Medical Services Inc D/B/A Hayward Area Memorial Hospital

“Regional enterprises, inc. Is the sole corporate member of medical services, inc.”

“The president of rei shall be an ex officio member of the msi board with full voting privileges.”

“As the sole member of medical services, inc., regional enterprises, inc. Has the following reserve powers: a. To make, amend, or repeal msi's bylaws and articles of incorporation. B. To approve any change in msi's philosophy, mission or vision statements, and approve the long-range goals and strategic plan for msi. C. To approve the annual operating and capital budget. D. To approve all building programs that exceed $500,000 in value. E. To select and retain an independent auditing firm. F. To appove the purchase, sale, lease, disposition, or alienation of any real property owned by msi. Any such action shall be jointly approved by the board of directors of memorial medical center of ashland, wisconsin. G. To approve any plan of dissolution or merger, consolidation, acquisition or disposition of real property or relocation of the facilities of msi. Any such action shall be jointly approved by the board of directors of memorial medical center of ashland, wisconsin. H. To authorize the president of rei to recommend to the board of msi, the individual who will serve as the chief executive officer for msi, subject to ratification by the msi board of directors.”

“The finance and accounting team review the 990 prior to filing to confirm accuracy of information. The 990 is reviewed by the board of directors before it is filed. If any changes are made, a final copy of the 990 is provided to the board of directors.”

“Each director and officer shall disclose to the board of directors, or to the other members of any committee considering a proposed business transaction or arrangement, the existence and nature of any financial interest such person or a member of such person's family may have with respect to such proposed transaction or arrangement. Each director and principal officer shall promptly make disclosures as may be necessary to keep the board or committee fully apprised of such person's financial interests. Disclosure shall also be accomplished on an annual basis by having each director and principal officer execute and deliver to msi a certificate regarding conflicts of interest. If any director or principal officer discloses a potential financial interest to the board of directors or any committee regarding a proposed transaction or arrangement, the board or committee shall first determine whether the proposed transaction or arrangement could be considered an insider transaction. If the board or committee is certain that the transaction or arrangement will not involve an insider, the interested person shall leave the board or committee meeting while the financial interest is discussed. The remaining board or committee members shall decide if a conflict of interest exists. If it is determined no conflict exists, the interested person may rejoin the meeting and participate in the discussions and actions regarding this agenda item. The board or committee shall determine whether msi 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. If a more advantageous transaction or arrangement is not reasonably attainable, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in msi's best interest and whether the transaction is fair and reasonable to msi. If the board or committee believes an alternate transaction could be considered that would be more advantageous to msi, the chairperson of the board or committee shall appoint a disinterested person or committee to investigate alternatives to the proposed transaction. Further action by the board or committee shall be tabled until such time as the disinterested person has been able to report his or her findings to the appropriate governing body. The board or committee shall not approve any transaction or arrangement that is not in the best interests of msi and that is not fair and reasonable to msi. Once discussion and/or action regarding the agenda item relating to the director's financial interest has been completed, the interested person may rejoin the board or committee meeting. If the transaction or arrangement involves or may involve an insider, the board or committee shall follow the procedures above and the insider shall leave the board or committee meeting while the insider transaction is discussed. The remaining board or committee members shall decide whether the transaction or arrangement under consideration could constitute an insider transaction. As part of this consideration, the board or committee shall also consider whether their action could be construed to be an excess benefit transaction subject to intermediate sanctions. In determining whether a transaction or arrangement is an excess benefit transaction, the board or committee considering the transaction or arrangement should review appropriate data as to comparability (such as compensation levels paid by similarly situated organizations in the region, national compensation studies, competing offers received by the insider, asset appraisals or rental analyses by qualified appraisers and other information that may be obtained about comparable agreements, purchases, sales and leases). The board or committee may rely on such information or data provided by msi's management. The board or committee shall not approve any transaction or arrangement th”

“Hmc participates in salary surveys specific to administrator positions. Hmc also has an independent compensation consulting firm to gather fair market compensation data for all c level positions. This information is used to develop salary ranges for the administrative staff. The board of directors participates in development of ranges and establishment of salaries for the four senior leaders of the organization as described in corporate bylaws and board policies. Any changes to the benefit package must be approved by the hmc board of directors. The board approves all compensation changes for the ceo as outlined in corporate bylaws and board policies. Changes in compensation for the other senior leaders are determined by the ceo using ranges established and approved by the board, in conjunction with salary survey information.”

“The conflict of interest policy and financial statements are available by request from the public relations director for the same period of disclosure set forth in section 6104(d). The governing documents are confidential and not available to the public.”

“Loss on interest rate swaps -211,360.”