Hamilton Memorial Foundation

“The sole member of the foundation shall be hamilton memorial hospital., an illinois not for profit corporation (the member).”

“The member has the power to appoint the board of directors except for any director who serves ex officio, and to remove appointed directors with or without cause.”

“The member has the following powers: (a)to establish and change the philosophy of the foundation; (b)to appoint the board of directors except for any director who serves ex officio, and to remove appointed directors with or without cause; (c)to approve amendments to the articles of incorporation of the foundation as provided therein; (d)to approve amendments to the bylaws of the foundation; (e)to approve the merger, consolidation, or dissolution of the foundation; (f)to approve the sale, conveyance, assignment, transfer, alienation, pledge, encumbrance, mortgage or lease of real property or any interest therein of the foundation in accordance with policies approved by the member from time to time; (g)to approve (i) the acquisition of real property or any interest therein or (ii) the acquisition of stock of a corporation if, after the acquisition, the foundation will own a majority of the voting stock of such corporation, in accordance with policies approved by the member from time to time; (h)to approve the sale, transfer or other disposition (disposition) of the voting stock of a corporation if before the disposition the foundation owned a majority of the voting stock of the corporation and after such disposition the foundation would not own a majority of the voting stock of the corporation, in accordance with policies approved by the member from time to time; (i)to approve any borrowing or guarantees of the foundation in accordance with policies approved by the member from time to time; (j)to approve the acceptance of any gift or contribution which, in connection therewith, would impose a continuing obligation upon the foundation, including, without limitation, the obligation to provide health care services, pay an annuity or otherwise, except as otherwise determined by the member pursuant to policies adopted by the member from time to time; (k)to approve or reject proposals for expenditures or contributions in accordance with article ix of the bylaws in the event the chairman of the board of the member and the board of directors do not agree with respect to the approval of such proposal; (l)to approve the annual operating budget of the foundation; and (m)to establish centralized employee benefit, insurance, investment, financing, corporate responsibility, performance assessment and improvement and other operational and support programs; to require the participation of the foundation in such programs; and to authorize the opening and closing of bank accounts and investment accounts in the name of the foundation in connection with such programs.”

“A draft of the 990 is prepared and provided to the board for their review and approval prior to filing the final return.”

“Although the foundation does not have their own policies, the organization follows the policies instituted by the hospital, a related organization. Board members are required to complete conflict of interest forms annually.”

“Documents are available upon written request.”

“Process has not changed from prior year”