Centerlight Certified Home Health Agency

“Centerlight health system, inc. Is the sole member of centerlight certified home health agency.”

“Centerlight health system, inc. May elect one or more members of the governing body.”

“Any director may be removed, with or without cause, at any time by the affirmative vote of the member provided that if the removal is for cause, the affected director shall have been given prior written notice of such proposed action and offered an opportunity to appear and be heard on the matter before the member takes final action. The approval of the member shall be required for all actions of the corporation for which member approval is required under the not-for-profit corporation law of the state of new york. Without limiting the foregoing or any other provision of these bylaws, the approval of the member requires the corporation to: (a) effect a merger, consolidation, reorganization, or sale or other disposition of the corporation or all or substantially all of the corporation's assets; (b) effect any dissolution, liquidation or other winding up of the corporation or the cessation of all or a substantial part of the business of the corporation; (c) amend the corporation's certificate of incorporation or by-laws; (d) effect a material change in the corporation's business; (e) increase the number of directors or change the term of the directors on the corporation's board of directors; (f) create any mortgage, pledge or other security interest in all substantially all of the assets or property of the corporation other than in the ordinary course of business; (g) make any guarantee or become a sponsor, other than in the ordinary course of business; or (h) make any change that would result in the transfer of ultimate voting control of the corporation to another person or entity other than the member of the corporation.”

“The returns are based on the certified financial statements, as well as information provided in response to a detailed questionnaire with additional information not included in the financial statements including compensation and benefits for senior management, procedures for establishing such compensation, and governance policies and procedures (conflicts of interest, record retention and destruction, whistleblower). Drafts of the completed returns are reviewed by the cfo. Any comments arising from our review are discussed and if required, changes are made to the draft. That draft is submitted to the audit committee for its review and approval. Once the audit committee has completed its review, copies of the returns are provided to all board members.”

“Enforcement: new board members and employees are given a copy of the respective policies. Each year all employees are reminded at the annual corporate compliance program training of the policy and of the sanctions associated with non-compliance. Annually, directors of the board and are asked to review the policy and to disclose any potential or actual conflicts that may have occurred since the last disclosure. The audit committee of the board reviews the board and senior management disclosures. Procedures for managing identified conflicts: before the board of directors takes action to review or approve a contract, transaction or compensation arrangement involving an actual conflict of interest, the director, officer, or employee who has the potential/actual conflict of interest and who is in attendance at the meeting must disclose all facts material to the conflict of interest. The chairperson of the board or designee (if appropriate) will appoint a disinterested person or committee to investigate and report to the board of directors alternatives to the proposed transaction or arrangement. Based on the information furnished by the disinterested person or committee, the board of directors will make a determination of whether the organization can obtain a more advantageous transaction or more reasonable arrangements from an entity or person that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement that would not give rise to a conflict of interest is not reasonably attainable under the circumstances, the board of directors will determine, by a majority vote of the disinterested directors, whether the transaction or arrangement is in the organizations' best interest and for its own benefit and whether the transaction is fair and reasonable to the organization. A director who has a conflict of interest may not vote on the transaction or arrangement and may not be present in the meeting room when the vote is taken, unless the vote is by secret ballot. The directors' ineligibility to vote is reflected in the minutes of the meeting. The audit committee, which is composed solely of disinterested directors, will ensure that these procedures are complied with, and recommend removal of those that fail to comply with the policy. Monitoring: continuously, throughout the course of the year, all employees and directors are reminded of the conflicts of interest policies through cases and consequences discussions of non-compliance. This is done via e-mail, at directors meetings, and during steering committee meetings.”

“The organization makes its form 990 available for public inspection as required under section 6104 of the internal revenue code. The return is posted on guidestar.org and other similar types of websites. In addition, the financial statements, conflict of interest policy, articles of incorporation and by-laws are also available upon written request.”

“The organization has a committee that is responsible for the oversight of the audit of its financial statements and selection of an independent accountant. The process has not changed from the prior year.”