Hancock County Senior and Childcare Services Association

“The Executive Committee consists of the President, Vice President, Secretary-Treasurer, additional members as the Board appoints, the Chief Executive Officer and any other leadership team members deemed appropriate by the officers of the Board. The Chief Executive Officer and any Leadership Team members do not have the right to vote upon any action being taken. The Executive Committee meets only in the event that the Board is unable to take necessary action, has an agenda for each meeting and keeps minutes of its meetings. The Executive Committee shall meet at least annually to evaluate the Chief Executive Officer's management performance, management company performance, if applicable, and provide a report to the full Board at their regularly scheduled meetings. The Executive Committee shall submit to the Board of Directors minutes of its meeting for responsibilities listed above or any items that required necessary action that the Board was not able to convene and/or address.”

“Ada Bair, Teresa Smith, and Victoria Popela, MD have business relationships with each other and the board members as these individuals are compensated by Memorial Hospital Association and there is 100% board overlap with Memorial Hospital Association.”

“The sole member of the Corporation is Memorial Hospital Association.”

“The Directors of the Corporation are also the Directors of Memorial Hospital Association.”

“The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors except that the Member has final authority, and the Corporation shall comply and shall cause its Affiliates to comply with directives of the Member, with regard to the following actions: A Adoption of strategic plans for the Corporation and its Affiliates; B. Adoption of business plans for the Corporation and its Affiliates; C. Adoption of operating and capital budgets for the Corporation and its Affiliates; D. Adoption of a plan for internal corporate re-structure which involves the Corporation, a Corporation Affiliate, and/or an affiliate of the Member; E. Incurrence of indebtedness by the Corporation and its Affiliates due to bonds, bank loans, capital leases, or otherwise borrowing money whether or not included in the operating or capital budgets approved by the Member (but not including trade payables incurred in the ordinary course of business in accordance with operating and capital budgets approved by the Member); F. Selection of any new, or removal of any existing, CEO of the Corporation, as well as the administrative reporting relationship of the CEO of the Corporation, provided that selection, removal, and the reporting relationship of the Corporation's CEO is subject to approval by UnityPoint Health; G. The transfer, sale or closure of any facility, department, or function at the Corporation or the Corporation's Affiliates; H. Any amendment to the Articles or Bylaws of the Corporation or its Affiliates; I. Managed care strategy and execution of managed care contracts; however, local managed care contracts may or may not be executed by the Corporation so long as the decision does not negatively impact UPH managed care strategy; and J. Payments or transfer of assets between the Corporation or its Affiliates and UPH, so long as the obligation of the Corporation is proportionate or equitable to other UPH Affiliates.”

“The Form 990 is provided to the Board of Directors before it is filed. The CFO reviews the Form 990.”

“Officers and Board members are required to sign a conflict of interest statement upon hiring or becoming a Board member. The disclosure is updated at the annual meeting. Any possible conflict of interest is disclosed to the other Board members and made a matter of record through an annual procedure and also when the interest becomes a matter of Board action. Disclosures are reviewed by the Board of Directors and any Member for whom conflicts have been identified leave the room and abstain from voting. Appropriate documentation of the handling of the conflict is kept to protect the interested party and Hancock County Senior Services Association. Additionally, the Compliance Officer meets with the Compliance Committee of the Board. Any issues identified are logged and followed up by the Compliance Officer.”

“Compensation for the CEO and CFO is paid through Memorial Hospital Association, a related organization. Memorial Hospital has identified processes in place for determining compensation.”

“The Organization's governing documents, Conflict of Interest Policy, and financial statements are available to the public upon request.”