Stoughton Hospital Association

“The Executive Committee has a minimum of four members and consists of the Chair, Vice Chair, the Secretary-Treasurer and one Class IV director. The Executive Committee has power to transact all regular business of the hospital during the period between the meetings of the Board of Directors subject to any prior limitation imposed by the Board of Directors; provided that no action may be taken by the Executive Committee if such action would require either supermajority or Special Member approval. Class IV members consist of two members appointed by the Special Member. The Special Member is SSM Healthcare of Wisconsin, Inc. The Alternate Member attends board meetings in the event one of the Special Members is unable to attend.”

“Stoughton Hospital Association has members who are residents of Stoughton and surrounding communities who are 18 years of age or older. SSM Healthcare of Wisconsin, Inc. is a special member. Also, all members of the Medical Staff are members and two members of the Medical Staff are members of the Governing Board.”

“Stoughton Hospital Association has four classes of board members. Class I board members consist of six members who are elected by the members for terms of 3 years. Class II board members consist of 2 members appointed by the Medical Staff for a term of 1 year. Class III board members consist of 2 members appointed by the Board of Directors for successive terms at the discretion of the Board of Directors. Class III board members may serve no more than 7 consecutive years. Class IV board members consist of 2 members appointed by the Special Member. Class IV board members may be appointed for unlimited successive terms.”

“SSM Healthcare of Wisconsin, Inc. is the Special Member of Stoughton Hospital Association. Amendment or restatement of the Articles of Incorporation or Bylaws, approval of the appointment of the CEO in the event of a vacancy, approval of the sale of all or substantially all assets, approval of the sale or long-term lease of real estate comprising the corporation's campus, approval of any merger or consolidation, and dissolution of the corporation require approval by the Special Member.”

“The Form 990 is sent via e-mail to the Board members requesting they review the Form 990 prior to filing. The CEO and CFO review the Form 990.”

“A questionnaire requesting information about possible conflicts of interest is distributed annually to Board Members and key management employees. These are completed, signed, and returned to Administration. The completed forms are reviewed by the CEO & CFO. A summary of disclosures is presented to the Governance Committee of the Board of Directors. The Hospital may enter into contracts or transact business with one or more of its directors, officers, or with any corporation, firm, association, trust company, organization, or other entity in which any one or more of its directors or officers are directors, officers, trustees, beneficiaries, stockholders, or financially or otherwise interested. No such contracts or business transactions shall be void or voidable because of such relationships or interests or because such director or directors, officer or officers, are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contracts or business transactions or because his or their votes are counted for such purpose if (1) the fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves or ratifies the contracts or business transactions by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors or officers and (2) the contracts or business transactions are fair to the corporation. Interested directors or officers may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes, approves, or ratifies such contracts or business transactions.”

“The CEO's compensation and evaluation is completed by the Executive Committee of the Governing Board. The Executive Committee obtains market compensation data and independent surveys annually and adjusts the CEO's compensation based upon this review and achievement of goals. The compensation process and decision is documented and was last completed in FY 2024. The CFO's compensation is determined based upon market studies. The Human Resource Department reviews the market data with the CEO.”

“The Hospital holds a publicized annual meeting the last Monday in November and uses this venue to provide updates to the community about changes in governing documents and financial results. The conflict of interest policy is available to the public upon request. The financial statements are required to be attached to the public disclosure copy of the 990.”

“Purchased Services: Program service expenses 11,411,357. Management and general expenses 1,683,018. Fundraising expenses 0. Total expenses 13,094,375. Professional Fees: Program service expenses 129,397. Management and general expenses 583,941. Fundraising expenses 6,810. Total expenses 720,148. Payment Processing Fees: Program service expenses 493. Management and general expenses 202,156. Fundraising expenses 0. Total expenses 202,649.”

“Change in interest in net assets of the Foundation 1,162,211.”