Marshall Foundation for Community Health

“Marshall medical center is the sole member of marshall foundation for community health.”

“Marshall medical center, as the sole member, has the right and power to appoint (and remove) the appointed members of the marshall foundation for community health's board of trustees.”

“None of the following actions may be taken without the approval of marshall medical center, as the sole member: (a) merger, consolidation, reorganization or dissolution; (b) amendment or restatement of the articles of incorporation or bylaws; (c) adoption of operating budgets; (d) adoption of capital budgets; (e) aggregate operating or capital expenditures that either exceed previously approved operating and capital budgets or unbudgeted, if the amount in excess of the unbudgeted expenditure is higher than the signature authority of the member's president; (f) long-term or material agreements; (g) appointment of an independent accountant or auditor; (h) the hiring of independent counsel; (i) the creation or acquisition of any subsidiary or affiliate entity; (j) contracting with any third party for management of assets or operations; (k) approval of business plans to develop major programs and services; (l) approval of strategic plans; (m) adoption of quality improvement policies; (n) any self-dealing transaction; (o) rehiring or compensating any officer or member of management; (p) election or removal of trustees; (q) appointment and removal of the executive director of philanthropy.”

“Prior to filing, the form 990 was reviewed by the executives, directors, and the board chair and copies were provided to all executive committee members.”

“The organization's conflict of interest policy applies to all elected trustees, officers and managing employees. Disclosure statements are completed annually and are collected and maintained by the board's secretary. Any conflict of interest or possible conflict of interest on the part of any trustee, officer or managing employee is disclosed in writing. After disclosure, the matter may be further discussed, including asking the questions of the conflicted individual. After such discussion, the conflicted individual leaves the meeting for further discussions and votes on the matter. The board, if appropriate, can appoint a disinterested person or committee to investigate alternative transactions that do not include a conflict of interest. After evaluating alternatives, the disinterested board members determine by majority vote whether to enter the transaction. If the board has reasonable cause to believe a trustee, officer, or, managing employee has failed to disclose actual or possible conflicts of interest, it informs them of the basis for such belief and gives them an opportunity to explain the alleged failure to disclose. If, after hearing the individual's response and after making further investigation as warranted by the circumstances, the board determines the individual has failed to disclose an actual or possible conflict of interest, it takes appropriate disciplinary and corrective action.”

“The organization's governing documents, conflict of interest policy and financial statements are available at the organization's office upon request.”