Riverview Hospital Foundation Inc.

“The bylaws were amended during 2018. The following signifcant changes were made. The principle officers were changed to include a immediate past chairperson in addition to the already included chairperson, vice chairperson, and a secretary/treasurer. The bylaws also now included expanded language on conflicts of interest as follows: conflict of interest policy purpose. The purpose of the conflict of interest policy is to protect the corporation's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the corporation or might result in a possible excess benefit transaction (as that term is defined below). This policy is intended to supplement, but not replace, any applicable state and federal laws governing conflict of interest applicable to non-profit and charitable organizations. Notwithstanding anything contained herein to the contrary, the corporation acknowledges that certain members of the board of directors and officers of the corporation may be employees of the hospital member, and there shall be no recurring requirement to disclose such employment to the corporation in connection with the consideration of any transaction or arrangement hereunder. Definitions. For purpose of this article, the following terms shall have the following meanings: (a) compensation shall mean direct or indirect remuneration as well as gifts or favors that are not insubstantial. (b) excess benefit transaction shall mean any transaction or arrangement in which an economic benefit is provided by the corporation, directly or indirectly, to or for the use of any interested person (including members of his or her family and any entity which is thirty-five percent (35%) owned or controlled by such interested person) if the value of the economic benefit provided exceeds the value of the consideration (including the performance of services) received for providing such benefit. (c) financial interest shall mean any person who has, directly or indirectly, through business, investment, or family relationship, any of the following: (i) an ownership or investment interest in any entity with which the corporation has a transaction or arrangement; or (ii) a compensation arrangement with the corporation or with any entity or individual with which the corporation has a transaction or arrangement; or (iii) a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the corporation is negotiating a transaction or arrangement. A financial interest is not neccessarily a conflict of interest. Under section 8.4, a person who has a financial interest may have a conflict of interest only if the appropriate board of directors or committee decides the conflict of interest exists. (d) interested person shall mean any voting director, officer, or member of a committee (with powers delegated from the board of directors) who has a direct or indirect financial interest. If a person is an interested person with respect to any entity in the corporate organization of which the corporation is a part, he or she is an interested person with respect to all entities in that system. Duty to disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence and nature of his or her financial interest to the directors and members of committees with powers delegated from the board of directors considering the proposed transaction or arrangement. Determining whether a conflict of interest exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, the interested person shall leave the board of directors or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board of directors or committee members shall decide if a conflict of interest exists. Procedures for add”

“Continued periodic reviews. To ensure that the corporation operates in a manner consistent with its charitable purposes and that it does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects: (a) whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining; and (b) whether partnerships, joint ventures, and arrangements with management organizations conform to written polices, are properly recorded, reflect reasonable investment or payment for goods and services, further the corporation's charitable purposes and not result in inurement, impermissable private benefit or in an excess benefit transaction. Use of outside experts. When conducting the periodic reviews provided for in this article, the corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the board of directors of its responsibility for ensuring periodic reviews are conducted.”

“Riverview health foundation is a public benefit corporation organized as a nonprofit corporation under section 501(c)(3). There are two classes of members in the corporation, board members and hospital member. The number of members of the board of directors are between 3 and 30. There are two classes of directors, namely community and hospital. Community directors shall be elected by the members. Hospital directors are appointed by the hospital member, riverview hospital (d/b/a riverview health).”

“There are two classes of directors, namely community and hospital. Community directors shall be elected by the members. Hospital directors are appointed by the hospital member, riverview hospital (d/b/a riverview health). Hospital directors may only be removed by the hospital member.”

“The hospital member shall have the sole authority to approve the following matters: approving the operating and capital budgets, approving any unbudgeted expenditure in excess of $1,000, appointing or removing the executive director, granting any naming rights or signage in any facility of the hospital member, incurring any debt in excess of $1,000, entering into any transactions that are affiliated with a competitor of the hospital member, dissolving the corporation, entering into a material transaction outside the ordinary course of business, and adopting or revising any policy that would have a material adverse impact on the hospital member.”

“Form 990 is prepared by an independent cpa firm, drafts are reviewed by the foundation's executive director, foundation's executive committee, foundation's board of director chair, and cfo of riverview health. Draft changes are made and a final copy of the form 990 is reviewed and approved by the foundation's executive committee as well as provided to all voting board members.”

“The riverview health foundation is a charitable organization whose board members and foundation managers are chosen to serve the public purposes to which it is dedicated. These persons have a duty to conduct the affairs of the foundation in a manner consistent with such purposes and not to advance their personal interests. The conflict of interest policy is intended to permit the foundation and its board members and foundation managers to identify, evaluate, and address any real, potential, or apparent conflicts of interest that might, in fact or in appearance, call into question their duty of undivided loyalty to the foundation. Riverview health foundation requires each member of its board of directors and foundation executive director annually 1) to review the conflict of interest policy; 2) to disclose any possible personal, family, or business relationship that reasonably could give rise to a conflict of interest or the appearance of a conflict of interest, and 3) to acknowledge by his or her signature that he or she is acting and will act in accordance with the letter and spirit of such policy.”

“The individuals identified as executive director, other officers, and key employees for riverview health foundation are employees of riverview health and solely compensated by riverview health. The determination, review and documentation of this process is undertaken by riverview health. The process for determining compensation entails a collection of comparable data from other third party surveys annually by the human resources department of riverview health and documenation of decisions for approved salaries and wages by the human resources department.”

“The governing documents, conflict of interest policy, and financial statements are available upon request.”

“The foundation's board of directors and executive committee assume responsibility for oversight of the audit of the financial statements and no processes have changed from the prior year.”