Bradford Hospital Foundation

“In 2017, the bylaws were revised to remove the foundation operating exclusively for the benefit of, or to carry out the purposes of bradford regional medical center (brmc) and such exempt organizations controled by brmc. The revision also removed requirement of brmc to approve actions related to amendments of the foundation's articles of incorporation and bylaws, the sale, lease or exchange of all or substantially all of the property or assets of the foundation, merger or consolidation with any other corporation, dissolution of the foundation, voting any membership or shareholder interest held by the foundation in any other corporation, any transfer of funds by grant, gift or loan from the foundation to an entity other than brmc or its affiliates, or selection or termination of any members of the board of directors of the foundation. The revision also revised the composition of the board of directors, introducing a nominating committee to recommend new board members, and removing the requirements to have the chairman of the board of brmc and the ceo of brmc on the board and no longer subject to the approval of the brmc board of directors.”

“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/her position on the board, and all present directors, shall submit in writing to the chairman a completed conflicts of interest disclosure form which complies with then-current internal revenue service guidance and a confidentiality statement as prepared by the executive director. Such forms shall be completed on an annual basis for each new and sitting director.”

“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.”

“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.”