Straith Hospital for Special Surgery

“Trustees william m straith, thomas w straith, james c straith, and edward s jeffries all share a family relationship. Trustee ray husband has a family relationship with james c straith.”

“The board is provided with a full copy of the 990 prior to filing. The ceo and cfo review the return before signing.”

“In connection with any actual or possible conflicts of interest, an interested person must disclose the existence and nature of his or her financial interest and must be given the opportunity to disclose all material facts to the directors and members of committees with board-delegated powers considering the proposed transaction or arrangement. After disclosure of the financial interest and all material facts, and after discussion with the interested person, he or she shall leave the board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. 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. The chairperson of the board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. 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 of interest. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict 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 the transaction or arrangement in conformity with such determination. If the board or committee has reasonable cause to believe that a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If, after hearing the response of the member and making such further investigation as may be warranted in the circumstances, the board or committee determines that the member has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. Records of each proceeding are kept. Each director, principal officer and member of a committee with board-delegated powers shall annually sign a statement which affirms that such person received a copy of the conflicts of interest policy, read and understands the policy, agreed to comply with the policy and understands that the corporation is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.”

“Both the ceo and coo have employment agreements with the hospital effective august 1, 2022. The agreements were negotiated by an attorney representing the hospital and the board of trustees, and the ceo and coo individually. Past compensation history and hospital executive compensation studies were used to support the current compensation within the agreements for the officers.”

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

“Change in pension liability 448,615.”

“The board of trustees assumes responsibility for oversight of the audit and selection of the independent accountant. This process has not changed from the previous year.”