Reading Health System Foundation

“The sole member of the corporation is reading hospital, a pennsylvania nonprofit corporation.”

“In addition to all matters required by law or by other provisions of the bylaws to be approved by the sole member (reading hospital) of the corporation, the sole member may initiate and implement any proposal with respect to the election or removal of the members of the board of directors of the corporation.”

“The sole member (reading hospital) may initiate and implement any proposal with respect to the following, and if any proposal with respect to any of the following is otherwise initieated, it shall not become effective unless approved by the sole member of the corporation: 1.the amendment of the articles of incorporation, or bylaws; 2.the sale, purchase, lease, or encumbrance with debt, in any way, of real property of the corporation or the creation of any encumbrance upon or execution of any debt instrument affecting or restricting any asset of the corporation in excess of an amount specified from time to time by resolution of the sole member; 3.the transfer of any assets of the corporation, excluding the transfer of equipment which has such a value as the sole member may designate from time to time upon the president's recommendation; 4.the election or removal of the members of the board of directors of the corporation; 5.the approval of the annual operating and capital budgets of the corporation; 6.the approval of investment advisors, outside legal counsel, and auditors for the corporation; 7.the creation or formation of a subsidiary of the corporation; and 8.the approval of non-budgeted expenditures by the corporation of such amount as the sole member may designate from time to time upon the president's recommendation.”

“The reading hospital foundation form 990 is prepared by hospital staff, reviewed by an external tax advisor and posted on a board portal for board members to view prior to filing. Members are alerted to information and notices. A copy of form 990 is available upon request to any board member unable to view from the portal.”

“It shall be the policy of the hospital and correspondingly reading hospital foundation to require each board member to submit in writing to the chief executive officer a list of business or other organizations of which the member or member's spouse is an officer, director, member employee or owner with which the company might reasonably enter into a relationship or a transaction in which the board member would have conflicting interests. Each year a copy of the written statement will be sent to the board member for updating and resubmission and by which the board member shall confirm his or her awareness of this policy.”

“The independent compensation committee is responsible for the review and approval of all compensation and benefits provided. The committee works with an independent compensation consultant to prepare and review in advance comprehensive data showing the compensation provided by similarly situated organizations for functionally similar positions.”

“There is an executive compensation study completed by the compensation committee. The executive committee of the board reviews all executive staff wages.”

“The organization does not make its governing documents, conflict of interest policy and financial statements available to the public.”

“Intercompany elimination 2,303,957 assets released from restrictions -2,333,773 total -29,816”