Recovery Resources DBA 407- Recovery Resources

“The metrohealth system, a county hospital established and operated pursuant to chapter 339 of the ohio revised code, is the sole member of the corporation.”

“The metrohealth system, the sole member, has the power to elect/approve members of the board of directors.”

“The metrohealth system, as the sole member of the corporation, shall have the following rights: (a) to approve people elected as directors. Ex-officio directors, such as honorary directors, may serve without member approval. (b) to remove a director at any time, and for any reason or no reason; except that, during the transition period the member may remove a director only for cause. (c) to approve the appointment of the chair, president and any vice chair of the corporation. (d) to terminate the president. During the transition period, the member may not terminate the president except (a) for cause or (ii) with the approval of the board of directors. (e) to approve all amendments to the articles and code of regulations. (f) the following financial oversight rights: (i) to approve each annual operating and capital budget and strategic plan of the corporation. (ii) to approve contracts obligating the corporation to expend or repay amounts not included in an annual budget approved by the member. (iii) to approve all investments of the corporation and its subsidiaries not included in an annual budget approved by the member. (iv) to approve the sale, lease, exchange, mortgage, pledge, donation, or other disposition of property and assets of the corporation not included in an annual budget approved by the member. (v) to approve the incurrence of debt or encumbrance of the corporation's assets not included in an annual budget approved by the member. (g) to approve the creation of subsidiaries or affiliates controlled or owned by the corporation. (h) to approve the appointment of independent auditors, the appointment of internal auditors, and all accounting policies of the corporation and its subsidiaries. (i) to approve, before implementation, all new written policies of the corporation's board of directors. (j) to approve all plans of merger, consolidation or voluntary dissolution of the corporation.”

“The finance department works with the independent accounting firm to prepare the form 990. A draft return is sent to the president, director of finance and operations, and members of the finance and investment committee for review before the return is finalized. The finance and investment committee reports to the full board and copies are made available to all directors prior to filing with the irs.”

“Each board member has an annual requirement to complete a questionnaire disclosing whether they have a conflict of interest. Throughout the year, members are required to disclose any changes in their relationships that might create a conflict of interest. If such a conflict exists, it is reviewed by a disinterested committee to determine whether it is material. If it is material, the member with the conflict will abstain from voting on all related matters. Due diligence to enforce this policy is done on an ongoing basis. A conflict of interest is not permitted to exist unless a majority of disinterested board members determine that the arrangement is in the organization's best interest and a more advantageous transaction or arrangement is not reasonably possible.”

“The director of human resources reviews published salary guides and compensation of ceos in like agencies, in order to make a recommendation to the executive committee regarding the compensation for the president. The board reviews and authorizes the president's compensation via an executed contract and identified deliverables. A similar process is followed for the compensation of other key employees.”

“The organization's governing documents, conflict of interest policy, and financial statements are available upon request, either in hard copy or pdf form, for the same period of time as set forth in irc section 6104(d).”