Rochelle Community Hospital Foundation

“The number of directors of the board shall be no less than nine (9) nor greater than twelve (12) persons ("directors") as determined by the board from time to time. A majority of directors shall be appointed by the hospital board through a yearly nomination process, with the exception of hospital's president and chief executive officer ("ceo") who shall be designated as a director of the corporation by virtue of his or her role held with the hospital. For the nomination process, the corporation board shall compile a list of requisite potential directors to establish and maintain a majority of hospital-appointed corporation directors ("director nominations"), which the hospital board shall approve or deny, in accordance with its bylaws, at the meeting immediately prior to the annual meeting of the corporation. The corporation board shall provide the director nominations to the hospital board at least two (2) weeks prior to such meeting. If the hospital board denies the director nominations, then the corporation board shall provide new director nominations to the hospital board as soon as reasonably possible. For clarity purposes, a majority of hospital-appointed corporation directors includes the ceo. Except for the directors that are appointed by the hospital as set forth above, the remaining directors shall be elected by the board at the annual meeting of the corporation. Directors shall be selected by the board from persons who possess the ability to participate effectively in the discharge of the board's responsibilities and may include persons who are residents of the community served by the corporation. A new director's term will commence on the first regular board meeting that is held after the annual meeting of the corporation and a director shall serve for three (3) year terms with no term limits, unless a director otherwise resigns or is removed in accordance with these bylaws.”

“The hospital president & chief executive officer may be removed by action of the hospital.”

“The organization does not have any committees that have authority to act on behalf of the governing body.”

“The form 990 is prepared by an independent accounting firm. A draft copy of form 990 is provided to the governing body (board of directors) and the goverance committee for review by the return preparer prior to filing. The organization's ceo, cfo, and other members of the accounting department also review a copy of the return. If changes are necessary, they are reported to the return preparer and incorporated into the final return.”

“Conflicts of interest are investigated by appointed members of the goverance committee on an ongoing basis. If it is determined that an individual failed to disclose an actual or possible conflict of interest, it shall inform the individual of such a belief and afford him an opportunity to explain. After said explanation, the board shall take appropriate disciplinary and corrective action as deemed necessary. The conflict of interest policy is reviewed by the board annually and updated as needed.”

“No board members receive pay from the foundation for their duties as board members of the foundation. Certain board members are paid by the parent organization for their duties to the parent, and their pay is determined by the parent.”

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

“Processes have not changed from the prior year.”