St. Croix Valley Shared Services Inc.

“Adoray was originally organized by four area hospitals including river falls area hospital, baldwin area medical center, inc., westfields hospital, and hudson hospital and clinics. Each of the member hospitals shared an equal portion of ownership in adoray, and the board of directors of adoray was comprised of representatives from each of the member hospitals. Effective october 1, 2013, three of the four member hospitals resigned their membership in adoray, and as a result, baldwin area medical center, inc. Became the sole corporate member of adoray. The sole corporate member has the exclusive powers and rights to: adopt, approve, restate, revise, or amend the articles of the corporation; to approve borrowing or lending of funds; to approve or adopt any change in the stated purposes or fundamental nature for which the corporation is organized; to adopt, amend, or repeal any plan of dissolution, consolidation, or merger of the corporation; to approve the sale, lease, mortgage, or pledge of any real estate or interest therein; and to approve any sale or lease of all or substantially all of the assets of the corporation.”

“Through september 30, 2013, each of the four member hospital owners each appointed one ex officio person (the hospital administrator) and could appoint one person from the community to the governing board of adoray for a total of eight members of the governing body. Effective october 1, 2013, three of the four member hospitals resigned their membership in adoray, and as a result, baldwin area medical center, inc. Became the sole corporate member of adoray. As of october 1, 2013, baldwin area medical center, inc. Appoints the members of the governing body.”

“See explanation for form 990, part vi, line 6 and line 7a.”

“The form 990 is prepared by an independent accounting firm and reviewed by adoray's management. The form 990 is provided to the board members for review and approval prior to submission.”

“On an annual basis, the board members, president, and cfo complete a conflict of interest questionnaire that includes name, title, date, and signature of each person reporting information. Any board members with known conflicts are asked to abstain from voting on those conflicting items.”

“For the president, the chairperson of the board performs the review after obtaining input from other board members. Generally, the comparable wages for that position are obtained, a list of goals is reviewed, and a new list of goals for the coming year is established. The president's wage increase is based on the comparable wage data and how the organization has met its goals. The president's wage increase is approved by the board of directors. For key employees, the president obtains a wage survey from the national association of home care and hospice. The president and the treasurer develop a range of wages for each position within the organization. The president completes a performance evaluation for each manager and, based on the evaluation, the manager receives a score. The manager's increases are then based on how they score and where their wage is in the range. The board approves the full budget which includes wage increases.”

“The governing documents, conflict of interest policy and financial statements are not available to the public.”

“Distributions to former members -300,000.”

“The board of directors has responsibility for oversight of the audit of its financial statements and selection of an independent accountant. This oversight has remained unchanged from the prior year.”