Butler Health System Foundation

“Per the by-laws of the organization, the organization shall have one corporate member, butler health system, inc. There shall be no other members.”

“Butler health system, inc., the corporate member of the organization, appoints the members of the board of trustees.”

“As per the by-laws of the organization, the subject matters of the powers reserved to the member are as follows: a. The number of trustees that will comprise the board b. The election of trustees c. The removal of any trustee for cause from the corporation's board of trustees and approval of the replacement of any such removed trustee for the unexpired portion of the term d. The election, re-election, appointment and reappointment of all officers of the board e. The amendment, revision, or restatement of the corporation's articles of incorporation and/or by-laws f. The adoption or change in the mission, purpose, philosophy or objectives of the corporation g. The change in the general structure of the corporation as a voluntary, nonprofit corporation h. The dissolution, division, conversion or liquidation of the corporation, the consolidation or merger of the corporation with another corporation or entity, or the acquisition of substantially all of the assets of another corporation or entity, subject to the provision of the articles of incorporation i. The corporation's borrowing of money, issuance of indebtedness and/or incurrence of guarantees, whether in a single transaction or a series of related transactions, whether or not such borrowings or guarantees are to be secured by a mortgage, pledge or other lien on the corporation's current or future real property, personal property or endowment funds j. Approval of the annual capital and operating budgets of the corporation and any amendments thereto k. Approval of any charitable donation, other than to the member or butler ["butler" is defined as butler health system and its related and butler health system foundation 26-1543883 affiliated nonprofit entities including butler healthcare providers d/b/a butler memorial hospital ("butler memorial hospital"), butler medical providers and nixsar] by the corporation in an amount exceeding $5,000 per donee or in an amount exceeding $25,000 in the aggregate during any one fiscal year" l. Approval of any transfer other than charitable donations of the corporation's assets unless specifically authorized in the corporation's approved budgets m. Approval of change of membership or voting rights of the member. N. Approval of the strategic plans and/or investment policies of the corporation and any subsidiary of the corporation.”

“The organization has a cpa firm prepare its form 990. The return is completed in draft form and reviewed by management of the organization. The form 990 is then provided to the board of directors for review before it is filed.”

“A web-based software program is used to administer a conflict of interest disclosure form and questionnaire annually to all board trustees, key employees and certain other directors, managers and contracted physicians. Compliance in completing the form is required at 100% for officers, trustees and key employees. The disclosures are reviewed by the compliance officer, chief legal officer and certain board committees. Additionally, the organization has a conflict of interest policy that is shared with employees, medical staff and business partners through one or more of the following methods: posting on the organization's intranet website, on the organization's public world wide website, in its policy manual and in its corporate code. Reports and subsequent findings of non-compliance result in disciplinary action through human resources, the office of medical affairs, or through company sanctions towards business partners.”

“The board of trustees recognizes the great challenges and difficulties that healthcare executives face, particularly in the current era of national and state healthcare reform. In addition, the pittsburgh regional market is highly competitive and changing rapidly. The board competes for and seeks executive talent on a national basis. It engages expert compensation consultants, utilizing national comparative data to guide the determination of competitive, appropriate levels of compensation. The executive compensation process is overseen by the executive/compensation committee of the ihs board of trustees. The committee is composed entirely of "disinterested" members with no conflicts of interest. The total compensation program for executives consists of cash compensation and benefits. Factors taken into consideration in determining compensation for executives include: market demand and competition for similar positions, experience and tenure, and actual performance and effectiveness. Based on these and other pertinent criteria, ihs targets total compensation to fall within a range of the 25th to 75th percentile of the market. Ihs executive compensation generally will not exceed the 75th percentile of the market. Exceptions to this may be subject to review and recommendation by the compensation committee, which in turn is subject to review and approval by the board of trustees. Exception must be supported by organizational and/or individual performance, or a retention/recruitment circumstance that warrants such compensation. The compensation committee consists exclusively of independent individuals with no real or perceived conflicts of interest in recommending executive compensation guidelines and levels. While benefits are accounted for in schedule j, actual "take home" pay to the executive typically consists only of base salary, and incentive award earned, if earned. Applicable taxes or other withholdings are deducted. Annual increases in base pay, if any, are based on competitive market trends from the comparison group. Supplemental retirement benefits are used as a vehicle for executive recruitment and retention with appropriate vesting periods. The board of trustees reviews and approves executive compensation in its entirety, including the use of "tally sheets", which disclose 100% executive compensation. The board of trustees engages external compensation and legal expertise to assure reasonableness of executive compensation levels.”

“The organization makes its form 990 and form 990-t available to the public upon request.”

“At this time, the organization does not make its governing documents, conflicts of interest policy, and financial statements available to the general public.”

“Other fees: program service expenses 0. Management and general expenses 0. Fundraising expenses 114,999. Total expenses 114,999.”

“Net assets released -564,186. Distributions received and other 80,662. Restricted investment income 23,051. Other changes -100.”