Hills & Dales Foundation Inc.

“The Executive Committee shall consist of the Chairperson, the Vice Chairperson, the Secretary and the Treasurer of the Board of Directors. The Executive Director and the President shall serve as ex officio members of the Executive Committee without vote. The Executive Committee shall meet at the call of the Chairperson, and exercise such functions and powers as the Board provides, and shall otherwise manage the affairs of the Corporation between meetings of the Board of Directors.”

“The bylaws were amended in May 2022 and removed specific reference to supporting Hills and Dales General Hospital.”

“Hills & Dales Healthcare Corporation is the sole member of the organization.”

“Hills & Dales Healthcare Corporation, as the sole member, shall have the power to elect the members of the governing body.”

“The following actions may be taken by the organization only upon written approval of the Board of Trustees of Hills & Dales Healthcare Corporation: A: Adoption, amendment, or other modification of the Bylaw or Articles of Incorporation; B: Any mergers, consolidation, reorganization, other change in the corporate structure or the creation of any corporate subsidiary; C: Participation in any partnership, limited partnership, corporation, association or other form of joint venture or shared service with any other party; D: Creation, incurrence, or assumption of indebtedness, commitments, or any contractual obligations with respect to borrowed money, guarantees, endorsements, leases, or other type of direct contingent liabilities, in excess of $150,000 for any one item; E: Creation, incurrence, or assumption of any mortgage, pledge, security agreement, encumbrance, or other lien of any kind in any property or assets of the organization; F: Acquisitions, by purchase, lease or by any other method of real estate, capital improvements, or equipment in excess of value of $150,000 for any such item; G: Any material change in the services of programs of the organization, including the termination of existing services, the addition of new services, or any major expansion or contraction of existing services or programs; H: Adoption, amendment or modification of the annual operating and capital budgets of the Foundation; I: Adoption, amendment or modification of the mission and goals of the Foundation, and its long-range and short-range strategic plans. J. Appointment of persons to serve, or removal of persons serving on, the Board of Trustees of the Foundation K. Setting the total number of Trustees to serve on the Board of Trustees of the Foundation L The appointment and/or removal of the President and Chief Executive Officer of the Foundation.”

“The 990 was reviewed by the Director of Finance. A copy was provided to the Trustees for their review at the next board meeting.”

“Enforcement of Conflicts Policy. The conflict of interest form is completed annually and monitored for compliance by the CEO and the Chairman of the Board. When a conflict exists, the Board member notifies the rest of the Board of the Conflict. The Board member is allowed to discuss the matter at hand, however, the member with the conflict is not allowed to vote on any conflicted issue. This policy covers all Board members, officers, administrative staff members and Medical Staff members with administrative responsibilities.”

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

“Hills & Dales General Hospital, a related tax-exempt organization, employs all individuals and is responsible for filing all required Hills & Dales Foundation 35-2368240 federal employment tax returns. Payroll expenses are allocated to Hills & Dales Foundation and reported on the appropriate lines in Part IX.”

“Audited Financial Statements: The financial statements for Hills and Dales Foundation are included in the consolidated audit of Hills and Dales Health Care Corporation and Subsidiaries for the 15 month period from October 1, 2021 to December 31, 2022.”