Washington State Rural Hospital Insurance Trust

“The Trust contracted with a third-party administrator (Vimly Benefit Solutions, Inc.) to provide bookkeeping and administrative services.”

“The Trust ceased operations and was dissolved by December 31, 2021.”

“The Board of Trustees comprised: a) five representatives of separate participating employer hospitals, as appointed by the Association of Washington Public Hospital Districts (Association); b) the Executive Director of the Association, who serves as Chair of the Board of Trustees (Chairperson), or may appoint a qualified individual to serve as Chairperson in his/her stead. If the appointed individual is not a seated trustee with voting capacity, the Executive Director will retain his/her voting capacity, and the appointed individual will have no authority to vote on any Board action or appoint individuals to either of the non-voting trustee positions described in c) or d) below; c) one appointment by the Chairperson of an individual whose position is Chief Financial Officer of one of the participating employers, who will serve as a non-voting trustee; and d) one appointment by the Chairperson of an individual whose position is Human Resources Manager of one of the participating employers, who will serve as a non-voting trustee.”

“The Form 990 was prepared by the independent accounting firm SCHOEDEL & SCHOEDEL, Certified Public Accountants, PLLC. A draft copy of the Trust's Form 990 was first provided to the Trust's consultants and advisors, who reviewed the Form 990 for accuracy and completeness. Any questions, concerns or issues raised by the consultants and advisors were addressed and any necessary revisions were made to the Form 990. The revised Form 990 was then provided to the Board of Trustees for its review and approval. Any additional questions, concerns or issues raised by the Board of Trustees were addressed and any necessary revisions were made to the Form 990. The final version of the Form 990 was reviewed and approved for filing by the Board of Trustees.”

“All proposed relationships with service providers were reviewed by Trust counsel for compliance with prohibited transactions. All agreements between the Trust and service providers authorized to conduct transactions on behalf of the Trust were provided to Trust counsel for review before execution to ensure that, wherever possible, the agreement contains appropriate restrictions or other protections against prohibited transactions with parties in interest. In addition, all interested persons were required to disclose any actual or possible conflict of interest as soon as it became known or should have become known. An interested person is defined as any member of the Board of Trustees or other individual or organization which is delegated with fiduciary responsibility for the assets of the Trust, who has a direct or indirect financial interest, other than being a participant in the Trust. An interested person may have made a presentation at the meeting of the Board of Trustees, but after the presentation, he/she was required to leave the meeting while the remaining Trustees deliberated and voted on the matter. The Chairperson of the Board of Trustees, if appropriate, appointed a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the Board of Trustees determined whether the Trustees was able to obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not have given rise to a conflict of interest. If a more advantageous transaction or arrangement was not reasonably possible under circumstances not producing a conflict of interest, the Board of Trustees determined by majority vote of the disinterested Trustees whether the transaction or arrangement was in the Trust's best interests, for its benefit, and whether it was fair and reasonable. In conformity with the above determination, it made its decision as to whether to enter into the transaction or arrangement. The minutes of the meetings of the Board of Trustees and all committee meetings contain: 1) the names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Trustees' decision as to whether a conflict of interest existed; and 2) the names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussions, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.”

“There were no compensated management officials, officers or key employees of the organization. If the organization had such compensated individuals, policies and procedures would have been developed to determine compensation.”

“The Trust's governing documents, conflict of interest policy, and Form 990 are available to the general public upon written request sent to the Trust in care of Vimly Benefit Solutions, Inc. at: P.O. Box 6; Mukilteo, WA 98275.”

“The Trust did not compensate any of the members of the Board of Trustees. One Trustee was the Executive Director of the Association of Washington Public Hospital Districts (the Association), the sponsor of the Trust. The other Trustees were administrators, chief executive officers, chief financial officers, chief operations officers, or other senior executives of participating employer hospitals. The Executive Director of the sponsor understood that, as part of his employment expectations for the Association, he must serve as the Trust's Chairperson of the Board. His regular compensation from the Association took into consideration services performed by him in regard to the Trust. The remaining Trustees served on a volunteer basis, and received no known compensation from their employers or any other party for their services on the Board. The Trust did not readily have access to information related to compensation paid by other entities to the Trustees.”

“The Trust ceased operations and was dissolved by December 31, 2021.”