Ebenezer Society

“The members of this corporation shall consist solely and exclusively of the persons who constitute the directors of this corporation from time to time. When a person becomes a director of this corporation, such person shall concurrently with becoming such a director, automatically become and be a member of this corporation, and when a person ceases to be a director of this corporation, they shall concurrently with ceasing to be such a director, automatically cease to be a member of this corporation.”

“The chair of the corporation shall be elected from and by the board of directors. The board of directors shall elect members to director positions and fill vacancies in elected director positions. The board of directors of this corporation shall elect members from the nominees made from the boards of each of the constituent organizations as listed in the bylaws of this corporation.”

“The following actions must be approved by fairview health services, the sole corporate member: (a) all amendments to the articles of incorporation and bylaws; (b) all capital budgets of the organization and all other entities directly or indirectly controlled by this organization, and all major capital expenditures before funds are expended therefore; (c) all operating budgets of this organization and all other entities directly or indirectly controlled by this organization, before authorized expenditures may be made therefrom; (d) strategic plans of this organization and all other entities directly or indirectly controlled by this organization; (e) the incurring of any long term debt of this organization and all other entities directly or indirectly controlled by this organization, other than intra-system of refinancing debt; (f) all human resources and benefit policies;(g) any major risk contracting agreements, which for these purposes means any contract that deals with capitation or a similar risk bearing concept; (h) any merger, consolidation, or total or partial dissolution; (i) the number of directors; and (j) any governance and action of the type set forth in subparagraphs (a) and (f) through (i) above as proposed by the board of directors of any entity directly controlled by this organization to the extent that the governing documents of such entity give this organization or the board a right to approval over such governance action.”

“The tax department conducts a detailed review of the completed return. The return is also reviewed by the president and cfo. The form 990 is subsequently presented to the board of directors. Upon approval from the board of directors, the form 990 is filed.”

“Managers, directors and senior management are required to annually complete a duty of loyalty and conflict of interest statement in compliance with fairview's system conflict of interest policy. Disclosures are reviewed by the compliance department. Any conflicts of interest by board members are brought to the board for review.”

“The determination of executive compensation of the organization is processed by yhe fairview system human resources committee and includes a review of comparability data, review by independent experts and contemporaneous substantiation of the deliberation and decision process.”

“The determination of executive compensation of the organization is processed by the fairview system human resources committee and includes a review of comparability data, review by independent experts and contemporaneous substantiation of the deliberation and decision process.”

“Ebenezer society makes its governing documents, conflict of interest policy, and financial statements available to the public upon request and inspection of the documents is available at the corporate finance department.”

“Ebenezer Society has a centralized accounts payable department and therefore reports the five highest independent contractors for the system.”

“Distribution to related party - -1333855; Aurora on France Fund Balance - 2746231; Towers Portland LLC book income - -31670;”