Beaver Dam Community Hospitals

“The board of directors may by appropriate resolution designate one or more committees, each of which shall consist of three or more directors elected by the board, which to the extent provided in said resolutions or in these by-laws, shall 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 affairs of the corporation, except action with respect to election of officers and the formation of and the filing of vacancies in committees with limited board authority pursuant to this subsection. The board of directors may elect one or more directors as alternate members of any such committee, who may take the place of any absent committee member or members at any meeting of such committee. The designation of such committee or committees and the delegation thereto of authority shall not operate to relieve the board of directors or any individual director of any responsibility imposed upon the board of directors or any individual director by law. There shall be an executive committee of the board consisting of the four officers of the corporation and such other directors and designated by the board.”

“The beaver dam community hospitals foundation (bdchf) has a single class of voting members and the sole member of that class is beaver dam community hospitals, inc. (bdch), a wisconsin nonprofit corporation.”

“The form 990 is reviewed by the director of finance and accounting of bdch and the foundation board chair.”

“"interested person" means any individual who has a direct or indirect financial interest and who is: (i) a member of the board of directors of the bdch foundation (collectively "board or "boards"); (ii) an officer, including, but not limited to, the ceo of bdch; (iii) a member of a committee with board delegated powers; (iv) an employee with decision-making authority or responsibility of a significant nature level; or (v) any other individual affiliated with bdchf whose disclosure pursuant to this policy is deemed necessary by a board of directors or the ceo. In connection with any actual or possible conflicts of interest, an interested person must disclose the existence of his or her financial interest, or that of a family member, and all material facts to a board of directors, or to the members of a committee with board delegated powers, considering the proposed transaction or arrangement. Such disclosure shall be made either through the required annual questionnaire or when a conflict of interest not disclosed on the questionnaire otherwise arises. A financial interest is not necessarily a conflict of interest. A person who has a financial interest has a conflict of interest only if the applicable board or committee decides that a conflict of interest exists. Therefore, after disclosure of the financial interest and all material facts, and after any discussion with the interested person to clarify or obtain additional information relevant to the financial interest, he or she shall leave the board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The disinterested board or committee members shall decide if a conflict of interest exists. Once the disinterested members of the board or committee have determined that a conflict of interest exists with respect to a particular transaction or arrangement: (a) the chair of the board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. (b) after exercising due diligence, the disinterested members of the board or committee shall determine whether bdchf can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. (c) if a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors or committee members whether the transaction or arrangement is in bdchf's best interest and whether the transaction is fair and reasonable to bdchf. Based upon its determination, the board shall make its decision as to whether to enter into the transaction or arrangement. (d) the interested person shall leave the room while the matter giving rise to the conflict of interest is voted on and only disinterested directors or committee members may vote to determine whether to approve the transaction or arrangement. The disinterested members of the board or committee may, in their discretion, require the interested person to leave the room while the proposed transaction or arrangement is discussed. In determining whether and when to require the interested person to leave the room during discussion of the proposed transaction or arrangement, the disinterested directors or committee members shall balance the need to preserve the independence of the determination process with the need to facilitate the discussion by having such person on hand to answer questions or otherwise provide additional information or knowledge that may be of great assistance to the board or committee.”

“Bdchf does not make its governing documents or conflict of interest policy available to the public. It does, however, make its financial statements available to the public upon request.”