Hospice of Dayton Foundation

“Hospice of dayton became the sole member of ohio's hospice foundation with an affiliation agreement signed in july 2013.”

“As the sole member, hod has the exclusive authority by act of hod's board of directors to approve -removal of one or more trustees of the foudation's board of trustees.”

“As the sole member, hod has the exclusive authority by act of hod's board of directors to approve -amendment or repeal of the articles of incorporation, code of regulations or bylaws of the foundation, -change in the corporate purpose and mission of the foundation, -dissolution, liquidation or cessation of operations of the foundation, and, -merger or consolidation of the foundation, or sale or other disposition of all or substantially all of the foundation's property subject to the authority of hod as member, the foundation is controlled and managed under the direction of the board of trustees.”

“The form 990 was prepared by an outside accounting firm and reviewed by the cfo prior to being filed with the internal revenue service. The form 990 is sent via email to the full board and will be reviewed in session by the executive committee of the board of directors at their next meeting.”

“In the event any director, officer or executive of the organization shall have any direct or indirect interest in or relationship with any individual or organization that proposes to enter into any transaction with the organization for the sale, purchase, lease or rental of property or to render or employ services, personal or otherwise, such director, officer or executive shall forthwith give the board of directors, chair of the board or president of the organization notice of such interest or relationship and shall thereafter not be counted for the purpose of determining a quorum and shall refrain from voting or otherwise attempting to affect its decision to participate in such transaction. In the event that a challenge or question is raised whether conflict or duality of interest exists, the board or chair of the board of the organization shall determine that a duality of interest exists (by a 2/3 vote of the body). Minutes of appropriate meetings should reflect that such disclosure was made, and that such director removed himself/herself from the room and did not participate in the final discussion, and was not counted for the purpose of determining a quorum.the conflict of interest statement shall be reviewed annually for the information and guidance of directors, officers or executives and that any new directors, officers or executives be advised of the policy upon undertaking the duties of such office.”

“The executive committee of the ohi board of trustees utilized local market knowledge, annual performance evaluations and benchmark data to establish compensation for the ceo. The compensation of other officers and key employees is established by the ceo under guidelines established by ohi and affiliate boards of trustees as part of the budget process.”

“The organization makes its governing documents, conflict of interest policy and financial statements available to the public upon written request.”

“Ohi's finance committee has responsibility for the oversight of the audit of the consolidated financial statements and selection of an independent accountant this process is consistent with prior year.”