Virginia Gay Hospital Inc.

“The Executive Committee consists of the officers of the Board of Directors. The Executive Committee has the power to transact all regular business of the Hospital during the period between the meetings of the Governing Board, subject to any prior limitation imposed by the Governing Board and with the understanding that all matters of major importance will be referred to the Governing Board. The Executive Committee must submit to the Governing Board at its last meeting before the end of the fiscal year, a budget showing the expected receipts, income, and expense for the coming year. Minutes of the Executive Committee meetings must be submitted to the Board, and its actions are subject to approval or disapproval at the next regular board meeting.”

“John Ketchen, Vice Chair of the Board, and Mark Mossman, Chair of the Board, had a business relationship. Mark Mossman, David Vermedahl, John Ketchen, John Yundt, all board members, Michael Riege, and Barry Dietsch had a business relationship.”

“One of the Directors of the Board is the Mayor of the city of Vinton, Iowa. Two Directors are appointed by the Mayor and approved by the City Council of the City of Vinton for such terms as the City Council determines. One of these appointments is a physician in active practice and a resident of Benton County, Iowa. The second Director appointed by the City of Vinton is a resident of Benton County, Iowa.”

“The Form 990 is distributed to the Board members prior to filing. The 990 is reviewed by the Hospital's CEO and CFO.”

“Any director, officer, key employee, Medical Staff member or committee member having an existing or potential interest in a contract or other transaction presented to the Board of Directors for deliberation, authorization, approval, or ratification, or any such person who reasonably believes such an interest exists in another person should make a prompt disclosure of the interest to the Board or committee prior to its acting on such contract or transaction. The interested party is required to disclose the nature and extent of his/her interest and any relevant and material facts known to him/her about the contract or transaction which might reasonably be construed to be adverse to the organization's interest. The Board requires annual statements from officers, directors, key employees, and key members of the Medical Staff. The body to which such disclosure is made determines, by majority vote, whether the disclosure shows that the non-voting and non-participation provisions below must be observed. If so, such persons should not vote on, nor use his/her personal influence on, nor participate (other than to present factual information or to respond to questions) in the discussions or deliberations with respect to such contract or transaction. Such persons may not be counted in determining the existence of a quorum at any meeting where the contract or transaction is under discussion or is being voted upon. The minutes of the meeting reflect the disclosure made and, where applicable, the abstention from voting and participation and whether a quorum was present.”

“The Board Wage & Salary Committee and full board reviews compensation increases for the CEO based on annual evaluations and the IHA Salary Survey. Comparisons to state averages are used. Substantiation of the deliberation and decision is documented in the Board minutes. The process is completed annually. The CEO determines compensation for the CFO and key employees, with approval from the Board Wage & Salary committee and full Board, based on annual performance evaluations and the IHA Salary Survey. Contemporaneous substantiation of the deliberation and decision is provided for any actions taken regarding compensation. The process is completed annually.”

“The Organization's governing documents, conflict of interest policy, and financial statements are not available to the public. Financial information is available through the public disclosure copy of the 990.”

“Repairs, maintenance and lease expense: Program service expenses 794,736. Management and general expenses 38,157. Fundraising expenses 2,696. Total expenses 835,589. Purchased services: Program service expenses 3,165,979. Management and general expenses 624,124. Fundraising expenses 2,025. Total expenses 3,792,128.”

“The endowment funds were restated for all the years as the auditors removed the land from prior year reporting.”