Major Hospital Foundation

“The executive committee is appointed by the foundation board president and is to include the hospital ceo and representative to the foundation board from the hospital board. Note that president is ex-officio member of all committees. Committee has up to six members, not including the board president. The powers of the executive committee include transacting routine business of the board between meetings, excluding the adoption of the budget or any action that is contrary to or a substantial departure from the direction of the board, or which represents a major change in the affairs, business, or policy of the organization. They may also act for the board in a crisis, taking only short-term measures until the next meeting of the board. All business conducted between board meetings or during a crisis is subject to ratification by the entire board at regular meetings. Business conducted by the executive committee will be listed in the consent agenda. The board will also be notified within 24 hours of any action taken by the executive committee. To transact routine business between meetings or to act for the board in a crisis, the hospital ceo, the foundation board president, and the representative from the hospital board must be present.”

“Any and all vacancies on the board of directors, whether existing by reason of death, resignation or any other cause, shall be filled by appointment made by the board of directors of major hospital.”

“Some of the decisions made by the foundation's board must be ratified by the board of major hospital. The board of major hospital appoints the foundation's governing board members.”

“The 990 is first reviewed by the executive committee. Next, each member of the board receives a copy in advance of the next board meeting. At the board meeting, the executive committee reviews the 990 with the board and entertains any questions they may have. The executive committee will recommend whether or not to file the 990 as presented and the board will votes on their recommendation. At this time the executive committee will also make any recommendations for the board's deliberation regarding governance, policies, disclosure, etc.”

“The written conflict of interest policy is regularly and consistently monitored and compliance enforced by the board of directors. The scope of this policy includes staff and board members. The policy is in place to identify, evaluate, and address any real, potential, or apparent conflicts of interest that might, in fact or appearance, call into question the duty of undivided loyalty to the foundation. The covered persons are to refrain from transactions with any other party with whom they have a significant or business relationship whereby the foundation's interests are compromised. A self disclosure from covered persons to the board is required on any potential conflicts of interest. The covered persons are to recuse from participating in any deliberation or decisions on such transactions. Covered transactions are reviewed by the board.”

“The process for determining the executive director's compensation entails a review and approval by major hospital's ceo and, also, reviewed by the foundation's board. Major hospital's human resource department provides comparable salary information to the ceo for determination of salary and documentation of the decision made is recorded in the employee's personnel file. Additionally, the foundation reimburses the hospital for the services provided by the executive director to the foundation.”

“Governing documents, conflict of interest policy, and financial statements are available upon request by contacting the foundation's office at 2451 intelliplex drive, suite 201, shelbyville, in 46176.”

“The foundation's board of directors reviews the annual financial statements. However, the independent accountant is selected by major hospital's board of directors. No changes have been made to the process from prior year.”