North Country Health Services Inc

“Members of the organization: the sole member of the corporation shall be north country health systems, inc., a vermont not-for-profit corporation, acting through its board of trustees and hereinafter referred to as the member when acting in its capacity as such. The member shall have the exclusive right to enjoy and exercise all rights and powers conferred on members of non-profit corporations under the laws of the state of vermont. The member shall have such other powers as are specified in the articles of association and in the by-laws, including, without limitation, the power to elect and remove trustees and to amend and restate the articles of association. The authority of the board of trustees to exercise the powers listed in the bylaws is conditioned on the prior approval of the member.”

“Review of the form 990: 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.”

“Monitoring compliance with conflict of interest policy: 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 with 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.”

“Compensation review: 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.”

“Document disclosure: the organization's governing documents, conflict of interest policy, and financial statements are available to be viewed by the public upon an appointment with the organization's chief executive officer or assistant.”

“Compensation of board of directors: north country hospital and health center, north country health services, and north country health systems share a board of directors. No board members receive compensation for their duties as directors. Dwight nall, ceo, and andre bissonnette, chief financial officer, each work approximately 40 hours per week between north country hospital and health center, north country health services, and north country health systems. They are compensated for their duties in that capacity. Christopher rickman, charles lagoy, thomas frank and umair malik are compensated as employees of north country hospital. They do not receive any compensation for their duties as board of directors members.”

“Organization's mission: north country health services, inc., is a private, not-for-profit corporation committed to the improvement and attainment of the health of our facility residents. The central purpose of the corporation is to support and oversee the operation of derby green. Derby green is a twenty-three bed facility certified by medicare/medicaid. North country health services, inc., has a further commitment to assist community members in the maintenance and improvement of their own health. Derby green will offer other programs that will be beneficial to the community and in the best interests of derby green. In recognition of the burden that the costs of health care places on the community, north country health services, inc., will provide quality health care while every effort will be made to contain costs.”

“Program services: the organization provides other services to all patients. Derby green provides a full range of health care services and is committed to providing excellent healthcare in a kind and caring environment. Derby green is a progressive nursing facility with caring staff who will strive to meet the individual needs of each resident. Services provided include: -24-hour nursing care and on-call physician, -laundry, social, podiatry, and beautician services, -physical, occupational, and speech therapy in addition, recreational, religious, and social events are available to all residents. Individual and group activities such as bingo, church services, movies, seasonal parties, and musical entertainment are routinely offered. Reality orientation and stimulation is directed through the life enhancement program. Special outings may include picnics in the park, barbeques, and scenic rides in the wheelchair lift equipped van. In-room cable and phone service in available.”