Spooner Health System Inc.

“The executive committee consists of the board president, vice-president, secretary and treasurer. The executive committee has and exercises the power and authority of the board to transact all regular business of the organization during the period between the meetings of the board of directors, subject to any prior limitation imposed by the board of directors and with the understanding that all matters of major importance will be referred to the board of directors.”

“Spooner health system contracts with healthtech management services to provide management services. Included in the fees paid to healthtech management services is the compensation for the ceo. The amount of compensation paid to the ceo was $242,363 of taxable pay, $24,000 of nontaxable deferred compensation, and $7,531 of other nontaxable benefits.”

“The return was reviewed by management before being forwarded to the board of directors. At the board of directors meeting, the 990 was reviewed with board members who approved it. The 990 was then filed with the irs.”

“It is the policy of spooner health system that all potential conflicts of interest should be identified by any officer, board member, or key employee of the organization on an annual basis. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing 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. The person with the conflict shall leave meetings during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.”

“Michael schafer, ceo, is an employee of the unrelated management company that provides services to spooner health system. Spooner health system pays the management company a management fee and labor costs for michael schafer's services as ceo. The management company performs a salary review of the ceo of spooner health system each year and provides the appropriate information, including compensation surveys, to spooner health system's board of directors. Through this review, the board of directors is able to review the comparability data relied upon in determining the ceo's compensation. The information is presented by the management company to the board of directors of spooner health system, along with a performance evaluation and a recommendation of a salary level, which is then approved by the board of directors of spooner health system. All officers and key employees' compensation is reviewed on an annual basis and compared to market data gathered by the human resources department.”

“The financial statements, governing documents and conflict of interest policy are not made available to the public.”

“Medical services: program service expenses 2,945,399. Management and general expenses 18,509. Fundraising expenses 0. Total expenses 2,963,908. Support services: program service expenses 532,818. Management and general expenses 0. Fundraising expenses 0. Total expenses 532,818. Administrative services: program service expenses 106,064. Management and general expenses 98,776. Fundraising expenses 0. Total expenses 204,840.”