Wayne Memorial Hospital

“Business and family relationships: hugh rechner has a family relationship with christine rechner, a trustee of the wayne memorial long term care and member of the system board by virtue of position. Matt meagher has a family relationship with paul meagher, a trustee of the wayne memorial long term care. David hoff (ceo), james pettinato (director of patient care services), john conte (director of facility services), james hockenbury (director of ancillary services), patricia dunsinger (cfo beginning 01/19), and mike clifford (cfo ending 12/18) are compensated by wayne memorial health system, a related organization.”

“Delegate management duties: wayne memorial health system, inc., provides management over the organization through direct employment of the directors and officers of the organization. The management services provided are reimbursed to wayne memorial health system through a management fee.”

“SIGNIFICANT CHANGES TO GOVERNING DOCUMENTS: ARTICLE I, PURPOSE. THE PURPOSE OF THE CORPORATION SHALL BE: - TO ESTABLISH AND MAINTAIN A HOSPITAL TO SERVE THE RESIDENTS OF WAYNE COUNTY AND THE SURROUNDING AREA. - TO PROVIDE MEDICAL CARE AND SERVICES TO ALL PERSONS IN NEED, REGARDLESS OF RACE, COLOR, CREED, NATIONAL ORIGIN, SEX, SEXUAL ORIENTATION OR FINANCIAL STATUS. - TO DEVELOP, FOSTER AND SUPPORT THE MEDICAL EDUCATION OF THE PATIENTS SERVED, THE STAFF AND THE COMMUNITY. - TO MANAGE, OPERATE OR PARTICIPATE IN, SO FAR AS HOSPITAL POLICY AND CIRCUMSTANCES MAY WARRANT, ACTIVITIES DESIGNED AND CARRIED ON TO PROMOTE THE GENERAL HEALTH OF THE COMMUNITY. THE CORPORATION IS INCORPORATED UNDER THE PENNSYLVANIA NONPROFIT CORPORATION LAW, FOR CHARITABLE, SCIENTIFIC AND EDUCATION PURPOSES WITHIN THE MEANING OF 501(c)(3) OF THE INTERNAL REVENUE CODE OF 1986, OR ANY CORRESPONDING PROVISIONS OF ANY SUBSEQUENT FEDERAL TAX LAWS, INCLUDING, FOR SUCH PURPOSES, THE MAKING OF DISTRIBUTIONS TO ORGANIZATIONS THAT QUALIFY AS EXEMPT ORGANIZATIONS UNDER SAID SECTION. NO PART OF THE NET EARNINGS OF THE CORPORATION SHALL INURE TO THE BENEFIT OF, OR BE DISTRIBUTABLE TO ITS DIRECTORS, OFFICERS, OR OTHER PRIVATE PERSONS, EXCEPT THAT THE CORPORATION SHALL BE AUTHORIZED AND EMPOWERED TO PAY REASONABLE COMPENSATION FOR SERVICES RENDERED AND TO MAKE PAYMENTS AND DISTRIBUTIONS IN FURTHERANCE OF THE PURPOSES SET FORTH ABOVE. NO SUBSTANTIAL PART OF THE ACTIVITIES OF THE CORPORATION SHALL BE THE CARRYING ON OF PROPAGANDA, OR OTHERWISE ATTEMPTING TO INFLUENCE LEGISLATION, AND THE CORPORATION SHALL NOT PARTICIPATE IN, OR INTERVENE IN (INCLUDING THE PUBLISHING OR DISTRIBUTION OF STATEMENTS) ANY POLITICAL CAMPAIGN ON BEHALF OF ANY CANDIDATE FOR PUBLIC OFFICE. NOTWITHSTANDING ANY OTHER PROVISION OF THESE BYLAWS, THE CORPORATION SHALL NOT CARRY ON ANY OTHER ACTIVITIES NOT PERMITTED TO BE CARRIED ON (A) BY A CORPORATION EXEMPT FROM FEDERAL INCOME TAX UNDER 501(a) DESCRIBED IN 501(c)(3) OF THE INTERNAL REVENUE CODE OF 1986, OR THE CORRESPONDING PROVISIONS OF ANY SUBSEQUENT FEDERAL TAX LAWS, OR (B) BY A CORPORATION, CONTRIBUTIONS TO WHICH ARE DEDUCTIBLE UNDER 170(c)(2) OF THE INTERNAL REVENUE CODE OF 1986 OR THE CORRESPONDING PROVISIONS OF ANY SUBSEQUENT FEDERAL TAX LAWS. THE CORPORATION DOES NOT CONTEMPLATE PECUNIARY GAIN OR PROFIT, INCIDENTAL OR OTHERWISE. ARTICLE II, MEMBERSHIP. SECTION 1, GENERAL: WAYNE MEMORIAL HEALTH SYSTEM, A PENNSYLVANIA NONPROFIT CORPORATION, SHALL BE THE SOLE MEMBER OF THIS CORPORATION WITH THOSE RIGHTS RESERVED TO THE SOLE MEMBER AS SPECIFIED IN THESE BYLAWS. ARTICLE III, BOARD OF TRUSTEES. SECTION 1. POWERS RESERVED TO THE SOLE MEMBER: (B) MERGER OR CONSOLIDATION WITH, OR THE SALE OF SUBSTANTIALLY ALL THE ASSETS OF, THE CORPORATION TO ANY OTHER ENTITY SECTION 4. SPECIFIC DUTIES OF BOARD: (D) THE REVIEW AND APPROVAL OF THE BYLAWS OF THE HOSPITAL'S MEDICAL STAFF; (E) ESTABLISHING AND IMPLEMENTING A PROCEDURE FOR PROCESSING AND EVALUATING APPLICATIONS FOR MEDICAL STAFF APPOINTMENT AND GRANTING OF CLINICAL PRIVILEGES; (F) THE APPROVAL OF ANY AUXILIARY ORGANIZATIONS TO BE ESTABLISHED BY THE HOSPITAL ARTICLE VI, THE MEDICAL STAFF. SECTION 1. ORGANIZATION OF THE MEDICAL STAFF: THE BOARD SHALL APPOINT A MEDICAL STAFF WHICH SHALL OPERATE IN ACCORDANCE WITH THESE BYLAWS AND THOSE BYLAWS OF THE MEDICAL STAFF WHICH SHALL BE APPROVED BY THE BOARD. THE MEDICAL STAFF SHALL OPERATE AS AN INTEGRAL PART OF THE HOSPITAL AND, THROUGH ITS COMMITTEES AND OFFICERS, SHALL BE RESPONSIBLE AND ACCOUNTABLE TO THE BOARD FOR THE QUALITY OF MEDICAL CARE PROVIDED TO PATIENTS OF THE HOSPITAL, THE ETHICAL CONDUCT AND PROFESSIONAL PRACTICE OF ITS MEMBERS, AND THE DISCHARGE OF THOSE DUTIES AND RESPONSIBILITIES DELEGATED TO IT BY THE BOARD FROM TIME TO TIME. SECTION 2. BYLAWS OF THE MEDICAL STAFF: (A) THE MEDICAL STAFF SHALL ADOPT AND RECOMMEND TO THE BOARD MEDICAL STAFF BYLAWS, RULES AND REGULATIONS AND ANY AMENDMENTS THERETO FOR ITS INTERNAL GOVERNANCE. THE MEDICAL STAFF BYLAWS S”

