Baptist Health Foundation Corbin Inc

“Baptist Healthcare System, Inc. (EIN 61-0444707) is the sole member of the corporation.”

“The sole member, Baptist Healthcare System, Inc. has the authority to appoint all board members for Baptist Health Foundation Corbin, Inc.”

“The consent and approval of the Member shall be required for all major corporate actions including the following: (a) amend, repeal or alter the articles of incorporation or bylaws; (b) merge or consolidate or agree to merge or consolidate the Corporation with or into any other organization; (c) liquidate, reorganize or recapitalize the Corporation; (d) create or incur any indebtedness which exceeds $100,000; (e) make any capital expenditure which exceeds $100,000; (f) execute any contract, agreement or similar instrument by which the Corporation may be obligated to pay more than $50,000 in any year; (g) other than acquiring marketable securities held for investment purposes and accepting gifts of marketable securities, acquire the stock of any corporation or invest in or acquire an interest in any business enterprise; (h) 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; (i) approve the Corporation's annual operating budget and capital expenditures budget; (j) accept any gift that requires the Corporation or the Member to match funds, to 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 purposes and with the Member's mission; (k) accept any gift of real property; (l) accept any gift that requires the Corporation or the Member to assume indebtedness; (m) 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; (n) adopt investment guidelines.”

“The IRS Form 990 is internally prepared and reviewed by finance and foundation management. The governing body receives an electronic copy of the Public Disclosure Copy of the Form 990 for review prior to filing with the IRS. Any questions or comments are addressed by explanation or a change to the form.”

“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, (any officer, director or other person in a similar position of authority over Baptist Health Foundation Corbin, including executive management) to: 1) make objective decisions on behalf of Baptist Health Foundation Corbin and/or 2) act in the best interests of Baptist Health Foundation Corbin in a manner consistent with the tax-exempt purposes of Baptist Health Foundation Corbin, Inc. Each Director shall be required to complete an annual disclosure statement, in a form established by the Corporation, setting forth businesses or organizations in which such Director has an interest, as well as other pertinent information, and deliver such statement to the Corporation for retention in its records.”

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

“Officers of Baptist Health Foundation Corbin 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. The Directors that received compensation from a related organization, as reported on Form 990, Part VII, were compensated by Baptist Healthcare System, Inc., a related organization, for their role at Baptist Healthcare System, Inc., and not for their role as a Director of Baptist Health Foundation Corbin, Inc.”

“The employment tax returns for the employees reported on Line 2a were reported under a common paymaster. The employment taxes were reported and paid by Baptist Healthcare System, Inc. (EIN:61-0444707).”

“Other Adjustment -472,623.”