Prairie Du Chien Memorial Hospital

“Each member, except those holding permanent or governmental subdivision memberships, is entitled to one vote. A duly qualified permanent membership is entitled to two votes by any one duly authorized member of the family or firm. Any one duly qualified governmental subdivision membership is entitled to three votes by any one duly authorized member of the governmental subdivision. Voting shall be in person only and there shall be no proxy vote. The Executive Committee shall: a. Be composed of the officers of the Board of Directors, with the board President as chairperson. The Hospital CEO shall be a member of the Executive Committee, ex officio and without vote. b. Meet at least once every six months or whenever a committee member requests a meeting. The act of the majority of the committee members present at a meeting at which a quorum is present shall be the act of the Committee. Meeting minutes shall be documented with a hard copy placed in the Board of Director file. c. Have and may exercise, when the Board of Directors is not in session, the powers of the Board of Directors in the management of the business and affairs of the Corporation, but may not elect officers of the Corporation or make any commitments for construction or remodeling projects which require approval of the full Board of Directors or create or discontinue any departments or programs of the Hospital or otherwise exceed the authority granted by the Board of Directors or these bylaws. d. Transact such business, perform such duties, and exercise such powers as may be directed or delegated by the Board of Directors from time to time. e. Receive and make recommendations in the best interest of the Hospital and its patients regarding any requests or recommendations presented by the Medical Staff through its duly authorized representatives.”

“Membership in the corporation shall be composed of three classes of memberships: Life Membership, Permanent Membership and Governmental Subdivision Membership. Life Membership will be conferred upon all those who contribute the sum of $100 or more to further the objectives of the corporation. Whenever a husband and wife contribute $100 or more, they may hold such membership as joint tenants, but only one of them shall be entitled to vote, or serve as an officer, director, or member of a committee of the corporation at any one time. Permanent Membership shall be conferred on those designated by the donors of gifts of $500 or more. Each gift of $500 or more by a family or firm entitles the family or firm to two permanent memberships. These memberships are transferrable by deed or will provided the secretary of the corporation is notified in writing of such legacy or deed within one year of the date of the transfer. In addition to the membership privileges, each firm or family giving $500 or more shall be acknowledged as sponsors of CRH. Governmental Subdivision Membership shall be conferred on any governmental unit, corporation or other business entity making a contribution of $3000 or more to further the objectives of the corporation. Each governmental subdivision may designate not more than three members of its current governing body as voting members of the corporation. In order to become a voting member of the corporation, in addition to making the contribution required of the Life member, Permanent member, or Governmental Subdivision member set forth above, as applicable, a candidate for membership shall complete a membership application for review and approval by the Board of Directors of the corporation. The Board of Directors shall establish criteria for membership from time to time and promulgate a member application reflecting such criteria. The Board of Directors shall consider each membership application, and may approve or decline applications for membership in its sole discretion.”

“Each member of the corporation in good standing shall be qualified to vote on any issue that may properly come before any meeting of the members of the corporation and to hold any office in the corporation to which he may be elected or appointed.”

“Board members receive a copy of the Form 990 before it is filed. The CEO and CFO review the Form 990.”

“Officers and board members complete a conflict of interest statement on an annual basis. The President of the board reviews the completed statements. Any conflicts are brought to the board's attention for discussion. A board member with a conflict must abstain from voting on the issue.”

“A compensation scale for the CEO was established utilizing a market compensation study by a third party, TQI, in April of 2021. This scale is updated and utilized by the board annually to determine officer compensation. Compensation for the CFO is determined by the CEO utilizing the Rural Wisconsin Health Cooperative and Wisconsin Hospital Association salary surveys for comparability. The process for determining compensation and decision on compensation is documented in the personnel file for the CFO. This is done on an annual basis.”

“The organization's governing documents, conflict of interest policy, and financial statements are available to the public upon request. The Hospital also publishes an annual report that presents financial information.”

“Change in interest in net assets of the Foundation -64,445. Change in Auxiliary net assets -3,601.”