Albany Visiting Nurse Home Care

“The Organization amended their bylaws during the year and made the following significant changes: 1. The number of voting members was updated from "no more than nine Directors" to "at least five and not more than fifteen directors" 2. Please refer to the narratives on Schedule O which reference Form 990, Part VI, Lines 6, 7a, and 7b for additional details on changes related to the Organization's members, the power to appoint members of the governing body, and other governance decisions reserved to members.”

“The sole Member of the Organization is Albany Med Health System.”

“Albany Med Health System, the sole member of the Organization, has the power to appoint and remove Directors serving on the Board of Directors of the Organization.”

“Albany Med Health System, the sole member of the Organization, has the power to take any necessary actions related to the following: 1. Approval of the Organization's annual and long-term capital and operating budgets and strategic plans, each of which shall first be approved by the Board; 2. Development and approval of contingency plans should actual results from operations of the Organization be significantly unfavorable to the budgeted plan (development of any contingency plans by AMHS is with the participation of the Organization's Chief Executive Officer ("CEO") and representation from the Board); 3. Approval of any amendment, repeal or replacement of the Organization's Certificate of Incorporation or Bylaws, which shall first be approved by the Board; 4. Approval of any voluntary dissolution, merger, consolidation, sale or transfer of substantially all of the assets (defined as ten percent (10%) or more) of the Organization, or the creation of a subsidiary or affiliate corporation of or other legal entity controlled by the Organization, provided that such transactions shall also be subject to the prior approval of the Board; 5. Appointment of the CEO of the Organization, after consultation with the Board (the current CEO of the Organization, Samantha DiCicco, shall be deemed approved by AMHS); 6. Removal of the Organization's CEO, after consultation with the Board; 7. Approval of unbudgeted capital expenditures or substitution of budgeted capital expenditures by the Organization, in either case in excess of One Hundred Thousand Dollars ($100,000), individually; 8. Approval of incurrence of debt (directly or by guaranty) not specifically budgeted in the Organization's annual and long-term capital and operating budgets, where the total principal amount is in excess of One Hundred Thousand Dollars ($100,000) in the aggregate for all such debt or which is secured by a mortgage or security interest in any of the Organization's assets or property, provided that any mortgage of any of the Organization's real estate or pledge or encumbrance of the Organization's personal property shall be subject to the prior approval of the Board; 9. Approval of any modifications to the terms, conditions and outstanding balance of any of the Organization's existing debt (other than routine payments of debt service as required); 10. Approval of the entry into, renewal of, or termination of contracts for the Organization to provide covered healthcare services to beneficiaries of health insurance, managed care contracts or payor contracts; 11. Approval of any application by the Organization to the New York Department of Health for any certificate of need or other matter affecting its licensure; 12. Except for incidental transactions for property not constituting a material component of the Organization or its business, approval of any sale or transfer of any of the Organization's assets to an affiliated entity or third-party entity, if such assets have a value in excess of Fifty Thousand Dollars ($50,000), other than as a component part of an approved budget, provided that such transactions shall be subject to the prior approval of the Board; 13. Approval of the Organization's insurance coverage (including, without limitation, insurers, specifications and limits); 14. The right to require the Organization to participate in any AMHS System-wide compliance program that may be implemented by AMHS from time to time; and 15. Approval of litigation settlements in excess of insurance coverage, or settlements or other dispositions of state or federal governmental administrative proceedings to which the Organization is a party.”

“The Form 990 is made available to all board members for review.”

“Conflict of interest policies are required for new Board Members. Discussions occur annually for Board Members to update and/or renew their policies for changes. The Board reviews conflicts disclosed and ensures a board member does not participate in a board decision related to the conflict.”

“The Executive Committee reviews the CEO perfomance for the year based on established goals, reviews compensation benchmark data provided by an outside consultant, and recommends adjustments to the full board who authorizes compensation. The CEO reviews the performance for the year of key employees for the organization based on established goals, and authorizes compensation adjustment in accordance with the budget, which is approved by the board.”

“Governing documents, conflict of interest policy, and financial statements are available upon request.”

“Section 1.263(a)-3(n) Election: Albany Visiting Nurse Home Care Services Group, Inc. 35 Colvin Avenue Albany, NY 12206 EIN: 22-2778949 Albany Visiting Nurse Home Care Services Group, Inc. is electing to capitalize repair and maintenance costs under Regulation Section 1.263(a)-3(n).”