Excelsior Springs Health Care Foundation

“There shall be one (1) class of voting members, which shall be known as the board of trustees. The qualification requirements of the class are as follows: members who shall consist of those persons who from time to time are members of the board of trustees of the excelsior springs city hospital or its successors, existing under the authority of sections 96.150 through 96.228, revised statutes of missouri, 1986, as amended. All members of the board of trustees shall have voting rights and each member shall be entitled to one (1) vote.”

“The administrator (chief executive officer) of excelsior springs medical center shall serve as a member of the board of directors of the excelsior springs healthcare foundation so long as he/she continues to hold such position with excelsior springs medical center.”

“An independent accounting firm prepares and reviews form 990. The form 990 is then reviewed by the organization's accounting personnel. Any questions and concerns the organization's accounting personnel are addressed and any corrections or clarifications that need to be made are made. The final form 990 with all required schedules is then provided to all voting members of the board prior to filing the form 990.”

“Any director, officer, key employee, or committee member having an existing or potential interest in a contract or other transaction presented to the board of directors or a committee thereof for deliberation, authorization, approval, or ratification, or any such person who reasonably believes such an interest exists in another person, shall make a prompt, full, and frank disclosure of the interest to the board or committee prior to its acting on such contract or transaction. The interested party shall 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 interests of the board or the corporation. The body to which such disclosure is made shall determine, by majority vote, whether the disclosure shows that the non-voting and non-participation provision below must be observed. If so, such person shall not vote on, nor use his/her personal influence on, not 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 person 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 shall reflect the disclosure made, the vote thereon and, where applicable, the abstention from voting and participating, and whether a quorum was present.”

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