Bradford Hospital Foundation

“Article iii of the bradford hospital foundation bylaws discuss the foundation's board of directors. Per excerpts below, bradford regional medical center should be considered a member of the bradford hospital foundation. Board of directors section 1. Powers: all powers of bradford hospital foundation (bhf) shall be exercised by and under the authority of the board of directors, hereinafter referred to as the "board and the business, property and affairs of bhf shall be managed under the board's direction. Provided, however, that the board shall obtain the approval of bradford regional medical center (brmc) before action on any of the following matters becomes final and effective: (a) amendment of the articles of incorporation of bhf or these bylaws; (b) the sale, lease or exchange of all or substantially all the property or assets of bhf; (c) merger or consolidation with any other corporation; (d) dissolution of bhf; (e) any transfer of funds by grant, gift, or loan from bhf; (f) voting any membership or shareholder interest held by bhf in any other corporation; (g) any other matter that by law would require the approval of brmc. Section 2. Composition of the board: the board shall consist of no fewer than five and no more than twelve directors, including the chairman of the board and the president of brmc who shall be directors, ex officio, with vote. The three to ten non ex officio directors will be appointed by brmc, with terms of three years. Thereafter. As the term of office of each director expires, a successor shall be appointed by brmc to hold office for a full term of three years. Each director shall then hold office for the term for which he is appointed and until his successor shall have been appointed and qualified or until his earlier death, resignation or removal. No director, officer or employee of brmc shall serve as a non ex officio director of bhf.”

“SEE ABOVE EXPLANATION.”

“SEE ABOVE EXPLANATION.”

“No committees have authority to act on behalf of the governing body.”

“A draft copy of the form 990 is reviewed for accuracy and completeness by the foundation's director and senior management of upper allegheny health system. A final draft copy of the form 990 is then provided to members of the board of directors to review and comment prior to filing with the irs.”

“The foundation's conflict of interest policy is presented and reviewed annually. Each member of the board completes a disclosure form. See the formal policy, as outlined in the organization's bylaws, below. Conflicts of interest: each director, prior to taking his position on the board, and all present directors as soon as practicable after the adoption of these bylaws, shall submit in writing to the chairman of the board and the chief executive officer a list of all business or other organizations (with the exception of brmc or its affiliated organizations) of which he is an officer, director, trustee, member, owner (either as sole proprietor or partner), shareholder with 5% or greater interest in all outstanding voting shares, employee or agent, with which bhf has, or might be reasonably in the future enter into, a relationship or a transaction in which the director would have conflicting interests. Each written statement will be resubmitted with any necessary changes each year. The chairman of the board shall become familiar with the statements of all directors in order to guide his conduct shall a conflict arise. At such time as any matter comes before the board in such a way as to give rise to a conflict of interest, the affected director shall make known the potential conflict whether disclosed by his written statement or not, and after answering any questions that might be asked him, shall withdraw from the meeting for so long as the matter shall continue under discussion. Should the matter be brought to a vote, the affected director shall not vote on it. In the event the conflict of interest affects the chairman, the secretary-treasurer is empowered and shall require that the chairman remove himself in the same manner, and for the duration of discussion and action on the matter the secretary-treasurer shall preside. If the matter is the item of business for which a special meeting of the board was called, the affected director shall not be counted to establish a quorum, nor shall he participate in the deliberations or vote on it.”

“The foundation's form 990, governing documents, conflict of interest policy and financial statements are available upon written request, for a legitimate business purpose (as determined by top management). Documents may be viewed at the foundation's office.”

“Settlement of intercompany balances -8,999,562.”

“The audit committee assumes responsibility for the oversight of the consolidated audit, as well as the choice of an independent accountant. The process has not changed from the prior year.”