Rogers Memorial Hospital Foundation Inc

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

“Members of the board of directors shall be elected at each annual meeting after formally considering recommendations from any nominating committee. All parties elected shall be subject to approval by the sole corporate member, rogers behavioral health system, inc. Vacancies on the board of directors due to death, resignation, or other cause shall be filled by election by the remaining members of the board of directors in a timely manner. All members except the president who is serving in an ex-officio status are subject to removal by the sole corporate member, rogers behavioral health system, inc.”

“The following actions must be approved by the sole member of the organization, rogers behavioral health system: 1) selling or 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 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 levels of approval for different types of expenditures and areas to which these limits are not applicable; 5) undertaking major capital improvements to or otherwise rehabilitating the corporation's properties; 6) confessing a judgement against the corporation; 7) making any changes or amendments to the mission, purpose or scope of the corporation or to the corporation's articles of incorporation or bylaws; 8) making any distributions to any corporation unless: (i) the distribution is made in accordance with the stated purposes of the corporation; (ii) after the distribution, the corporation will be able to pay its debts as they become due in the usual course of its activities; (iii) after the distribution, the corporation's total assets will equal to at least the sum of its total liabilities; (iv) the corporation to which the distribution is made is prohibited from distributing any part of its income to members, directors or officers, and is exempt from taxation under section 501(c)(3) of the internal revenue code.”

“The cfo of rogers behavioral health system, parent organization, completes a detailed review of the 990 prior to making it available to the board members. The form 990 is made available to the board members electronically via the board's website for review prior to filing.”

“Rogers memorial hospital foundation's directors and officers shall, should a conflict arise at any time, promptly disclose such conflict in writing to the chairperson of the board of directors; 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.”

“Rogers memorial hospital foundation does not have any employees, thus questions regarding the process for determining compensation are not applicable.”

“Rogers memorial hospital foundation does not make its governing documents, conflict of interest policy, or financial statements available to the public.”

“The process has not changed from the prior year.”