Prairie Du Chien Memorial Hospital

“The Board by resolution may appoint an Executive Committee that shall have and may exercise, when the Board of Directors is not in session, all of the powers of the Board of Directors in the management of the business and affairs of the Corporation; provided, however, that the Executive Committee is not authorized to take action with respect to election of officers, the filling of vacancies on the Board or on committees, amendment of the Articles of Incorporation or these Bylaws, or approval of any merger, conversion, liquidation, or sale of substantially all the assets of the Corporation.”

“Crossing Rivers Health appoints one of the Foundation's Directors from among the active members on the Hospital's Board of Directors. An appointed Director may be removed or replaced by the Hospital Board of Directors at any time. The Chief Executive Officer of the Hospital is an ex officio, Designated Director, of the Foundation with voting rights.”

“The Directors of the Board receive a copy of the Form 990 before it is filed. The Foundation's Chief Development Officer and the Hospital's CEO and CFO review the Form 990.”

“The Directors of the Board and officers are required to complete and sign a conflict of interest policy annually. The policies are reviewed and discussed by the Board of Directors. Any Director having a conflict of interest on any matter should abstain from voting on the matter but may be counted in determining the quorum for the vote on the matter. In addition, he or she should not use his or her personal influence on the matter, but may briefly state his or her position on the matter and may answer pertinent questions from other Directors since his or her knowledge may be of great assistance. The minutes of the meeting involving any such situation should reflect that a conflict existed, that a disclosure was made regarding the conflict, that the conflicted Director abstained from voting, and whether or not a quorum existed. If a Director is uncertain as to whether he or she has a conflict of interest which requires abstention, or if a Director asserts that another Director has such a conflict, the Board of Directors, by majority vote of those present other than the Director having the possible conflict, shall decide whether abstention is required. If abstention is required, the affected Director should abstain from voting on the matter.”

“The Chief Development Officer is compensated by Crossing Rivers Health, an unrelated entity. The Foundation is charged a portion of the Officer's compensation for time spent performing Foundation duties. Crossing Rivers Health uses approval by independent persons, comparability data and documentation on annual compensation reviews.”

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