Missouri Delta Medical Center Foundation

“The corporate bylaws state that the organization shall be operated exclusively for the benefit of missouri delta medical center (mdmc) and that all members of the organization's board of trustees shall be appointed and elected by the board of directors of mdmc. The organization must obtain approval of the mdmc board of directors before any merger or consolidation of the organization or any sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all of the organization's assets. In addition, the mdmc board of directors approval is needed before any real property owned by the organization is encumbered or sold.”

“The corporate bylaws state that the organization shall be operated exclusively for the benefit of missouri delta medical center (mdmc) and that all members of the organization's board of trustees shall be appointed and elected by the board of directors of mdmc. The organization must obtain approval of the mdmc board of directors before any merger or consolidation of the organization or any sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all of the organization's assets. In addition, the mdmc board of directors approval is needed before any real property owned by the organization is encumbered or sold.”

“The corporate bylaws state that the organization shall be operated exclusively for the benefit of missouri delta medical center (mdmc) and that all members of the organization's board of trustees shall be appointed and elected by the board of directors of mdmc. The organization must obtain approval of the mdmc board of directors before any merger or consolidation of the organization or any sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all of the organization's assets. In addition, the mdmc board of directors approval is needed before any real property owned by the organization is encumbered or sold.”

“Before the 990 is filed, the vice-president of finance of missouri delta medical center reviews the form 990, which is prepared by an outside tax preparer. The missouri delta medical center foundation chairman of the board of directors will also perform a review of the form 990 before the form has been filed.”

“The organization's board of directors is governed by and follows missouri delta medical center's conflict of interest policy. The policy is as follows: members of the board of directors, principal officers, and members of any committee with board-delegated powers have an obligation to make decisions and to perform their duties for the sole benefit of the hospital. All persons serving in such capacity should avoid placing himself/herself in a position where personal interests are in conflict with the interests of the hospital. The following shall apply to this policy: 1. An "interested person" is a member of the board of directors, principal officer or member of any committee with board-delegated powers; 2. A person has a "financial interest" if the person has, directly or indirectly, through business, investment or family: a. A present or potential ownership, investment, interest, or compensation arrangement in any entity with which the hospital has or may have a transaction or arrangement; b. A compensation arrangement with the hospital or any entity or individual with which the organization has a transaction or arrangement. Compensation includes any remuneration, directly or indirectly, and gifts of favors, which are substantial in nature; 3. An "affiliated organization" includes any organization or entity owned or operated by the hospital or in which the hospital has a direct financial interest; if a conflict does arise, the hospital and any affiliated organization shall: 1. Require that the "interested person" leave the meeting during the discussion of and the vote on, the transaction or arrangement that results in the conflict of interest; 2. Appoint, if appropriate, under the circumstances then appearing, a non-interested person or committee to investigate alternatives to the proposed transaction or arrangement; 3. Determine, by majority vote of non-interested persons present, that the transaction or arrangement is in the hospital or affilliated organization's best interests and for its own benefit and is fair and reasonable to the hospital or affiliated organization. 4. Take appropriate disciplinary action with respect to an "interested person" who violates this conflict of interest policy to protect the organization's best interest. The minutes of any meeting of the board of directors or any committee with board-delegated powers shall include the following: 1. The names of the persons who disclosed financial interests and the nature of their financial interest; 2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement and a record of the vote. No physician, who receives compensation directly or indirectly from the hospital or any affiliated organization, shall be a member or serve on any committee deciding on compensation for independent contractors or principal officers of the corporation. No member of any compensation committee who has a conflict of interest shall, directly or indirectly, vote on matters pertaining to that individual's compensation. Every member of the board of directors, principal officers, and members of any committee with board-delegated powers shall sign an annual statement that such person: 1. Received a copy of the conflict of interest policy; 2. Read and understands the policy; 3. Agrees to comply with the policy; 4. Understands that the policy applies to all committees and subcommittees having board-delegated powers; and 5. Understands that the organization is a charitable organization and that, in order to maintain its tax exempt status, it must continuously engage primarily in activities which accomplish one or more of its tax exempt purposes.”

“The organization follows the missouri delta medical center's process used to determine compensation for the organization's president and other officers and key employees. The missouri delta medical center's salary and administrative review committee, which is made up of members of the board of directors, reviews the compensation for the president and vice-presidents of the medical center. The review of compensation utilizes the annual "executive compensation report" that is published by the missouri hospital association. A review of the missouri delta medical center's president and vice-presidents compensation was conducted for the year ending september 30, 2024.”

“The organization's governing documents, conflict of interest policy, and financial statements are provided to the public upon request.”