Omc Regional Foundation

“The executive committee shall consist of the officers of the foundation and shall have the authority to exercise the power of the board to achieve their purpose, subject to limitations that may be imposed by the board or by law.”

“Management and support functions are delegated to olmsted medical center.”

“The corporation has one class of members. The sole member of the foundation is olmsted medical center.”

“Directors are elected by the foundation directors then in office, subject to the approval of olmsted medical center.”

“Olmsted medical center shall have authority over the following matters with respect to the foundation: (1) to approve all amendments to the articles of incorporation (2) to adopt, amend or repeal bylaws adopted, amended or repealed by the board of directors (3) to approve a plan of merger or consolidation of the foundation (4) to approve a plan of dissolution (5) to approve any and all directors of the foundation, as elected by the foundation's board of directors (6) to remove any director of the foundation, with or without cause, upon the recommendation of the foundation's board of directors (7) to approve the foundation's strategic plan and annual operating and capital budgets. The foundation director shall be elected by the foundation board, based on the recommendation of the chief executive officer of olmsted medical center.”

“The form 990 is prepared by an external accountant. A draft of the form 990 is reviewed in detail by the olmsted medical center financial services manager, controller, and cfo. Any necessary corrections and adjustments are made. The form 990 is reviewed by the executive director and cfo and presented to the compensation committee. The final form 990 is made available to the board members for their review prior to filing with the irs.”

“The conflict of interest policy applies to all board members, officers, and key employees of the foundation. All board members, officers, and key employees ("covered members") of the corporation annually signs a statement which affirms that each person has received and understands the conflicts of interest policy, has agreed to comply with the policy, and understands that the corporation is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. Unless a previously disclosed and documented conflict of interest is known to the board, all conflicts of interest are disclosed to the board by the covered member with the conflict(s). A covered member has disclosed a conflict if he or she promptly provides a description of the material facts comprising the conflict of interest to the board. If a covered member has a conflict of interest on any matter considered by the board, such matter is approved by the board in a manner that complies with the requirements of the third restated bylaws of olmsted medical center and minnesota statue section 317a.255. The covered member must abstain from voting on that issue.”

“The governing documents, conflicts of interest statements, and financial statements are not made available to the public. The annual form 990 report is available for public viewing by appointment.”