Dakota Medical Charities

“The Executive Committee will be comprised of the Chair, Vice Chair, Secretary, Treasurer, the Chairs of the High Impact Governance Committee, the Finance/Investment Committee, and up to two Board Members At-Large. The Immediate Past Chair shall also serve on the Executive Committee. The Board Member(s) At-Large shall be elected by the Board at its organizational meeting. Four (4) members of the total committee membership shall be members of the medical staff of hospitals or clinics. The Executive Committee: A. Shall be responsible for the day-to-day activities of the Foundations. B. May review actions of all the Foundation's committees and give recommendations to the Board. C. Shall annually evaluate the performance of the Executive Director and may appoint a Compensation Subcommittee to conduct the evaluation. D. Shall set the Executive Director's annual compensation and terms of employment. E. Shall recommend to the Board a process for recruiting and selecting an Executive Director of the Foundations in the event of a vacancy in the position. F. Shall review and recommend to the Board the number and salary ranges of all staff of the Foundations. G. Shall review and may make expenditures up to and including fifty thousand dollars ($50,000) without Board approval unless otherwise specifically prohibited.”

“Michael Schumacher and Damon Gleave both have business relationships, as employees and CFOs of Dakota Medical Charities, with J. Patrick Traynor who serves as the Executive Director and is an employee of Dakota Medical Foundation, (a related organization), and the Board members of the Foundations pursuant to the business relationship definition per IRS guidelines. Board members include: Barbra Brookshire, OD, Julene Brown, RN, Chris Kennelly, Susan Mathison, M.D., Jennifer Thompson, Eric Monson, Amanda Thomas, (term ended Janaury 2024), Rob Lauf, DDS, Nola McNeally, John Deutsch, PharmD., Kim Meyer, David Akkerman, M.D., Vanessa Coulter, APRN, CNP, and Jessica Kuhn, NP. In addition J. Patrick Traynor and Kim Meyer serve on the board of directors of Gate City Bank.”

“The sole member of the organization is Dakota Medical Foundation.”

“The voting board members of Dakota Medical Charities consist of the voting members that have been elected to serve on the Board of Directors of Dakota Medical Foundation.”

“The sole member, Dakota Medical Foundation, has the power and right, prior to the Board of Directors taking final action, to approve or reject or consent on the following matters: -The adoption and implementation of annual operating and capital budgets; -Capital expenditures in excess of any specific limit that may from time to time be established; -The sale or transfer of assets other than in the ordinary course of business; -Any amendment of the Articles of Incorporation or the Bylaws; -Merger, reorganization, dissolution, or transfer of any substantial portion of the assets; -The incurrence of debt; -The compensation of officers; -The adoption and modification of employee benefit plans.”

“The Form 990 is provided to all Board members for review and comment prior to filing. In addition, the filed copy is presented as an agenda item at the next scheduled Board meeting.”

“Board Members and staff are annually required to review and declare conflicts. Members of the Foundations' management follow written procedures for staff conflicts. Board Members abstain from voting on any issues that create a conflict of interest.”

“The Executive Director's performance and compensation are reviewed annually by the Executive Committee. The Executive Director's compensation changes are approved by the Board. The Executive Director's compensation was reviewed in July 2022 by RPVerchota & Associates LLC, an independent human resource consulting firm engaged by the Board to establish a reasonable and competitive base compensation range. Changes to compensation in subsequent years are based on the established range, performance and inflationary changes, and compared with the Council on Foundations' annual salary surveys and other available relevant sources. Other staff compensation ranges are reviewed by the Executive Committee and/or the Executive Director and compared periodically with the Council on Foundations' salary surveys and other available relevant sources.”

“The Foundations make their governing documents, conflict of interest policy, and audited consolidated financial statements available to the public upon request.”

“In FY24 Dakota Medical Foundation and Impact Foundation teamed up and began the Lead with LIGHT initiative. The program offers hope and replaces doubt, despair and lack of direction. Lead with LIGHT is a leadership program that aims to help leaders develop their capabilities to create civil, healthy, high-performing environments where those around them will shine their brightest. The ultimate vision is to grow and develop thousands of Leaders of LIGHT across the region to ignite a movement to see light, be light, and spread light. Lead with Hope & Vision Instill Meaning & Purpose in All We Do Galvanize Gratitude Honor Health: Mind, Body, and Spirit Talk, Walk, and Model Civility, Forgiveness, and Love for All The Foundations hosted two in-person events introducing the community to Lead with LIGHT. The first being on June 18, 2024 - an introduction session of "Talk, Walk, and Model Civility, Forgiveness, and Love for All", the second on August 13, 2024 - "Honor Health: Mind, Body, and Spirit". The Foundations also started an every-other-week newsletter for subscribers to practically implement the Lead with LIGHT framework within their own lives.”

“The Finance/Investment Committee has responsibility for oversight of the annual audit of the Foundations' consolidated financial statements and the selection of an independent accountant. The Finance/Investment Committee recommends to the Board of Directors for approval the results of the annual audit and the annual selection of the independent accountant.”