Proctor Hospital

“Effective november 7, 2013 methodist health services (mhsc) entered into an affiliation agreement with proctor health care incorporated (phci) under which phci became an affiliate of mhsc. Phci is the sole member of proctor (proctor) hospital. Changes to the number and composition of voting members, officers or key employees because of this affiliation agreement are as follows: - the number of proctor directors shall not be more than sixteen (16) or less than eleven (11) as determined from time to time by mhsc. The mhsc board, after considering the recommendations of the mhsc governance committee, shall elect the number of proctor directors required to fill the vacancies coming open on the date of the annual meeting of the mhsc board who are not ex officio voting members, to hold office for a term of three (3) years and until their successors are elected and qualified. Terms shall be staggered so that no more than one third (1/3) of the proctor directors shall be eligible for re-election annually. The mhsc board shall elect the same individuals to serve as proctor directors and mmci directors for identical terms on the proctor board and the mmci board respectively. No person other than the president may serve more than four (4) consecutive three (3) year terms on the proctor board. A person who has served four (4) consecutive three (3) year terms on the proctor board will be eligible to serve on the proctor board for an additional four (4) consecutive three (3) year terms if the person is not on the proctor board for one (1) year. -the president and ceo of mhsc shall be the ceo of proctor. -the cfo of mhsc shall be the treasurer of proctor.”

“Proctor health care incorporated is the sole member of proctor hospital.”

“Proctor health care incorporated per the bylaws has the right to "elect, replace or remove at any time and from time to time and without cause, members of the board of trustees of the corporation."”

“The decisions of the governing body are subject to approval by its member, proctor health care incorporated.”

“Form 990 is reviewed by members of the board executive committee and senior management prior to filing.”

“A standing agenda item for each board meeting will request from members if there are any recent events to be reported under the conflict of interest policy.”

“The compensation of the organization's ceo/executive director is established by a committee made up of members of proctor hospital's board. Various methods are used by this committtee to establish the compensation. Examples of these methods include an independent compensation consultant, a compensation study or survey, and approval by the board or compensation committee.”

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

“Rent & lease expenses: program service expenses 2,789,075. Management and general expenses 1,031,576. Fundraising expenses 0. Total expenses 3,820,651. Repairs & mantenance: program service expenses 462,422. Management and general expenses 171,033. Fundraising expenses 0. Total expenses 633,455.”

“Assets released from restriction 384,278. Change in minimum pension liability 15,875,487. Change in temporarily restricted assets 6,141,159. Change in permanently restricted assets -5,732,106.”