The Memorial Health Care Foundation

“Paul early (board member) has a family relationship with stavroula erfourth (board member).”

“Memorial healthcare is the sole member of memorial healthcare foundation.”

“The member of the corporation shall elect the directors of the corporation at an annual or regular meeting of the member from among these persons nominated by the corporation's nominating committee.”

“The member of the corporation shall be considered the sole voting member for all purposes of the michian nonprofit corporation act and shall have the following responsibilities: (a) the member shall elect the directors of the corporation at an annual or regular meeting of the member from among those persons nominated by the corporations nominating committee. (b) the member may remove a director of the corporation. (c) the member shall have sole authority to elect and remove the executive director. (d) the member shall approve all amendments to the corporations articles of incorporation and bylaws before they may become effective. (e) the member shall approve the acquisition or creation of all wholly owned or controlled corporations and all mergers involving the corporations. (f) the member shall approve all indebtedness of the corporation in accordance with requirements established from time to time by the member. (g) the member shall approve the annual operating and capital budgets of the corporations and all material departures therefrom. (h) the member shall approve all non-budgeted capital expenditures of the corporation. (i) the member shall approve all loans of the corporation.”

“The independent accountant provides a copy of form 990 to the organization prior to filing the form with the irs. The organization then makes the copy available to the financial affairs committee and the executive committee to review prior to filing. A copy of form 990 will be made available to the full board for review prior to filing.”

“The organization regularly and consistently monitors and enforces compliance with the written conflict of interest policy. The conflict of interest policy apply to all officers, directors and key employees. The president of the board of directors reviews and enforces the conflict of interest polices and procedures. In any instance where a board member has a conflict of interest on an issue at hand, that individual must give the board members written notice of such interest or relationship and the board member shall refrain from voting or otherwise attempting to exert any influence to affect its decision. The board may require an interested director to excuse himself or herself from the board room until the matter has been discussed by the board and the remaining board of director members have voted on the matter. The interested trustee shall have an opportunity to present his or her opinion on the matter before being excused. The minutes of the meeting should reflect that disclosure was made, and that the interested director abstained from voting.”

“The foundation's ceo is paid by memorial healthcare. The compensation of the organization's ceo, executive director, top management, officers and key employees included a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision upon hiring. The full board of directors reviews the ceo's compensation annually. A compensation committee has been formed and actively participates in decisions related to ceo and executive pay and benefits as well as providing input and oversight for the organizations compensation philosophy and program. Ceo and executive pay is reviewed at least annually by this committee. The most recent review of ceo and executive pay was july 2022. Updated salary ranges are provided by an outside compensation consulting company.”

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

“Transfers (to) from affiliates -546,440. Investment (loss) income -89,518. Net assets released from restriction -2,847.”

“The member has a committee that assumes responsibility for oversight of the audit and for selection of the independent accountant. Financial affairs committee meets every other month to review financials, audit reports, investment analysis, and other financial updates. The foundation board of directors meets every other month to go over financials that have been approved by the financial affair committee. The process has not changes from the prior year.”