Morris Hospital Foundation

“Review of 990 the board retains the services of an independent cpa firm to prepare/review the organization's form 990. Management and members of the finance committee review the completed form 990 and provide a full copy to all voting members of the governing body prior to filing. A joint special board meeting of the morris hospital, morris hospital foundation and morris hospital auxiliary boards is scheduled prior to the november 15 filing deadline for the cpa firm and organization management to present the form 990 to the governing body.”

“Conflict of interest disclosure a. Duty to disclose. In connection with any actual or possible conflicts or dualities of interest, an interested person must disclose in writing the existence of his or her financial interest and all material facts to the directors and committee members considering the proposed transaction or arrangement. "disclosure" as used in this policy shall mean providing promptly and fully to the appropriate persons a written description of the facts comprising the real or apparent conflict or duality. 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 or dualities arise. The written disclosure notices of conflicts or dualities shall be filed with the president/chief executive officer of the corporation or any other person designated by the foregoing from time to time to receive such notifications. B. Determining whether a conflict of interest exists. A disclosure may result in an actual conflict or a duality of interest exists. If it does not, after disclosure of the financial interest and all material facts and after any discussion with the interested person, he or she shall leave the board or committee meeting while the determination of a conflict or duality of interest is discussed and voted upon by the disinterested directors. Such remaining and disinterested board or committee members shall decide if a conflict of interest exists. C. Procedures for addressing the conflict or duality of interest. 1. An interested person may make a presentation at the board or committee meeting, but after such presentation, he or she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest. 2. The chair of the board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. 3. After exercising due diligence, the board or committee shall determine whether the corporation can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict or duality of interest. 4. If a more advantageous transaction or arrangement is not reasonably attainable, under circumstances that would not give rise to a conflict or duality of interest, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation's best interest and for its own benefit, and whether the transaction is fair and reasonable to the corporation, and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination. If the interested person is a disqualified person under irc 4958, the board shall follow the prescribed procedure for entitling the corporation to a rebuttable presumption of reasonableness. D. Proscribed activity by persons having conflicts or dualities. When a disclosure concedes or the board or committee finds that an individual director, officer, agent, or employee has a conflict or duality, such individual shall, in addition to filing the disclosure notice required hereunder, abstain from making motions, voting, executing agreements, or taking any other similar direct or indirect action on behalf of the corporation or any affiliate where the conflict of duality might pertain, but shall not be precluded from all debate on the matter. When any interested person requests in writing, or upon its own initiative, the board of directors at any time may establish further guidelines consistent with the interests of the corporation for the resolution of any real or apparent conflict provided such guidelines are consistent with the corporation's nonprofit and tax-exempt status, and compliant with applicable federal and state laws and regula”

“Compensation review the foundation process is deferring to the hospital's compensation committee since the foundation's personnel are employees paid by morris hospital. The hospital has a compensation committee which meets several times per year that with the assistance of internal sources (human resources) and external advisors; assesses and evaluates the appropriateness of the compensation and benefits of upper management which includes ceo, cfo and other top management officials which includes key employees.”

“Availability of documents the documents are made available upon request.”