive compensation for their duties as directors. Thomas frank, ceo, works approximately 40 hours per week between north country hospital and health center and north country health systems. He is compensated for his duties in that capacity. Peter stuart and gregory walker are compensated as employees of north country hospital. They do not receive any compensation for their duties as board of directors members.”