Memorial Medical Center Inc

“Regional enterprises, inc. Dba tamarack health is the sole corporate member of memorial medical center, inc. Dba tamarack health ashland medical center.”

“Regional enterprises, inc. Dba tamarack health may elect one or more members of the governing body.”

“In addition to doing all things required by law, rei, as the sole member of amc, shall have the following reserve powers: a) the power to make, amend, or repeal amc's bylaws and articles of incorporation. B) to approve any change in amc's philosophy, mission or vision statements, and approve the long-range goals and strategic plan for amc. C) to approve the annual operating and capital budget. D) to approve all building programs that exceed $1,000,000 in value. E) to select and retain an independent auditing firm. F) to approve the purchase, sale, lease, disposition, or alienation of any real property owned by amc. G) to approve any plan of dissolution or merger, consolidation, acquisition or disposition of real property or relocation of the facilities of amc. H) based on a recommendation from the board of directors of amc, to appoint and monitor the performance of the president/ceo of rei, who shall also simultaneously serve as the president/ceo of amc.”

“The form 990 must go through an administrative review and then be approved by the board of directors before it is filed.”

“A. Definitions 1. An "interested person" means any current director, principal officer or member of a committee that reports to the board of directors. If a person meets the definition of an interested person for rei or any of its affiliated corporations, that person shall be considered an interested person for all corporations with the rei system. 2. An "insider" means any person who is in a position to exercise substantial influence over the affairs of rei. For purposes of applying the procedures of this policy, the following will be considered insiders: any interested person as defined herein; the managers at rei and its affiliated corporations; and members of the various medical staffs at members' hospitals. For purposes of this protocol, a "manager" includes any person who manages a discrete segment or activity of rei, or any of its affiliates, that represents a substantial portion (i.e., 10% or more) of the activities, assets, income, or expenses of rei or such affiliate as compared to the organization as a whole. Finally, anyone who has been an interested person at any time in the past five (5) years and anyone who was a member of any medical staff of a member hospital at some time in the past five (5) years, shall be considered an insider. 3. For purposes of this policy, "family" of an insider shall mean: a. Such individual's spouse and the parents and siblings of the spouse; b. Such individual's parents, grandparents, siblings (whole or half blood or by adoptions), children, grandchildren and great grandchildren; and c. Spouses of such individual's grandparents, siblings, children, grandchildren, and great grandchildren. B. Disclosure 1. Each director and officer shall disclose to the board of directors, or to the other members of any committee considering a proposed business transaction or arrangement, the existence and nature of any financial interest such person or a member of such person's family may have with respect to such proposed transaction or arrangement. Each director and principal officer shall promptly make disclosures as may be necessary to keep the board or committee fully apprised of such person's financial interests. Disclosure shall also be accomplished on an annual basis by having each director and principal officer execute and deliver to rei a certificate regarding conflicts of interest in substantially the form attached to this policy. 2. The requirement that interested persons disclose their financial interests substantially requires each director and principal officer to disclose any insider transaction in which he or she, his/her family members or a controlled entity are involved. This occurs because the definition of a financial interest is broader than the definition of an insider transaction. However, not all financial interests disclosed will result in a conflict of interest or an insider transaction. A transaction involving a director or officer will fall into one of the following three categories: (i) it neither involves an interested person nor is an insider transaction, (ii) it involves an interested person, but is not an insider transaction; or (iii) it involves an interested person and is an insider transaction. C. Response to disclosures if any director or principal officer discloses a potential financial interest to the board of directors or any committee regarding a proposed transaction or arrangement, the board or committee shall first determine whether the proposed transaction or arrangement could be considered an insider transaction. If the board or committee is certain that the transaction or arrangement will not involve an insider, the board or committee shall follow only the procedures set forth in section iii(c)(1) below. If the transaction or arrangement involves or may involve an insider, the board or committee shall follow the procedures in both section iii(c)(1) and section iii(c)(2). 1. Procedures for disclosures of any financial interest that may result in a conflict”

“Amc participates in salary surveys specific to administrator positions. Amc also has an independent compensation consulting firm to gather fair market compensation data for all c level positions. This information is used to develop salary ranges for the administrative staff. The board of directors participates in development of ranges and establishment of salaries for the three senior leaders of the organization as described in corporate bylaws and board policies. Any changes to the benefit package must be approved by the amc board of directors. The board approves all compensation changes for the president as outlined in corporate bylaws and board policies. Changes in compensation for the vice-presidents are determined by the president using ranges established and approved by the board, in conjunction with salary survey information.”

“The financial statements are available upon request from administration for the same period of disclosure as set forth in section 6104(d).”

“Other professional fees: program service expenses 16,418,926. Management and general expenses 894,056. Fundraising expenses 0. Total expenses 17,312,982.”

“Gain/loss on interest rate swaps -1,406,472.”