Good Samaritan Hospital Association

“The Executive Committee consists of all the Board of Trustees residing in the Rugby community plus the Chairman of the Board of Trustees. The Executive Committee shall have the power to transact all regular business of the hospital during the interim between meetings of the Board of Trustees and it shall refer to all matters of major importance to the Board.”

“Membership in the corporation shall consist of such Lutheran congregations which are now members of this Association and such other congregations as shall from time to time apply for membership herein. The Congregational members of the Organization shall be represented by the following 4 specific designations: -4 From Rugby/Balta/Orrin -1 From Towner/Willow City -1 from Rolette/Wolford/Dunseith -1 from Leeds/Maddock The Board of Trustees shall also have at least one physician representative and, in its discretion, two members at large Trustees, one of whom shall have a background in legal or insurance and another who shall have a background in finance both of whom shall reside in the geographical region served by the Association. The physician representative shall be a non-voting representative appointed by the Board of Trustees.”

“Each member church has up to three voting delegates at the annual meeting where the board of directors is elected to serve on the board.”

“Amendments to the Articles of Incorporation must be voted on by a two-thirds majority vote of the members. Amendments to Bylaws must be voted on by a two-thirds majority vote of the Board of Trustees.”

“The Board receives an electronic copy of the draft Form 990 prior to a board meeting to review. An overview of the 990 is provided as part of the financial summary for the Board during the actual board meeting to answer any questions they may have as well. A motion is made to approve the draft.”

“Covered Persons: All employees, managers, medical staff, executive leadership, board members, volunteers, contractors, and others engaged in the work place. A conflict of Interest Statement must be signed by each board member and shall be dated no later than December 31st of each year. Determination of conflict: All employees and board members are required to disclose any actual or potential conflict of interest and seek guidance on how to handle the situation. Conflict review: Actual or potential board member conflicts of interest must be disclosed to the Corporate Compliance Committee (CCC). The CCC will handle reports or concerns of situations that may give rise to a conflict of interest with the assistance of legal counsel. The CCC will issue its decision to the Covered Persons in writing and will document and file its decision. Restrictions on those with a conflict: In self-dealing transactions the board member shall not participate in the board decision-making and shall make full disclosure of their interests. If the fairness of the transaction is questioned, the burden of establishing fairness falls upon the trustee involved and the board member must seek guidance and approval from the CCC prior to pursuing any business or personal activity that may constitute a conflict of interest.”

“Comparative data is reviewed and incorporated into the review process such as looking at state wage survey data. For the CEO, each board member completes their own evaluation form. The human resource committee reviews the responses and makes a recommendation to the full board. The full board decides on any changes to CEO compensation. The review is done annually at time of anniversary date of contract. The board typically does not approve wages for other positions. The CEO approves the CFO wages. Comparative data is used throughout the facility and incorporated into the annual review of employee wages done by the department head or supervisor. Wages are compared to the NDHA annual salary survey report at the time of their annual review.”

“These documents are available upon request. Financial statements are available for viewing by the public at all board meetings.”

“The Organization is a 49% owner in a retail pharmacy located in the clinic building. The pharmacy bylaws requires an annual board meeting including representatives of the Hospital. The meeting evaluates the joint venture arrangement and assures the facility is not violating its tax exempt status. The pharmacy is organized and operating as a C-Corporation.”

“Contracted Services: Program service expenses 2,907,511. Management and general expenses 159,367. Fundraising expenses 0. Total expenses 3,066,878. Other Fees: Program service expenses 83,094. Management and general expenses 409,965. Fundraising expenses 0. Total expenses 493,059.”

“Change in interest in net assets of Foundation -3,656,545. Change in interest in net assets of Auxillary -15,932.”