Northern Montana Health Care Foundation Inc.

“Kim Lucke, Christen Obresley, Claire Wendland, and David C. Henry have business relationships.”

“David C. Henry, President/CEO is employed by Fundamental Financial Group, an unrelated management company. Northern Montana Hospital (NMH), pays the unrelated management company for David's services provided to the Hospital, Northern Montana Health Care, Inc. and Northern Montana Health Care Foundation. The President/CEO's responsibilities include implemeting decisions and supervising the management, administration and operation of the Hospital and the related, exempt organizations. The amount compensation paid during fiscal year 2014 was $396,000.”

“The sole member of Northern Montana Health Care Foundation, Inc. is Northern Montana Health Care, Inc.”

“Northern Montana Health Care Foundation, Inc. may not elect trustees to the board except from a slate prepared by the Nominating Committee of the corporation and approved by the sole member.”

“The sole member of Northern Montana Health Care Foundation, Inc. has the right and power (a) to remove any trustee from office at any time, with or without cause; (b) to propose and approve (1) a plan of dissolution or liquidation of the corporation or (2) a plan of merger or consolidation of the corporation with another corporation; and (c) to propose and approve amendments to the Articles of Incorporation of the corporation. All powers of the corporation shall be exercised by and under the authority of the board of trustees, and the property, business and affairs of the corporation shall be managed under the board's direction. The board of trustees may not, without prior approval of the sole member of the corporation (a) adopt any annual or long-term capital or operational budget changes therein exceeding ten percent (10%) of any budget approved by the sole member or $20,000, whichever is less; (b) authorize the corporation to enter into any contract or engage in any transaction which is not provided for in an annual or long-term capital or operational budget; (c) adopt substantive changes to existing long-term or master institutional plans of the corporation; (d) amend the bylaws; (e) authorize the corporation to engage in, or enter into, any transaction providing for the sale, mortgage or other disposition of all or substantially all the assets of the corporation; (f) organize or acquire, or authorize the organization or acquisition of, any subsidiary or affiliate of the corporation; (g) authorize the corporation to enter into any shared service agreement; (h) approve long-term borrowing of money by the corporation or authorize the corporation to incur any indebtedness involving a mortgage or lien on assets; (i) elect trustees or the President of the corporation, except from a slate prepared by the Nominating Committee of the corporation and approved by the sole member; (j) adopt the annual contribution budget; or (k) authorize any unbudgeted contributions in excess of specified amounts.”

“No committee had the authority to act on behalf of the board.”

“The Board of Directors receives a copy of the Form 990 via e-mail before it is filed. The VP of Finance reviews the form.”

“The conflict of interest policy covers all trustees, directors, officers, and key employees. The board identifies potential conflicts from annual disclosures. Disclosures are reviewed by administration after all are gathered. A second conflict disclosure letter is sent out annually to all current and former officers, directors, trustees, and key employees to ensure all potential conflicts are identified. The results of this disclosure form are reviewed by the VP of Finance. The board discusses the potential conflicts and determines if voting on related items would be a conflict of interest. If a conflict is determined to exist, the conflicted individual is excluded from voting on the conflicted item.”

“The President/CEO is compensated by an unrelated management company. The unrelated management company receives a fee for the services from a related organization for the CEO's service provided to this organization and related organizations, Northern Montana Hospital (NMH) and Northern Montana Health Care, Inc. (NMHC). In determining the CEO's compensation, the executive committee of the board meets and reviews NMH/NMHC financial results, the CEO's current year priorities, discusses evaluation tools to be used for the CEO's evaluation, how comparative salaries will be obtained and discusses the history of compensation to the CEO. At a second executive committee meeting they review non-financial activity of NMH/NMHC and the results of the CEO evaluations completed by the board members. Then they review and discuss a compensation comparative summary of Montana CEO's compensation and a Guidestar CEO compensation checkpoint that is prepared specifically for NMH. They agree upon a list of the coming year's priorities for the CEO and proposed compensation, with the compensation set by board vote. This annual process was completed during fiscal year 2014.”

“The organization's governing documents, conflict of interest policy and financial statements are made available to the public upon request.”

“Contract labor: Program service expenses 0. Management and general expenses 32,938. Fundraising expenses 24,942. Total expenses 57,880. Repairs and maintenance: Program service expenses 0. Management and general expenses 692. Fundraising expenses 0. Total expenses 692.”

“Transfer from Affiliate 91,484. Change in value of gift annuities: -2,426.”

“The controlling organization, Northern Montana Health Care, Inc.'s Board has a committee that assumes responsibility for oversight of the audited financial statements and selection of an independent auditor.”