Olathe Health System Inc

“The executive committee is authorized that, to the extent provided in their charters adopted by the board, will exercise the authority of the board in the management of the corporation, except for certain expressly-prohibited actions. The executive committee consists of 5 or more voting directors of the board. The chairperson of the board will serve as the chairperson of the executive committee. The executive committee does not have the power or authority of the board to engage in the following acts on behalf of the corporatiion or any of its publicly supported organizations: (a) authorize distributions to members, directors, officers agents or employees except in exchange for value recieved (b) approve or recommend to members the dissolution or merger, or the sale, pledge or transfer of all or substantially all of the assets (c) elect, appoint, or remove directors or fill vacancies on the board or any of its committees (d) adopt, amend, or repeal the articles or bylaws (e) appointing and removing the president & chief executive officer or any officer position of senior vice-president or higher (f) borrowing or incurring debt in excess of $2,000,000 (g) approving any liens, mortgages, pledges of revenue or accounts receivable or other security interst in any form involving real property of a value in excess of $2,000,000; provided that, the transaction shall not apply to a security interest if arising under a contract and securing solely payment for goods or services purchased under the same contract (h) modifying any debt or borrowing of the obligated group (i) approving any unbudgeted operating or capital expenditure or commitment in excess of $3,000,000 (j) without limiting (i) above, approving any capital expenditure or commitment in excess of $5,000,000 (k) entering into or carrying out a lease, contract or transaction, whether for real or personal property or for services, under which the aggregrate consideration over the term exceeds $5,000,000 (l) disposing, whether through lease, sale, gift, or similar transaction real or personal property of a value in excess of $5,000,000. The committee will keep a complete record of its activities and regularly report them to the board. Although a committee may have and exercise the authority of the board in the management of the corporation, all action taken by each committee, as with the board, will be subject to subsequent revision, alteration or change by the board, provided that unless and until so revised, altered or changed, the action of the committee shall constitute due approval on behalf of the board and the corporation, and in all events, the rights of third persons will not be affected thereby. Affected thereby.”

“Frank h devocelle, stan holm, tierney l grasser, and john staton, serve as an officer or director of related for profit companies.”

“The governing documents were amended to change the mission statement of the organization.”

“An independent accounting firm prepares and reviews the 990. The 990 is then reviewed by the organization's management personnel. Any questions and concerns management has are addressed and any corrections or clarifications are made. The tax return is then reviewed by the audit and compliance committee of the board of olathe health system, inc. Prior to filing the return with the internal revenue service the final form 990 with all required schedules is provided to all voting board members.”

“The purpose of the organizations conflict of interest policy is to protect the organizations interest when it is contemplating a decision or entering into a transaction or arrangement that might benefit the private interest of any person in a position of authority over the organization, or might result in a possible excess benefit transaction. Corporate officers and members of the board of directors review the conflict of interest policy and complete a disclosure of information form annually. A summary of the annual disclosures of information is provided to the full board for review at least one time per year. The conflict of interest policy calls for any interested person to disclose the existence of a financial relationship or competitive interest in connection with any pending transaction or arrangement. The individual is given the opportunity to disclose all material facts to the directors considering the proposed transaction or arrangement that gave rise to the disclosure. When a transaction involves an interested party, the following procedures are followed: 1. The interested party leaves the meeting after providing any material facts or discussion regarding the matter that gives rise to the interest unless requested to stay by the remaining board or committee members. 2. If appropriate, the board may appoint a non-interested person or committee to investigate alternatives to the proposed transaction; 3. The interested director may not vote in the matter that gives rise to the interest. 4. In order to approve the transaction, the board must first find, by a majority vote of the directors then in office, without counting the vote of the interested director. A. That the proposed transaction is in the organizations best interests and for its own benefit, and b. That, after reasonable investigation, the board has determined that the organization cannot obtain a more advantageous transaction with reasonable efforts under the circumstances.”

“Annually, the personell and compensation committee of the board, which is comprised of independent members of the board, reviews and approves the compensation of the ceo, other officers and key employees of the corporation in accordance with their compensation policy. The committee engages an independent compensation consultant, and reviews third party salary surveys, to evaluate the compensation of the ceo, officers, and key employees of the corporation to determine the fair market value of the current compensation, salary ranges and benefits. Compensation for such officers is approved by the committee, and information of their findings is available to all board members. In addition, the corporation has a written contract with the ceo.”

“The organization's governing documents, conflict of interest policy and financial statements are not available to the public.”

“Continued - inc. And miami county medical center, inc. These are related 501(c)(3) organizations which provide hospital and physcian services to citizens of the community.”

“Olathe medical center, a related 501(c)(3) organization, issued 3 1099-misc forms on behalf of olathe health system, inc. For 2018.”

“Transfer from affiliates $ 411,934 change in equity of affiliates $ (27,387,519) -------------- $ (26,975,585)”

“The audit and compliance committee of the board was established and has oversight of the audit process, including selection of the independent accountant.”