Healtheast Foundation

“The HealthEast Foundation Executive Committee has the authority of the HealthEast Foundation Board in the management of the business of the corporation. The Executive Committee consists of the Chair, the Vice-Chair, the President and any other directors appointed by the Chair of the Board.”

“Stephen J. Kolar, M.D. and Laura Kolar, have a family relationship. Kathryn Correia, Douglas Davenport, Stephen J. Kolar, M.D. and John Swanholm have a business relationship.”

“The Form 990 is sent electronically to all members of the Board of Directors prior to the filing of the Form 990 and prior to the Executive Committee and Board of Directors meetings in which it will be reviewed. A representative of the tax department, if necessary, will attend the Executive Committee meeting and/or the Board of Directors meeting to discuss the Form 990 with the members of the Board and answer any questions from the Board.”

“HealthEast Foundation monitors proposed or ongoing transactions for conflicts of interest through the procedures set forth in its Conflicts of Interest Policy (the Policy). The Policy covers HealthEast Foundation's Directors, Officers and members of a Committee with Board-delegated powers. A Director, Officer or members of a Committee with Board-delegated powers who has a direct or indirect financial interest, is an interested person under the terms of the Policy. Pursuant to the terms of the Policy, in connection with any actual or possible conflicts of interest, an interested person must disclose the existence of his or her financial interest and must be given the opportunity to disclose all material facts relating to his or her financial interest to the Directors or members of Committees with Board-delegated powers considering the proposed transaction or arrangement. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, the interested person must leave the Board (or Committee) meeting while the financial interest is discussed and voted upon. The remaining Board (or Committee) members shall decide if a conflict of interest exists. An interested person may make a presentation at the Board or Committee meeting regarding the proposed transaction or arrangement, but after such presentation, the interested person shall leave the meeting during the discussion of, and the vote on, the proposed transaction or arrangement that results in the conflict of interest.”

“HealthEast Foundation leases employees from an affiliated organization, HealthEast Care System, a 501(c)(3) tax-exempt, non-profit organization. According to the Form 990 instructions for Part VII, we present the leased employees compensation on Part VII and Schedule J as if HealthEast Foundation compensated these employees. The processes used by HealthEast Care System to establish the compensation of the organization's Executive Director included review by the compensation committee, an independent compensation consultation, a compensation survey or study and approval by the board or compensation committee.”

“The Articles of Incorporation for this organization are available to the public through the Secretary of State Office. The organization's conflict of interest policy and other governing documents are not made available to the public. The financial statements for this organization are made available to the public through the Attorney General's Office.”

“The number of Form 1099's reported on Form 990, Part V, Line 1a is for payments to contributors for Split-Interest Agreements. All other cash disbursements are centralized through an affiliated organization, HealthEast Care System. Therefore the affiliated organization, HealthEast Care System, makes the payment and files the related Form 1099's and Form 1096 instead of HealthEast Foundation.”

“HealthEast Foundation leases employees from an affiliated organization, HealthEast Care System, a 501(c)(3) tax-exempt, non-profit organization. Therefore, HealthEast Care System files the appropriate W-3 and related W-2 tax forms for these individuals instead of HealthEast Foundation. According to the Form 990 instructions for Part VII, we reflect the leased employee's compensation on the HealthEast Foundation Form 990, Part VII and Schedule J, as if HealthEast Foundation compensates these individuals.”