Noble Visiting Nurse and Hospice Services Inc

“The filing organization has a standing executive committee, which is entitled to act between meetings of the Board, on all matters as to which the Board is entitled to act and permitted by law to delegate to a committee.”

“Noble Visiting Nurse & Hospice is affiliated with Baystate Administrative Services, Inc. (BAS) which is a 501(c) (3) organization. Information Technology, Human Resources, Finance, Treasury, Accounting and other management and support functions are delegated to BAS.”

“The filing organization adopted a new set of bylaws that (1) change the composition of and method of appointing its board of trustees, (2) add a Vice Chair as an officer of the organization, and (3) provide that Baystate Noble Hospital Corporation ("BNH"), as member, shall approve any amendments to the bylaws.”

“The filing organization has one member, Baystate Noble Corporation.”

“The board of Trustees of the filing organization consists of the same individuals serving as members of the Board of Trustees of BNH, the organizations sole member. The Board of Trustees of BNH are the same individuals serving as the Board of Trustees of Baystate Health, Inc. ("BH"), the parent corporation of the health system to which the filing organization belongs, with the addition of the president of the medical staff of BNH. The Board of Trustees are elected annually by the Board of Trustees of BH at their annual meeting.”

“Prior to the filing of this return appropriate parts of this Form 990 were reviewed by representatives from the Tax, Finance, and Human Resources Departments of Baystate Health, Inc. , some of whom are officers or trustees of the filing organization and by outside legal counsel. The entire return was reviewed by a tax expert from an outside accounting firm. The entire return was also reviewed prior to filing by the Audit and Compliance Committee of Baystate Health, Inc., which also includes some of the officers of the filing organization. The Form 990 was provided to all members of the Board of Trustees prior to filing.”

“Baystate Health, Inc. (BH) has a comprehensive conflict of interest policy which has been adopted by the filing organization. All directors, trustees, officers, key employees, and highest compensated employees of BH and its affiliates are asked to complete an annual conflict of interest form. We utilize an electronic database to receive and manage all conflict of interest submissions. This information is reviewed by the BH Chief Compliance Officer, the BH Chief Legal Counsel, the BH Chief Executive Officer, the Chair of the BH Board of Trustees, and the Chair of the Audit & Compliance Committee of BH. A summary of the conflict of interest disclosures is provided to the Baystate Health Board of Trustees and the Tax Department and reviewed by outside counsel. Potential conflict of interest transactions are reviewed as appropriate under the policy, which provides for recusal from discussion and deliberation by any party with a potential conflict of interest. The following was the policy in place prior to the merging with Baystate Health: All Directors, upon appointment to the Board and annually thereafter, are required to disclose any interests that could give rise to conflicts in a signed trustee's declaration. The declaration forms are reviewed and signed by the Board's Chairman and Vice Chairman, then forwarded to the President and CEO of the organization for further review. As matters come before the Board and in the event of any conflict, the Chairman (or Vice Chairman) will require the Director(s) involved be removed from any further discussion and voting on the matter.”

“The organization makes its conflict of interest policy and financial statements available to the public at www.baystatehealth.org. Articles of organization and bylaws are generally available at the Commonwealth of Massachusetts website.”

“Certain officers or trustees of the filing organization are paid by an entity, Baystate Medical Practices, Inc. (BMP) EIN 04-2888373, which is part of the health care system to which the filing organization belongs but does not meet the technical requirements as a "Related Organization" per Schedule R. Compensation from BMP to the officers and trustees of the filing organization therefore, is reported as paid from an unrelated organization in Line 5 and according to the instructions reported as though paid by the filing organization.”

“Restrictions met for temporarily restricted net asssets -16,953. Additional Patient Receivable Allowance per Closing Merger Entries -100,000.”