Hazen Memorial Hospital Association

“There were 10 board of directors at fiscal year end, but the board president only votes to break a tie. The Executive Committee shall consist of the President, Vice President and Secretary/Treasurer of the Board. The CEO of the corporation shall serve without voting powers. The Executive Committee shall have the power to transact all business of the corporation during the interim between meetings of the Board of Directors, provided that any action so taken shall not conflict with the policies and express wishes of the Board of Directors, and that it shall refer all matters of major importance to the full Board of Directors. This committee shall meet as required. In the current fiscal year, the Executive Committee did not meet to make any decisions on behalf of the full governing board.”

“Wayne Hoffner and Christie Obenauer have a business relationship.”

“Article IV, Section 2 changed the number of terms that a Board member can serve from (3) three year terms to (4) three year terms.”

“Any person, firm, association, or corporation interested in the activities of this organization, and residing in the service area, may become a member thereof, provided that he has first made a contribution to the association at some time. Each member has one voting right.”

“The members elect the Board of Directors on an annual basis.”

“The members must also approve/disapprove the dissolution of the organization or the merger or consolidation of the organization with another corporation.”

“All items discussed at committee meetings are brought to the full board for recommendations for board action. The organization did not have any committees that acted on behalf of the board.”

“Upon receipt of the draft Form 990, a copy will be forwarded to the board members for their review and comment.”

“The Board of Directors is covered by the conflict of interest policy. Only one conflict has been disclosed this fiscal year by a member of the Board of Directors. The director who has acknowledged the conflict of interest is excused from the board meeting whenever there is discussion about the relevant issue. Although the written policy as of June 30, 2016 did not address the officers of the organization, the officers do review and comply with the policy and disclose to the board of directors if a conflicts does exist. After the conflict is self-reported that officer abstains completely from the decision process of the issue at hand.”

“The CEO was paid by an unrelated organization that annually used comparability data to review and determine his compensation. The decision was made by the Board of Directors from both the unrelated organization and Sakakawea Medical Center. For purposes of determining the CFO's compensation package at Sakakawea Medical Center, a variety of resources are used. The Organization takes into consideration what is appropriate compensation for that respective position, based on their market. The Organization uses salary surveys from the North Dakota Hospital Association and also refers to the public 990 information from similar sized hospitals in North Dakota. The CFO is evaluated by the CEO annually and the compensation is based on the above information.”

“The Organization's governing documents, conflict of interest policy, and financial statements are available if specifically requested.”

“Darrold Bertsch, CEO, is an employee of Coal Country Community Health Center (CCCHC) and provides CEO services to both SMC and CCCHC. However, as an employee of CCCHC, Darrold receives his W-2 from CCCHC. Sakakawea Medical Center reimburses CCCHC for part of Darrold's salary based on a contract. The compensation reported in Part VII of the core form and Schedule J, Part II reflects total base compensation, benefits and payroll taxes associated with this compensation on which SMC reimbursed CCCHC for his services solely to SMC, which was reported on his 2020 Form W-2 from CCCHC. In the calendar year 2020, Darrold received $156,114 from CCCHC related to the reimbursement of his services as SMC CEO. The deferred compensation reported in Part II are in relation to the 457(f) plan premiums SMC paid on his behalf. This deferred compensation is not included in the amount SMC reimburses CCCHC. Brian Williams, CEO, is an employee of Coal Country Community Health Center (CCCHC) and provides CEO services to both SMC and CCCHC. However, as an employee of CCCHC, Brian receives his W-2 from CCCHC. Sakakawea Medical Center reimburses CCCHC for part of Brian's salary based on a contract. The compensation reported in Part VII of the core form and Schedule J, Part II reflects total base compensation, benefits and payroll taxes associated with this compensation on which SMC reimbursed CCCHC for his services solely to SMC, which was reported on his 2020 Form W-2 from CCCHC. In the calendar year 2020, Brian received $24,284 from CCCHC related to the reimbursement of his services as SMC CEO.”

“Medical Purchased Services: Program service expenses 1,955,203. Management and general expenses 0. Fundraising expenses 0. Total expenses 1,955,203. Other Purchased Services: Program service expenses 96,886. Management and general expenses 79,982. Fundraising expenses 0. Total expenses 176,868.”

“Change in Interest in Net Assets of Sakakawea Medical Center Foundation -14,046. Change in Net Assets of Hazen Memorial Hospital Auxiliary -689.”