“Members or stockholders: the board shall consist of those individuals who are trustees of wayne memorial health system, a related organization. Their term of office shall coincide with their term of office on the board of wayne memorial health system. Resignation or removal from the board of wayne memorial health system shall constitute resignation or removal from the board of this corporation. The following decisions of the governing body are subject to approval by wayne memorial health system, inc.: (a) amendment of the bylaws or the articles of corporation (b) merger or consolidation with any other entity (c) dissolution and distribution of assets in connection therewith (d) election of officers of this corporation (e) adoption of investment policies and selection of investment advisors (f) investment of restricted gifts (g) selection of auditors and attorneys (h) adoption of operating and capital budgets (i) approval of fund-raising programs (j) donation or transfer of any asset with an aggregate value in excess of such amount as may be determined by the board of wayne memorial health system from time to time (k) creation of any lien or security interest in assets of the corporation (l) designation or restriction of gifts with a market value in excess of such amount as may be determined by the board of wayne memorial health system from time to time, and (m) any other matter that would require the approval of the members of a pennsylvania nonprofit corporation.”

“990 review policy: the form 990 is prepared by an independent accounting firm based on the audited financial statements and information provided by the accounting department of the organization. A copy of the form 990 will be reviewed with the resource management committee which is responsible for the financial oversight of all entities of the wayne memorial health system. A copy of the 990 will be distributed via e-mail to each board member before the return is submitted to the irs. Management will discuss any questions that any board member may have at the next full board meeting.”

“Conflict of interest policy: conflict of interest statements are completed by every board member and manager annually. Each individual is required to sign and return the statements to the administration office. The audit committee is responsible for monitoring compliance with any conflict of interest throughout the year. If a conflict arises, the person with the conflict will recuse themselves from voting and/or discussing the matter.”

“Compensation review: wayne memorial health system, inc., (and all related entities) utilizes a compensation committee of the board to set compensation of its ceo and other senior managers, including cfo, director of patient care services, director of human resources, director of facility services, director of ancillary services and the executive director of the wayne memorial health foundation. The compensation committee is made up of independent directors, who, with the assistance of a national compensation consulting firm, utilize comparable data from the marketplace, looking at such things as comparable organizations in terms of revenue, size, complexity and geographic region. The organization has adopted a philosophy of paying at the 50th percentile of the marketplace. All meetings of the compensation committee are documented and minutes are maintained of the deliberation and decision-making process. The process normally occurs in october of the year the compensation changes are granted.”

“Document disclosure: the organization makes its governing documents, conflict of interest policy, and/or financial statements available to public upon request.”

“Reportable compensation: patricia dunsinger previously held the position of chief accountant prior to taking over the chief financial officer position on 1/1/19. Her compensation for her role as chief accountant has been reported in part vii, columns e & f.”

“Other program services: the organization provided grants to wayne memorial community health centers. See schedule i for more information.”

“Reconciliation of net assets: other changes in net assets are as follows: $ 2,448,848 change in interest in net assets of foundation 217,159 transfer from affiliate (7,732) change in beneficial interest in perpetual trust (506,932) change in defined benefit pension plan ------------ $ 2,151,343”

“Description:professional service fees total fees:5351412”

“Description:purchased service fees total fees:4251748”

“Description:temporary/leased employee fees total fees:1548208”

“Description:collection expenses total fees:302935”

“Description:maintenance contracts total fees:117360”

“Description:trustee fees total fees:15059”