Community Clinics at Memorial Regional

“The President, Treasurer and Secretary are ex officio members of the board and have no voting rights.”

“An Executive Committee may be appointed at the annual meeting or any regular or special meeting. Duties may include: authorizing distributions of the Corporation's assets; electing, appointing or removing an officer, amending Articles of Incorporation, adopting, amending or repealing Bylaws; approving sale, lease, exchange or other disposition of all, or substantially all of the Corporation's property; take any action specifically prescribed by the Board of Directors.”

“Nominations for elected positions on the Board of Directors may be made by motion of a Director upon being seconded at a lawfully called meeting of the Board. The slate of nominations is presented by the Board of Directors for the review and approval of the Board of Trustees of MRH. Each Director will be appointed or re-appointed upon the majority approval of the Board of Trustees of MRH.”

“The power to alter, amend, or repeal the bylaws or adopt new Articles of Incorporation is vested with the board of directors, with the review and approval by majority vote of the Board of Trustees of MRH.”

“The Organization provides a copy of the Form 990 to the board prior to filing with the IRS.”

“The Organization has a conflict of interest policy where officers and board members are required to disclose any potential conflicts on an annual basis and at the beginning of any meeting at which a topic related to the financial interest is to be discussed. After disclosure of all material facts the interested person shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members decide if a conflict of interest exists. The Chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.”

“Compensation is paid by a related organization. The related organization has processes in place to determine the appropriate compensation.”

“The Organization does not make its governing documents or financial statements available to the public.”

“Write-off of related party payable/receivable not paid due to the closure of Home Health & Hospice & Open Heart Advocates -156,665.”

“The Organization is reporting a prior period adjustment related to the closure of Home Health and Hospice from 2022. The adjustment is due to an incorrect breakout of net assets between Community Clinics and the related entity, Memorial Regional Health, in the condensed combining information of the Memorial Regional Health audited financial statements.”