Huron Memorial Foundation

“Mimi herrington and shelley herrington have a family relationship.”

“The membership of the foundation shall consist of one member, with the only member of the foundation being huron memorial healthcare corporation.”

“The sole member elects the trustees of the foundation.”

“The following actions may be taken by the foundation and its board of trustees only upon prior written approval of the sole member: a. Adoption, amendment, or other modification of the bylaws or articles of incorporation of this corporation. B. Any merger, consolidation, reorganization, or other change in the corporate structure of this corporation, or the creation of any corporate subsidiary thereof. C. The participation of this corporation in any partnership, limited partnership, corporation, association, or other form of joint venture or shared service with any other party or organization. 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 or contingent liabilities, in excess of $50,000 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 this corporation. F. Acquisition, by purchase, lease, or by any other method, of any real estate, capital improvements, or equipment in excess of a value of $50,000 for any one such item. G. Any contributions of endowment principal. H. Any single contribution to huron memorial hospital in excess of $5,000.00 and any aggregate contributions in excess of $10,000.00 during any fiscal year of huron memorial hospital. I. Any change in the services or programs of this corporation, including the termination of existing services, the addition of new services, or any major expansion or construction of existing services or programs. J. Adoption, or formal amendment or modification of the annual operating and capital budgets of this corporation. K. Adoption, amendment, or modification of the mission and goals of this corporation, and its long range or short range strategic plans.”

“Form 990 is reviewed by the accounting department and the cfo for completeness and accuracy. The return is sent to the board of directors for their review after the return is filed.”

“The compliance officer gathers conflict of interest forms with signatures. A report of the results is prepared and presented to the board if any conflicts are stated. This information is collected from all board members and officers. Any individual with a conflict is excused from voting and discussion pertinent to the conflicted transaction or matter. The conflict of interest policy covers all board members, officers and employees.”

“Wage information from trade groups is used to establish benchmarks for appropriate compensation levels. The compensation of the chief executive officer is analyzed annually by the board of directors. The board reviews the stated goals for the year and determines if such goals have been met and determines the amount of a compensation increase or bonus, if any. Other executive compensation is approved by the ceo as authorized by the board and is based on executive compensation surveys completed by human resources. This process was last undertaken in 2015.”

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

“The process for selection and oversight used by the foundation is the same as the process that is used by huron medical center, a related organization. The process has not changed from the process used in prior years.”