Fremont-Rideout Foundation

“The entity revised their bylaws effective april 11, 2018. The following are the changes made to their previous bylaws: - primary purpose is to support, benefit, and further the charitable, scientific and educational purposes of the fremont-rideout health group and its affiliates. - the foundation currently does not have a sole member. Following the expiration of the affiliation agreement with stone point health and adventist health system/west, dba adventist health, dated october 6, 2017, rideout memorial hospital will be made the sole corporate member of the foundation. - the duties of officers were revised. - the foundation board has the overall responsibility for operation and management of all affairs. The board size shall be no more than eleven (11) and no less than seven (7) with the exact number fixed by a resolution of the board. Three (3) of the directors shall be appointed by stone point health. The board does not receive compensation for their services as directors. - the board may establish and appoint directors to one (1) or more committees, each consisting of two (2) or more directors as appropriate. At least one-third of the membership of any committee shall be comprised of stone point directors. The foundation has the following three committees: nomination, affiliation, and fund development committees. - certain amendments to the articles of incorporation and bylaws require approval by a majority of the foundation's stone point health directors.”

“Fremont-rideout health group was sole member until april 1, 2018 when the affiliation with adventist health took effect. The foundation currently has no members. Prior to this date the member was as follows: the sole member of the foundation (the "member") shall be the fremont-rideout health group, a california non profit public benefit corporation, and this member shall have one (1) vote with respect to the matters or actions submitted to the member for vote, approval, or consent. The member shall have all power and authority conferred upon it by the articles of incorporation of the foundation, these bylaws and the california nonprofit public benefit corporation law.”

“The sole member of the organization had the power to elect and remove directors until april 1, 2018. After that time three of the directors shall be appointed by stone point health.”

“Fremont-rideout health group was sole member until april 1, 2018 when the affiliation with adventist health took effect. Prior to this date, the member had the right to exercise its membership rights through its board of directors; however, that board may, by resolution, authorize one or more of its officers to exercise its vote on any matter to come before the membership of this corporation. In addition, the member may exercise its membership rights at any regular or special meeting of the board of directors of the member, including the following: (a) removal of any or all the directors, as provided herein; (b) selection of directors from a panel of qualified nominees nominated by this corporation's board of directors; (c) selection and removal of agents and employees of this corporation; (d) selection and removal of "foundation director", fixing compensation, benefits, and prescribing duties; or (e) any other powers specified herein. Prior to april 1, 2018, the following actions may not be taken by the board of this corporation without obtaining the approval of the member; (a) adopt or implement the annual operating and capital budget of this corporation, or effectuate any purchases or financing however structured, in an amount equal to or exceeding $10,000; (b) adopt any article or bylaw change; (c) implement any merger, consolidation, affiliation, joint venture activity or alliance between this corporation and any other entity; (d) form any new corporation or otherwise own or control any other corporation or entity as a shareholder, member, partner, or joint ventures. As of the affiliation, certain provisions in the articles and bylaws may only be amended if approved by a majority of the stone point health directors.”

“A full copy of the form 990 will not be made available to the full board prior to filing as the legal board of the entity has provided approval and authorization for the corporation's officers to file the form 990.”

“Directors and key employees are required to sign conflicts of interest statements annually which are reviewed by in-house counsel or the compliance officer. Board members are excused from any portion of the meetings where their personal interest would create a conflict on an issue or influence a vote.”

“The filing organization did not compensate its top management official, any officers or key employees during the tax year. Compensation was determined and paid by a related organization.”

“The foundation does not make its governing documents, conflict of interest policy, or financial statements available to the public.”

“Refund of prior year grant -15,000.”