Hills & Dales General Hospital Inc

“There shall be an executive committee of the board, consisting of the chair, vice chair, secretary, treasurer, the president/ceo, ex-officio without vote, and such other number of directors who may be nominated by the chair and approved by the board of directors: provided, however, that in no event shall the executive committee constitue a majority of the board of directors. The executive committee shall meet at the call of the chair, and exercise such functions and powers as the board of directors may provide. The executive committee shall keep records of its proceedings, and shall report on its actions to the board of directors as its next meeting. The executive committee shall possess and exercise all of the powers and authority of the board of directors, to the extent permitted by law, and shall manage the affairs of the corporation between meetings of the board of directors. Notwithstanding anything which may be expressed in, or implied from this section, the executive committee shall not have the power or authority to: a. Amend the articles of incorporation; b. Adopt an agreement of merger or consolidation; c. Approve the sale, lease, or exchange of all or substantially all of the hospital's property and assets; d. Approve a dissolution of the corporation or revocation of a dissolution; e. Amend these bylaws; f. Fill vacancies on the board and/or appoint officers; g. Modify the purpose of the corporation; or h. Approve the incurrence of any long-term debt, or the capital and/or operating budgets of the corporation.”

“Hills & dales healthcare corporation is the sole member.”

“The number of directors is at least three and no more than eight persons and all directors are appointed by hills & dales healthcare corporation.”

“The following actions may be taken by the organization only upon written approval of the board of trustees of bluewater healthcare network dba aspire rural health: a: adoption, amendment, or other modification of the bylaw or articles of incorporation; b: any mergers, consolidation, reorganization, other change in the corporate structure or the creation of any corporate subsidiary; c: participation in any partnership, limited partnership, corporation, association or other form of joint venture or shared service with any other party; d: creation, incurrence, or assumption of indebtedness, commitments, or any contractual obligations with respect to borrowed money, guarantees, endorsements, leases, or other type of direct contingent liabilities, in excess of$150,000 for any one item; e: creation, incurrence, or assumption of any mortgage, pledge, security agreement, encumbrance, or other lien of any kind in any property or assets of the organization; f: acquisitions, by purchase, lease or by any other method of real estate, capital improvements, or equipment in excess of value of $150,000 for any such item; g: any change in the services of programs of the organization, including the termination of existing services, the addition of new services, or any major expansion or contraction of existing services or programs; h: adoption, amendment or modification of the annual operating and capital budgets of the corporations; or i: adoption, amendment or modification of the mission and goals of the corporation, and its long-range and short-range strategic plans. J. Appointment of persons to serve, or removal of persons serving on, the board of trustees of the corporation k. Setting the total number of trustees to serve on the board of trustees of the corporation l the appointment and/or removal of the president and chief executive officer of the corporation. Provisions j, k and l were added with the change in bylaws in may 2022.”

“The 990 was complied by the corporate controller and then reviewed by the board.”

“The conflict of interest form is completed annually and monitored for compliance by the ceo, the compliance officer, and the chairman of the board. When a conflict exists, the board member notifies the rest of the board of the conflict. The board member is allowed to discuss the matter at hand, however, the member with the conflict is not allowed to vote on any conflicted issue. This policy covers all board members, officeres administrative staff members and medical staff members with administrative responsibilities.”

“The salaries of the ceo, officers, and key employees are determined by three independent board members from the hills & dales general hospital, inc. Board of trustees using market data and outside surveys. Compensation is reviewed annually.”

“The organization does not make it governing documents, conflict of interest policy, and financial statements available to the general public.”

“Form 1099/1096 filing - vendors for the filing organization are paid by bluewater healthcare network (ein 46-5444203) a of 04/15/2024. As such, all required form 1099 and form 1096 reporting is made for the entire bluewater healthcare network (with limited exceptions) under the bluewater healthcare network (ein 46-5444203).”

“W-3 filing - employees are paid by a related organization under a common paymaster arrangement as of 04/15/2024. As such, required payroll filings (including w-2 and w-3s) after 04/15/2024 are reported under the related organization, bluewater healthcare network (ein 46-5444203).”

“Professional services: program service expenses 6,802,131. Management and general expenses 9,250. Fundraising expenses 0. Total expenses 6,811,381. Contracted services: program service expenses 8,217,397. Management and general expenses 1,244,565. Fundraising expenses 0. Total expenses 9,461,962. Medical director fees: program service expenses 4,000. Management and general expenses 0. Fundraising expenses 0. Total expenses 4,000.”

“Equity transfers -10,128,276. Loss on equity method investments 759,420. Transfer net assets of northwood meadows -2,561,321.”