Rogers Memorial Hospital Incorporated

“The executive committee shall consist of the chair, vice chair, secretary and treasurer. In the event of emergency business which requires prompt attention, the executive committee shall have the authority to meet as necessary between meetings of the board of directors, and is delegated full authority of the board of directors to appoint and deny appointment to the medical staff (defined below) and for all other purposes except as may be limited by these bylaws or by resolution of the board of directors.”

“Rogers behavioral health system is the sole corporate member.”

“Per the by-laws, additional members of the board of directors shall be determined by the sole corporate member from time to time.”

“The following actions must be approved by the sole corporate member of the organization, rogers behavioral health system: 1) selling of disposing of a material part of the corporation's assets, 2) lending or borrowing money other than pursuant to an approved line of credit, 3) granting a mortgage or subjecting to another security interest in any material portion of the corporation's assets, 4) entering into contracts or agreements with persons which, individually, or as to the same party, in aggregate call for the payment by the corporation of amounts which are greater than such amounts which are approved by resolution of the member from time to time. The member may establish limitations of differing sizes for different types of expenditures and areas to which these limits are not applicable,5) undertaking major central improvements to or otherwise rehabilitating the corporation's properties, 6) confessing a judgement against the corporation, 7) making any changes or amendments to the corporation's articles of incorporation or bylaws.”

“The cfo completes a detailed review of the 990 prior to making the 990 available to the board members. The form 990 is made available to the board members through the board's website so they can review and comment on it prior to filing.”

“Rogers memorial hospital's directors and officers shall, should a conflict of interest arise at any time, promptly disclose such conflict in writing to the chairperson of the board of director's; and in matters where a member has a conflict that requires a vote, abstain. Annually, the conflict of interest form will be submitted to the chairman of the board. In addition, each administrative staff member, medical staff officer, medical/administrative agent, and employee involved in purchasing supplies and equipment for the hospital shall have a conflict of interest statement on file in the president's office and those statements shall be updated annually and whenever there is a need for additions and deletions.”

“The ceo's compensation is determined by industry analysis and is supported by an analysis by an external consultant. Approval of the results is by those board members without conflict of interest and the approval is documented. Other key officers' compensation is determined by industry analysis similar to the process used to determine the ceo's compensation.”

“Rogers memorial hospital does not make its governing documents or conflict of interest policy available to the public. The financial statements are made available to the public as they are attached to the filed irs form 990 and subsequently published online by the irs.”

“Change in interest in net assets rogers memorial hospital foundation 3,791,662. Loss on interest rate swap -656,934.”