Centegra Health System Foundation

“Form 990, Part VI, Line 6 The Centegra Health System Foundation has one corporate member, Centegra Health System. Centegra Health System has a single class of members.”

“Form 990, Part VI, Line 7a The powers and duties of the Centegra Health System members in fulfilling the purposes and objectives of the Corporation shall include, but not limited to, the taking of action with respect to the following matters: The election of governors and the filling of vacancies on the Board of Governors, which shall be in accordance with the procedures set forth in the Bylaws. The Nominating Committee shall select one candidate for each position on the Board having a term to be voted upon for the office of governor at the next annual meeting of members. The Nominating Committee shall consider and approve a list of candidates and submit such list to the Board of Governors not less than 10 days prior to the date of the last meeting of the Board of Governors prior to the date on which notice of the annual meeting of members is to be sent, and the candidates set forth on such list shall be subject to approval by the Board of Governors. The names of the candidates so selected by the Nominating Committee and approved by the Board of Governors shall be included in the notice of the annual meeting of the members of the Corporation and shall be presented to the members of the Corporation at the annual meeting. The voting members of the Corporation may nominate candidates for positions on the Board of Governors. Nominations by such members may be effected by means of written nomination signed by not less than 20 voting members in good standing, accompanies by a written statement of such nominee indicating a willingness to serve as a governor of the Corporation if elected. Any such nomination must be received by the Nominating Committee of the Corporation not less than 60 days prior to the annual meeting of members in order to be considered at such annual meeting. All elections shall be by secret ballot if there are more nominees than vacancies to be filled on the Board. All voting members present in person or by proxy at a meeting at which an election occurs shall be entitled to vote for governors. To be valid a ballot must not have more votes than there are vacancies. If there are more nominees than vacancies to be filled on the Board, those nominees who receive the most votes shall be elected to the Board of Governors. Members shall not be entitled to cumulate their votes in the election of governors.”

“Form 990, Part VI, Line 11b The review process for the Form 990 includes compilation by internal staff, detailed review by an outside tax preparer, bond counsel, and the Centegra Health System (CHS) Controller and Chief Financial Officer, prior to submission to the IRS. The tax return will be made available for the Board to review after submission to the IRS.”

“Form 990, Part VI, Line 12c The Centegra Health System Foundation (CHSF) affirmative policy regarding conflicts of interest shall be to require that all actual or apparent conflicts be disclosed promptly and fully to all necessary parties and to prohibit specified involvement in the affairs of the Centegra Health System Foundation by persons having such conflicts. This policy shall apply to all members of the Board of Directors and corporate officers, agents, and employees of Centegra Health System Foundation, and other such persons as the Board shall determine. CHSF management shall have the affirmative obligation to publicize periodically this policy to all such parties. All persons to whom this policy applies shall disclose all real and apparent conflicts which they discover or have brought to their attention in connection with the Centegra Health System Foundation's activities. Disclosure, as stated in the bylaws, shall mean providing promptly to the appropriate persons a written description of the facts comprising the real or apparent conflict. An annual disclosure statement shall be circulated to all persons to whom this policy applies to assist them in considering such disclosures, but disclosure is appropriate whenever conflicts arise. The written disclosure notices of conflicts shall be filed with the President of the Member (Centegra Health System) or any other person designated by him from time to time to receive such notifications. All disclosure notices received shall be noted for record in the minutes of a meeting of the Board of Directors. When an individual director, officer, agent, or employee believes that he/she or a member of his/her immediate family might have or does have a real or apparent conflict, he/she should, in addition to filing the disclosure notice, abstain from making motions, voting, executing agreements, or taking any other similar direct action on behalf of Centegra Health System Foundation where the conflict might pertain, but shall not be precluded from debate or other similar involvement on behalf of the CHSF. Upon any person's written request or at the Board's own initiative, the Board of Directors may establish further guidelines consistent with the interests of the Centegra Health System Foundation for resolution of any real or apparent conflicts at any time.”

“Form 990, Part VI, Line 15b The Board of Directors of Centegra Health System, through a Compensation Committee comprised of independent members free of conflict, reviewed executive compensation levels and other features of the compensation plan in accordance with the organization's approved compensation philosophy and strategy. The Compensation Committee is comprised of members of the Board of Directors, who are independent of Centegra management, have no personal interest in the compensation arrangements, are not related to, or under the control of any individual whose compensation arrangement is being reviewed and have no material business relationship with Centegra. The C-Suite's compensation is determined by the Compensation Committee in relation to comparable peers based on 990 market data. Compensation for other members of the executive staff is recommended by the CEO, reviewed by the Committee, and evaluated against market data. The Compensation Committee approves all compensation decisions in advance of their implementation and documents its determinations and discussions. Its decisions and deliberations are thoroughly documented and meeting minutes are kept and distributed to the Committee members (for historical reference). The Compensation Committee uses a number of external resources and comparisons, and their review includes total compensation (cash compensation, plus benefits provided by Centegra) in relation to organizational performance and prevailing industry practices of comparably-sized organizations. They have engaged the services of a compensation consulting firm (Sullivan Cotter) specializing in the not-for-profit sector that has worked with Centegra and reports directly to the Compensation Committee. Reasonableness letters and documentation are provided to the organization after each review.”

“Form 990, Part VI, Line 19 The Organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”

“Form 990, Part XI, Line 9 Decrease in temporarily restricted net assets -$193,032”

“Description:purchase services total fees:177319”