Ely-Bloomenson Community Hospital

“The ely heath and hospital foundation is the sole member of the ely-bloomenson community hospital. The ely health and hospital foundation has over 670 members; any resident of the area served by the hospital may become a member with a payment of $100.”

“Ely health and hospital foundation (sole member of ebch) elects all board members of the hospital.”

“There are certain issues that must be approved by all members, such as by-law changes and transfer of substantial amounts of assets. All members have voting rights.”

“The 990 is reviewed by the cfo and presented to the board members at a board meeting prior to its filing.”

“Definition of conflict: a conflict of interest shall exist at any time that a contract or other transaction exists or is proposed between ely-bloomenson community hospital and one of its directors or between one of its directors and a related organization, or between ely-bloomenson community and an organization in or of which a director of ely-bloomenson community hospital is also a director, officer or legal representative or has material financial interests. A director of ely-bloomenson community hospital has a material financial interest in an organization which the director or the spouse, parents, children and spouses of children, brother and sister and spouses of brothers and sisters of the director, have a material financial interest. Declaration of conflict of interest: each director of ely-bloomenson community hospital is expected to declare a conflict of interest as soon as the director is aware of such conflict. Once a conflict of interest has been declared the board of directors shall follow the procedure outlined in the procedure paragraph of this policy. Determination of conflict of interest: any officer or member of the board of directors of ely-bloomenson community hospital who believes that a board member has a conflict of interest shall state to the board of directors the basis for such belief. If the person believed to have the conflict of interest does not agree that such a conflict exists, such person shall be given an opportunity to respond. If it is not agreed that a conflict does exist then the board of directors shall vote to determine whether or not such conflict exists. Any director who is entitled to vote may request that the vote be by closed ballot and upon such request the chairperson shall declare the vote by closed ballot. A simple majority of the members present and voting shall be sufficient to establish that a conflict of interest does exist. Procedure upon determination of conflict: once a conflict of interest has been declared or determined by the board, the interested person or persons shall be excused from the meeting until such time as a vote has been taken by the board in regard to the issue in which the interested member has a conflict. Once a conflict of interest has been declared or determined, the interested member shall not participate in any discussion in regard to the subject matter and may only respond to questions directed to him/her by any one or more the directors. The interested director shall not be counted in the quorum and shall abstain from voting. The statement regarding the conflict of interest must be entered into the minutes. Once a director or officer has declared or been determined to have a conflict of interest, such conflict shall be deemed to continue until the final vote has been taken by the board of directors in regard to the subject matter in which such director has a conflict.”

“There is a board level compensation committee, made up of independent directors, that meets annually and reviews and compares the compensation of the ceo, cfo, coo, chro & cno with various compensation studies of hospitals our size, such as the minnesota hospital association annual survey. This committee is appraised of 990 disclosure requirements. The ceo makes recommendations to the committee regarding the compensation of the cfo and cno based on various compensation studies. The compensation committee then makes recommendations to the full board in closed session and minutes are kept of said meeting. The minutes and all materials related to the compensation decisions are kept on file with the hospital's attorney's office. Other positions rely on the healthcare human resources association of minnesota (hhram) survey and annual budget requests.”

“The governing documents, conflict of interest policy, and financial statements are not made available to the public. Annual financial reports are provided to all shareholders who attend the annual meeting or upon request. Other documents will be provided to members upon request. The annual financial report will be given to the general public if requested during the same period of disclosure as set forth in section 6104(d).”

“Other professional fees: program service expenses 4,159,541. Management and general expenses 1,042,704. Fundraising expenses 0. Total expenses 5,202,245.”