Trinitas Regional Medical Center

“The executive committee of the medical center's board has the power to transact all regular business during the period between meetings of its related board of trustees, provided that no action shall conflict with the express policies of the board and further provided that actions taken by the executive committee shall be reported at the next regular meeting of the board. The executive committee members consist of the following officers of the board of trustees: chairperson, vice chairperson, secretary, treasurer and the president of the medical center. Other executive committee members may be selected by the chairperson and approved by the board of trustees in accordance with its bylaws.”

“Trinitas health is the sole member of trinitas regional medical center.”

“Trinitas health is the sole member of trinitas regional medical center. There are class a and class b members of trinitas health. They have equal rights to the election and removal of trustees of the medical center.”

“Trinitas health is the sole member of trinitas regional medical center. There are class a and class b members of trinitas health. They have equal rights to: i)the amendment of the certificate of incorporation or the bylaws of the corporation; ii) the merger or consolidation of the corporation with any other corporation; iii) voluntary dissolution or voluntary liquidation of the corporation or the sale, lease, transfer or exchange of all or substantially all of its property or assets; iv) the sale, lease, transfer, exchange, or encumbrance of any land, buildings or other immovable goods or fixed assets of the corporation or in which the corporation has or will have equitable or legal title in excess of $5,341,000 (dollar amounts in accordance with the united states conference of catholic bishops regulations); v) the incurrence of any debt (including any refinancing of indebtedness and any leases that have nominal residual value at the end of their term and are used to finance the acquisition of capital items) in excess of $5,341,000 (dollar amounts in accordance with the united states conference of catholic bishops regulations); vi) the appointment or removal of the corporation's president and chief executive officer; vii) the acquisition of all or substantially all the assets of another corporation, partnerships, or other legal entities or the corporation becoming the controlling member or the controlling shareholder of another corporation, and; viii) any other matter that requires the approval of the members of a nonprofit corporation.”

“A copy of the form 990 was provided to each member of the executive committee of the trinitas regional medical center board of trustees prior to its filing with the internal revenue service. The form 990 was presented in detail to the executive committee by the medical center's tax preparer. Comments, questions and/or suggestions from that meeting were incorporated into the final form 990 prior to its filing. The executive committee approved the form 990 for filing after a final review of the return. An overview on the final version of the form 990 was presented to the full board of trustees.”

“Trinitas regional medical center requires all of its board of trustees, key employees and officers to complete an annual conflict of interest disclosure questionnaire. This questionnaire is reviewed by the medical center's compliance office to ensure that no material conflicts exist. To the extent that any conflicts are discovered, they are resolved expeditiously. Any board member or officer having an actual or potential conflict of interest shall not be present during the discussion of, and the vote on, the transaction or arrangement involving the conflict of interest. The chairperson of the governing board shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction. After exercising due diligence, the governing board shall determine whether the organization can obtain, with reasonable efforts, a more advantageous transaction or arrangement 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 possible under the circumstances not giving rise to a conflict of interest, the governing board shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the organization's best interest, for its own benefit, and whether the proposed transaction is fair and reasonable.”

“The executive compensation committee of the board of trustees determines executive salary and the senior administrator determines staff salary. The executive compensation committee is comprised of independent board members, and decisions regarding compensation are documented in the committee meeting minutes. An independent compensation consulting firm reviews the appropriateness of executive compensation annually and ensures that compensation is within fair market value for the industry. This process includes the use of a salary survey/study.”

“The organization's governing documents, conflict of interest policy, and financial statements are made available upon request.”

“Change in beneficial interest in net assets of foundation 3,492,187.”