Central Montana Medical Facilities Inc.

“The Executive Committee includes the President or Chair, Vice President or Vice Chair, Secretary and Treasurer and 2 members-at-large and their authority is similar to that of the full governing board.”

“Mr. Robert (Mike) Dowdy is a contract employee of Billings Clinic as of June 1st, 2017. Central Montana Medical Center became affiliated with Billings Clinic and Mr. Dowdy serves as the CEO. Billings Clinic was paid $265,883.83 for Mike's services during fiscal year 2018. The organization pays Billings Clinic a Management Fee of $25,000 per month for our affiliation.”

“The organization has two classes of membership: Class A general membership and Class B membership, with the sole member of the Class B Membership being Billings Clinic. Class A Membership in the Corporation shall consist of residents of Central Montana residing within the counties of Fergus, Judith Basin and Petroleum who are at least eighteen (18) years of age and who have or shall indicate their interest in the maintenance of adequate medical facilities and high standards of medical care in the area, served by CMMC, and who indicate a willingness and desire to be a member of the Corporation by attending and signing the register at the Corporation's annual meeting.”

“The board has two classes of directors. Class A Directors are elected by the Class A Members and Class B Directors are appointed by the Billings Clinic. There shall be at last nine but no more than thirteen Class A Directors. There shall be at least one but no more than two Billings Clinic Directors, as determined by Billings Clinic from time to time. Each Class A Director must reside within the counties of Fergus, Judith Basin or Petroleum. Two Class A Directors must be physicians holding privileges on CMMC's active Medical Staff. Further, so long as the Corporation remains obligated for the repayment of any long-term tax-exempt financing, underwritten through Fergus County, Montana, one Class A Director shall be selected from the Fergus County Commissioners. The Board and Billings Clinic shall communicate concerning the appointment of Billings Clinic Directors with the objective of selecting individuals who will work cooperatively with the Class A Directors for the benefit of CMMC.”

“Any amendment to the bylaws affecting the voting rights and powers of membership, must be approved by both a two-thirds majority of the board present at any regular or special meeting of the board and Billings Clinic. Additionally, Billings Clinic must consent to any amendment of the bylaws relating to CMMC's purpose, the membership, the members of the board, including but not limited to the number of directors, the composition of the board, the term of office of directors or the method or way in which directors are elected or selected.”

“A draft copy of the Form 990 is reviewed by the CFO and Board of Directors prior to its filing.”

“The organization regularly and consistently monitors and enforces compliance with the conflict of interest policy by discussing at the Board of Director Meetings and obtaining signed statements from members. All officers, board members, and key employees are covered by the policy. The board determines whether conflicts exist and all potential conflicts are reviewed by the board. Any person with a conflict is not allowed to vote on conflicted issues.”

“CMMC relies on Billings Clinic to establish appropriate compensation for the CEO. Compensation of the CFO is determined by the CEO. These processes take place on an annual basis.”

“The organization makes its governing documents, conflict of interest policy and financial statements available to the public upon request. A copy may be requested by calling, emailing, walk-in or via mail.”

“We offer Behavioral Health Counseling in our Care Coordination Department as of October 2017.”

“Medical/Professional Fees: Program service expenses 900,473. Management and general expenses 0. Fundraising expenses 0. Total expenses 900,473. Service Contracts: Program service expenses 596,986. Management and general expenses 360,023. Fundraising expenses 3,785. Total expenses 960,794. Purchased Services: Program service expenses 1,090,422. Management and general expenses 801,897. Fundraising expenses 0. Total expenses 1,892,319.”

“Change in Interest in Central Montana Foundation 201,015.”

“Dr. Laura Bennett is serving as Interim Co-CEO along with Alan R. Aldrich.”