Pella Hospital Foundation

“The executive committee is comprised of the president, vice president, secretary, treasurer, and one member of the board of directors. The executive committee has power to transact all regular business of the corporation during the interim between the meetings of the board of directors, provided any action taken does not conflict with the policies and expressed wishes of the board, and it must refer all extraordinary matters of importance to the board of directors.”

“The sole member of pella hospital foundation is pella regional health center.”

“Board members are selected by pella regional health center, the sole member of pella hospital foundation, from among persons who possess the ability to participate effectively in the board's responsibilities, and include, but are not limited to, persons who are residents of the community served by pella regional health center.”

“The following powers are reserved exclusively to pella regional health center, the sole member of pella hospital foundation, and no attempted exercise of such powers by anyone other than pella regional health center are valid: 1) to change or alter the philosophy, objectives, and purposes of pella regional health center foundation for which it was and is formed and exists 2) to elect members of the board of directors and to remove the same with or without cause 3) to amend, alter, modify, or repeal the articles of incorporation 4) to amend, alter, modify, or repeal bylaws 5) to consolidate pella regional health center foundation with another corporation, organization, program, or to affiliate pella regional health center foundation with another corporation, organization, or program where the affiliation involves the exercise of the powers to pella regional health center 6) to terminate the existence of pella regional health center foundation and to determine the distribution of assets upon such termination 7) to require a certified audit of corporate funds at any time and to appoint the fiscal auditor of pella regional health center foundation annually. Actions initiated by the board of directors on the following matters can be authorized by and be effective only with the approval of pella regional health center: 1) the appointment of the chief executive officer of pella regional hospital foundation 2) the acquisition, purchase, sale, lease, transfer, or encumbrance of any real estate or any substantial part of other assets of pella regional health center foundation 3) the approval of any dissolution, merger, affiliation, restructuring, financing, or refinancing of pella regional health center foundation or of any corporaiton of which pella regional health center is a member or controlling shareholder or other entity 4) any borrowing not indiciated in the capital or operating budget of pella regional health center foundation 5) the adoption of the annual operating and capital budgets of pella regional health center foundation 6) any contract of pella regional health center foundation where the amount of the funds to be expended or the obligation incurred is in excess of $100,000 7) expenditure of funds held as an endowment by pella regional health center foundation”

“The form 990 is distributed to all current board members and is reviewed by the ceo, cfo, and finance manager of pella regional health center, the sole member of pella hospital foundation, before it is filed with the internal revenue service.”

“Conflict of interest statements are signed by all board members and officers annually. The statements are reviewed by the president of the board. If a potential conflict arises the president of the board follows up. Pella hospital foundation does not have any key employees that would be subject to this policy. Any duality of interest or potential conflict of interest on the part of any member of the board of directors or officer should be disclosed to the other directors and made a matter of record, either through the annual disclosure procedure or when the interest becomes a matter of board action. Any director having an actual or possible conflict of interest on any matter should not vote or use his/her personal influence on any such matter, and he/she should not be counted in determining the quorum for meeting, even when permitted by law. The minutes of the meeting should reflect that a disclosure was made, the director's abstention from voting, and the quorum situation.”

“The governing documents, conflict of interest policy, and audited financial statements are available to the public upon written request.”

“Pella regional health center, the sole member of pella hospital foundation, has an audit committee that is responsible for oversight of the audit. The oversight and selection process has not changed from prior tax year.”