Mohawk Valley Health System Foundation

“Form 990, Part VI, Section A, Line 6 - THE CHAIRPERSON, VICE CHAIR, SECRETARY AND TREASURER ARE THE SOLE MEMBERS OF THE ORGANIZATION.”

“Form 990, Part VI, Section A, Line 7a - DIRECTORS OF MVHS FOUNDATION SHALL BE ELECTED AT THE ANNUAL MEETING OF THE MEMBERS EACH YEAR BY A PLURALITY OF THE VOTES BY MEMBERS. ANY ELECTED DIRECTOR OF THE CORPORATON MAY BE REMOVED, WITH OR WITHOUT CAUSE, AT ANY MEETING OF THE MEMBERS, BY AN AFFIRMATIVE VOTE OF TWO-THIRDS OF THE MEMBERS PRESENT, IF A QUORUM IS PRESENT AT THE TIME OF THE VOTE.”

“The mvhs foundation form 990 is presented and reviewed at the foundation board meeting prior to the filing date.”

“The purpose of the policies and directives set out in this policy statement is to assure that the business conducted by the organization is conducted free from the possible influence of conflicts of interest of interested person. The policy exists to protect the organizations interest when it is contemplating entering into a transaction or arrangement that might benefit private interest of an interested person in the organization. Interested persons may not enter into any employment transaction or other arrangement that may cause or be perceived to cause a conflict of interest. Interested persons must review this policy annually and complete the acknowledgement and disclosure form annually. The compliance officer and or the compliance committee will review all annual acknowledgement and disclosure forms and any conflicts or potential conflicts identified. When a potential conflict is identified the compliance officer will ensure appropriate actions are taken to resolve the conflict. This policy is intended to suppliement but not replace any applicable federal and state laws governing conflicts of interest applicable to non profit and charitable corporations.”

“The Boards Executive Compensation Committee has adopted and follows a process for reviewing and determining the compensation of the CEO and the executive management team. The executive management team consists of the following positions: Senior Vice President Chief Operating Officer, Senior Vice President Chief Financial Officer, Senior Vice President Chief Medical Officer, Senior Vice President Chief Nursing Officer. The Committee has engaged an independent compensation consultant to provide information and advice to Committee including but not limited providing independent compensation comparability data for functionally comparable positions in similarly situated hospitals. The data is provided on an annual basis and is reviewed by the Committee along with other information prior to approving any changes to compensation. The independence of the Committees members is reviewed and verified prior to the start of the annual compensation review process. Should a conflict present those individuals with actual or perceived conflicts abstain from voting until such time as the conflict can be resolved or a replacement member is appointed to the Committee. The Committees deliberations and decisions are guided by a written compensation philosophy and documented through written minutes taken during each meeting. The minutes include among other things the written materials distributed or presented during the meeting and the specific decisions taken at the meeting.”

“It is the policy of this organization to make available, to anyone who asks, a copy of its annual report to the internal revenue service on form 990 and its expempt status form in accordance with the law. Form 990, for a given year, will be made available for public inspections for a three year period.”

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