Hackettstown Community Hospital

“By laws, article ii: there shall be a single class of constituent members of the hospital corporation (individual - member, collectively - membership), which shall consist of the duly elected members of the board of directors of adventist healthcare, inc., a nonprofit corporation existing under and operating by virtue of the laws of the state of maryland.”

“By laws, articles ii and iii (various parts) trustees of this org are elected by the member (i.e. Adventist healthcare, inc.).”

“By laws, article ii- reserved authority and responsibility: notwithstanding any provision of the certificate of incorporation or these bylaws to the contrary, the following actions are reserved to the membership: 1. The purchase, sale or disposition of real property of the hospital corporation; 2. The adoption, altering, amending or replacing of the certificate of incorporation or the bylaws of the hospital corporation; 3. The liquidation, dissolution, winding up or abandonment of the hospital corporation; and 4. The retention and exercise or delegation of voting rights associated with the ownership of any shares of stock or interest owned or held by the hospital corporation or any entity subsidiary to or controlled by the hospital corporation ("subsidiary organization") in connection with the following actions: (a) the amendment of the organizational documents of a subsidiary organization; (b) the consolidation of a subsidiary organization with one or more entities to form a new consolidated corporation; (c) the merger of a subsidiary organization into another entity or the merger of one or more other entities into a subsidiary organization; (d) the sale, lease, exchange or other transfer of all, or substantially all, of the property and assets of a subsidiary organization, including its goodwill and franchises; (e) the participation by a subsidiary organization in a share exchange as the entity the stock/interest of which is to be acquired; (f) the voluntary or involuntary liquidation, dissolution or winding-up of a subsidiary organization. 5. Appointment of members of the board of the hospital corporation from nominees submitted by the board of the hospital corporation; 6. Removal of members of the board of the hospital corporation. 7. Authorize and approve the issuance of debt and the use of proceeds of such debt for and on behalf of the hospital corporation; 8. Develop capital investment, capital allocation and borrowing policies for the hospital corporation; 9. Cease providing health care services necessary for operation as a licensed general acute care facility at any site; 10. Change the stated purposes, mission or philosophy of the hospital corporation, or any controlled entity as found in the articles of incorporation, bylaws, or other governing documents of the hospital corporation; 11. Adopting the hospital corporation's annual and long-term capital and operation budgets; 12. Making any major changes in any of the hospital corporation's insurance program; and 13. Recommending any unbudgeted capital expenditure of the hospital corporation's capital budget in excess of $500,000.”

“Prior to filing the form 990, the form was prepared by the internal finance team of the health system with input from many hospital departments. It was reviewed in detail by the hrmc controller and cfo. The form was discussed and reviewed in detail with the organization's outside tax advisors. The cfo then conducted a higher level review of the form with the hrmc president. The 990 was then made available to the organization's board of directors before filing with the irs.”

“Pursuant to the organizations conflict of interest policy, each board member, officer, director and any employee in a position that requires coordination and/or negotiation with contractors or suppliers, is required on an annual basis to disclose any business or financial relationship outside of the organization. Compliance with policy is monitored and enforced by the human resources department, integrity department and the legal department in the event there is a conflict of interest, board members will recuse themselves from voting.”

“The organization follows the compensation guidelines of its sole member, adventist healthcare, inc. A tax-exempt affiliate. Independent guidelines - when setting compensation for the ceo/president, adventist healthcare fully complies with the procedural safeguards embedded in the irs regulations. Compensation for adventist healthcare's ceo/president is entirely set by a committee of adventist healthcare inc.'s board of trustees. In setting compensation, the governing board committee relies upon market comparability data provided by an independent outside compensation consultant who provides a summary of healthcare salaries and benefits for comparable sized organizations both nationally and the baltimore-washington region. To further ensure reasonableness, both compensation and benefits are targeted at the 50th percentile of the market.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”