Mary Rutan Foundation

“The sole member of this organization is mary rutan health association of logan county, an ohio nonprofit corporation.”

“The sole member, mary rutan health association of logan county may participate in the election of the organization's trustees. The member shall exercise its right to vote at any meeting or to consent to any action without a meeting through its chairman, vice chairman, treasurer, secretary or president unless before such vote is taken or consent is given the board of trustees of the member provides a certified copy of a resolution stating that such authority is vested on some other officer or person.”

“The member shall exercise its right to vote at any meeting or to consent to any action without a meeting through its chairman, vice chairman, treasurer, secretary or president unless before such vote is taken or consent is given the board of trustees of the member provides a certified copy of a resolution stating that such authority is vested on some other officer of person. An annual meeting of the member is held for the election of trustees, for the consideration of reports and for such other business. In addition, the following matters are authorized only after authorization by the board of trustees and upon approval by the member: 1. Removal of trustee; 2. Amendment of the corporate regulations; 3. The purchase, sale or encumbrance of real property, or of substantially all of the personal property, of the corporation; 4. Merger or consolidation with any other corporation or legal entity; 5. Any changes to the articles of incorporation; 6. Adoption of the corporation's annual operating and capital budget; 7. Expenditures for (a) non-budgeted items in excess of $250,000; (b) items which are incuded in the corporation's annual budget but exceed the budgeted amount by $250,000 or more, and (c) executive compensation; 8. Execution of any contract with a term in excess of one year and representing an expenditure of more than $500,000; 9. Approve the selection of the ceo of the corporation; 10. Appointment of the corporation's auditors; 11. Adoption of the corporation's long range plans and management objectives; 12. Adoption of the medical staff by-laws; 13. Any other matters required by law to be submitted to the member or which the board determines by resolution to submit.”

“Form 990 is reviewed by the cfo, ceo, and members of the audit committee prior to filing. The board receives a copy before the return is filed.”

“Directors and officers of the corporation shall disclose to the board any situation wherein the director or officer has a conflicting interest or duality of interest that could possibly cause that person to act in other than the best interest of the corporation. Officers and directors must complete an annual statement of conflicts of interest. The responses to the conflict of interest are reviewed and determined if additional disclosure is necessary or if the answers need to be reviewed by legal counsel. Any member of the board having a known duality of interest or possible conflict of interest on any matter should make a disclosure of such conflict to the other trustees. Such person shall not vote or use his or her personal influence on the matter, but such person may be counted in determining the quorum for the meeting. The minutes of the meeting should reflect the making of the disclosure, and abstention from voting and the quorum situation. In addition, any officer of the corporation having a known duality of interest or possible conflict of interest on any matter before such officer for administrative action shall report the conflict to the president or, in the case of the president, to the chair. Such officer shall abstain from taking any administrative action on such matter. The conflict of interest policy is based on the irs model.”

“The documents are only made available at the written request of the interested party.”

“Transfer to mary rutan hospital -250,000.”

“The audit committee assumes responsibility for oversight of the audit. This process has not changed from the prior year.”