Baptist Healthcare Foundation Inc

“Baptist Healthcare System, Inc. (EIN: 61-0444707) is the sole member of Baptist Healthcare Foundation, Inc.”

“Baptist Healthcare System, Inc., the sole member, has the authority to appoint all Board members for Baptist Healthcare Foundation, Inc.”

“The consent & approval of the sole member shall be required for all major corporate actions, and any act the result of which would be to: (a) amend, repeal or alter the articles of incorporation or bylaws; (b) merge or consolidate or agree to merge or consolidate the corporation with or into any other corporation; (c) liquidate, reorganize or recapitalize the corporation; (d) create or incur any unbudgeted indebtedness which exceeds $50,000; (e) make any capital expenditure which exceeds $50,000; (f) authorize the execution of any contract, agreement or similar instrument by which the corporation may be obligated to pay more than $50,000 in any year; (g) other than acquiring marketable securities held for investment purposes, acquire any stock of any corporation or invest in or acquire any interest in any business enterprise; (h) sell or agree to sell or otherwise dispose of all or a substantial part of the assets of the corporation or any investment or interest in any business enterprise, other than marketable securities disposed of in the ordinary course of the corporation's activities; (i) approve the corporation's annual operating budget & capital expenditures budget; (j) accept any gift that requires the corporation or the Member to match funds, to carry out substantial new activities in connection with the gift, or that is made subject to restrictions that are not clearly consistent with the corporation's charitable purposes or with the Member's mission; (k) accept any gift of real property (l) accept any gift that requires the corporation to assume indebtedness; (m) make any gift or contribution to any organization other than the Member unless such gift or contribution is approved by the Member or is consistent with guidelines established by the Member; (n) adopt investment guidelines or select a fund manager.”

“The IRS Form 990 is internally prepared and reviewed by finance and foundation management. The governing body receives an electronic copy of the Public Disclosure Copy of the Form 990 for review prior to filing with the IRS. Any questions or comments are addressed by explanation or a change to the form.”

“A conflict of interest is any circumstance, relationship, (financial or otherwise), activity or decision made in the course of governance, management or professional responsibilities or otherwise, that adversely influences or appears to adversely influence the ability of a covered person, (any director, officer, non-director member of a committee with governing board delegated powers or other person in a similar position of authority over Baptist Healthcare Foundation,(BHF), including executive management)to: 1) make objective decisions on behalf of BHF and/or 2) act in the best interests of BHF in a manner consistent with the tax-exempt purposes of BHF. Annually the Chief Legal Officer and Secretary of Baptist Healthcare System, Inc. (BHS) sends out a conflict of interest questionnaire to each of the directors serving on the Board of Baptist Healthcare Foundation. The completed questionnaires are reviewed by the Board of Directors or the Governance Effectiveness Committee for any potential conflicts. The Board or Committee will determine by a majority vote of disinterested directors whether the disclosed financial or special interest may result in a conflict of interest. If, subsequent to completion of the annual questionnaire, any covered person becomes aware of a financial or special interest that could give rise to a conflict of interest with respect to a proposed contract, transaction, or arrangement involving BHF, the covered person will promptly disclose the interest.”

“Officers of Baptist Healthcare Foundation, Inc. are not employees of Baptist Healthcare Foundation, Inc. but are employees of Baptist Healthcare System, Inc., a tax-exempt 501(c)(3) organization which is the sole member of Baptist Healthcare Foundation, Inc. The officers are compensated by Baptist Healthcare System, Inc. Annually, the Baptist Healthcare System, Inc. Compensation Committee reviews the compensation, including base compensation and incentive compensation for the President. The Baptist Healthcare System, Inc. Compensation Committee is comprised of independent Board Members. The Committee retains a Compensation Consultant to advise the Committee and who provides data as to comparable compensation for similarly qualified persons in functionally comparable positions at similarly situated healthcare organizations. The Committee reviews this information in approving annual base and incentive compensation and other items of reportable compensation described on Schedule J of the IRS Form 990. The decisions of the Committee regarding compensation are contemporaneously documented in the minutes of the Committee. Annually, the Committee Chairperson and the Compensation Consultant provide a report on executive compensation to the full Board of Directors of Baptist Healthcare System, Inc. All other officers of the Foundation are not employees of the Foundation nor are they compensated by the Foundation.”

“The organization will provide any documents open to public inspection upon request.”

“Officers for Baptist Healthcare Foundation, Inc. provide services to Baptist Healthcare System, Inc. and its subsidiaries. Hours worked are not tracked on an entity by entity basis. Therefore, all officers' hours reported on Form 990, Part VII, Compensation of Officers, Directors, Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors represent aggregate hours worked per week for all entities. R. Christion Hutson, Victoria Buster and Gerard Colman received compensation from Baptist Healthcare System, Inc., a related organization of Baptist Healthcare Foundation. The compensation they received is for their role at Baptist Healthcare System, Inc., and not for their role as a Director of Baptist Healthcare Foundation, Inc.”

“The employment tax returns for the employees reported on Line 2a were reported under a common paymaster. The employment taxes were reported and paid by Baptist Healthcare System, Inc. (EIN:61-0444707).”

“Other Change -212,661.”