Baptist Health Deaconess Madisonville Foundation Inc.

“The organization's sole member is Baptist Healthcare System, Inc. (EIN: 61-0444707), a non-profit, tax-exempt corporation organized under and pursuant to the provisions of the laws of the Commonwealth of Kentucky.”

“Baptist Healthcare System, Inc., the sole member, has the authority to appoint the Board members for Baptist Health Foundation Madisonville, Inc.”

“The consent and approval of the sole member, Baptist Healthcare System, Inc., shall be required for all major corporate actions, and any act the result of which would be to: 1) amend, repeal or alter the Articles of Incorporation or Bylaws; 2) merge or consolidate or agree to merge or consolidate the corporation with or into any organization; 3) liquidate, reorganize or recapitalize the corporation; 4) create or incur any indebtedness which exceeds $50,000; 5) make any capital expenditure which exceeds $50,000; 6) authorize the execution of any contract, agreement or similar instrument by which the corporation may be obligated to pay more than $50,000 in any year; 7) other than acquiring marketable securities held for investment purposes, acquire the stock of any corporation or invest in or acquire an interest in any business enterprise; 8) sell or agree to sell or otherwise dispose of all or a substantial part of the assets of the corporation or any investment or interest in any business enterprise, other than marketable securities disposed of in the ordinary course of the corporation's activities; 9) adopt the corporation's annual operating budget and capital expenditures budget; 10) accept any gift that requires the corporation or the Member to match funds, carry out substantial new activities in connection with the gift, or that is made subject to restrictions that are not clearly consistent with the corporation's charitable purpose or with the Member's mission; 11) accept any gift of real property; 12) accept any gift that requires the corporation to assume indebtedness; 13) make any gift or contribution to any organization other than the Member -unless such gift or contribution is approved by the Member or is consistent with guidelines established by the Member; 14) adopt investment guidelines or select a fund manager.”

“The governing body receives an electronic copy of the Form 990 including requested schedules as ultimately filed with the IRS. Any questions are addressed by explanation or a change to the form.”

“Annually the Secretary of Baptist Health System, Inc. sends out a Conflict of Interest questionnaire to each of the officers and directors serving on the Board of Baptist Health Foundation Madisonville. After completion, they are returned to the secretary and reviewed by the Board or the Governance Effectiveness Committee for any potential conflicts. A conflict of interest is any circumstance, relationship (financial or otherwise), activity or decision (made in the course of governance, management or professional responsibilities or otherwise) that adversely influences or appears to adversely influence the ability of a covered person to: 1) make objective decisions on behalf of Baptist Health Foundation Madisonville and/or 2) act in the best interests of Baptist Health Foundation Madisonville in a manner consistent with the tax-exempt purposes of Baptist Health Foundation Madisonville . The Board or Committee will determine by a majority vote of disinterested directors whether the disclosed financial or special interest may result in a conflict of interest.”

“Directors and officers of Baptist Health Foundation Madisonville, Inc. are not employees of the Foundation but are employees of Baptist Healthcare System, Inc., a tax-exempt 501(c)(3) organization which is the sole member of the Foundation. Annually in September, the Baptist Healthcare System, Inc. Compensation Committee reviews the compensation, including base compensation and incentive compensation for the president and all officers of Baptist Healthcare System, Inc. The Baptist Healthcare System, Inc. Compensation Committee is comprised of independent Board members. The committee retains a compensation consultant to advise the committee and who provides data as to comparable compensation for similarly qualified persons in functionally comparable positions at similarly situated healthcare organizations. The committee reviews this information in approving annual base and incentive compensation and other items of reportable compensation described on Schedule J of the IRS form 990. The decisions of the committee regarding compensation are contemporaneously documented in the minutes of the committee. Annually, the committee chairperson and the compensation consultant provide a report on executive compensation to the full Board of Directors of Baptist Healthcare System, Inc. All other officers of the Foundation are not employees of the Foundation nor are they compensated by the Foundation.”

“The organization will provide any documents open to public inspection upon request.”

“Officers of Baptist Health Foundation Madisonville provide services to Baptist Healthcare System, Inc. and its subsidiaries. Hours worked are not tracked on an entity by entity basis. Therefore, all officers and directors' hours reported on Form 990, Part VII, Compensation of Officers, Directors, Trustees, Key Employees, Highest Compensated Employees and Independent Contractors represent aggregate hours worked per week for all entities.”

“To assist, advance, strengthen and support Baptist Health Madisonville, Inc. and its sole member, Baptist Healthcare System, Inc. in their mission and ministry of continuing our Christian heritage of service by enhancing the health of the people and communities we serve.”

“Baptist Health Foundation Madisonville, Inc. is a non-profit, non-stock corporation which operates to encourage, solicit and receive donations, bequests, gifts and benefactions made to or for the benefit of Baptist Health Madisonville, Inc., (BHM), and its other related exempt affiliate corporations. Baptist Health Madisonville is a subsidiary of Baptist Healthcare System, Inc., (BHS), which operates seven hospitals in Kentucky and one hospital in Indiana. BHS and BHM are described under section 501(c)(3) and are classified under Section 509(A)(1) as public charities. Baptist Health Foundation Madisonville is operated exclusively for the benefit of, to perform the functions of, and to carry out the purpose of BHS, BHM and their related and affiliated corporations that are qualified under Section 509(A)(1) or 509(A)(2).”

“Intercompany BS Transfers 972,210.”

“The Form 990 was amended to reflect the transition to a new treasurer during the fiscal year, and to correct the amounts reported as compensation for two directors and an officer.”