Carlinville Area Hospital Foundation

“The Board of Directors shall appoint 3 or more Directors to serve with the President on the Executive Committee. The Executive Committee has the power and authority to manage and control the business and affairs of the Foundation as the Board of Directors determines but has no authority to amend the Articles of Incorporation or Bylaws; sell, transfer or otherwise dispose of substantially all of the Foundation's assets; or adopt Articles of Merger or Consolidation.”

“Richard Walden, Chairman and J. Richard Schien, Director, have a business relationship.”

“Carlinville Area Hospital Foundation has one member, Middle Macoupin Health Care Systems.”

“The Member has the exclusive right and power to designate two of its Directors to serve as Directors of the Foundation and to appoint all persons to or remove them from the Board of Directors except vacancies on the Board caused by death, resignation or removal shall be filled at any meeting by a majority vote of the remaining Directors.”

“The Member has the exclusive right and power to approve or reject the following proposed actions prior to the Board of Directors taking any action on: 1. the annual operating budget, capital budget, long-range plan and any action which will result in a substantial change in the expenditures or revenue forecast in any such plan or budget; 2. the undertaking of or substantive amendments to a contractual obligation in excess of $250,000, or the guaranteeing of an obligation in excess of $250,000; 3. the purchase, lease, transfer, mortgage or sale of any asset or property with a value in excess of $250,000, except with respect to transactions specified and previously approved within the capital budget; 4. any plan of construction or remodeling involving an expenditure in excess of $250,000 except with respect to transactions specified and previously approved within the capital budget; 5. any borrowing; 6. any application for a government grant; 7. any general plan for the solicitation of charitable contributions or the solicitation or acceptance as a gift of any real property or any interest; 8. any amendments to these Bylaws and any amendment or restatement of the Articles of Incorporation; any proposal to adopt Articles of Dissolution, Merger or Consolidation; 9. any selection, removal or change in the compensation or other terms of employment of the Corporation's operating officers; 10. any substantial change in employee fringe benefits or personnel policies; and 11. any other matters as may be required by law to be submitted to the Member or as to which the Member determines, by resolution, that submission is advisable.”

“The Form 990 will be distributed to the governing body before it is filed. The CEO and CFO of Carlinville Area Hospital Association, a related organization, review the Form 990.”

“Any duality of interest or possible conflict of interest on the part of any Board Member should be disclosed to the other Members of the Board and made a matter of record through an annual procedure and also when the interest becomes a matter of Board action. Any Board member having a duality of interest or possible conflict of interest on any matter should not vote or use his or her personal influence on the matter. The minutes of the meeting reflect the disclosure, the abstention from voting, and the quorum situation. Any new Member of the Board will be advised of this policy upon entering on the duties of office. The Board Members complete and sign the conflict of interest form yearly. The forms are reviewed by the Chairman of the Board and if a potential conflict is identified the Chairman of the Board follows up.”

“The CEO and CFO are not compensated by Carlinville Area Hospital Foundation. The CEO and CFO are compensated by an unrelated management company through Carlinville Area Hospital Association, a related organization, for services provided to the Hospital. The unrelated management company and the Hospital use these methods to determine compensation.”

“The Organization's governing documents, conflict of interest policy, and financial statements are not available to the public. However, financial information is available through the public disclosure copy of the 990.”

“Brian Burnside, CEO, and Paul Courtney, CFO, are employees of HealthTech Management Services, Inc., an unrelated management company of Carlinville Area Hospital. They are not compensated for services provided to Carlinville Area Hospital Foundation.”

“Change in Carlinville Area Hospital Auxiliary's net assets -11,158.”

“Carlinville Area Hospital Association, a related organization, is responsible for oversight of the audit.”