Frederick Health Hospice Inc

“Frederick health hospital, inc is the sole member of the corporation.”

“The member (fhh, inc.) shall take the following actions on behalf of the corporation: - appoint, and as necessary, remove the executive director of the corporation; provided, however, that the member shall take no such action without prior consultation with the board of directors; - formulate, communicate and implement strategic planning and financial management; and - select a fiscal auditor. The corporation may take the following actions only with the prior approval of the member: - disolve or liquidate; and - create, dissolve or divest any subsidiary, partnership or llc.”

“The following shall not be deemed to have taken place absent subsequent ratification by the member: - election or replacement of a director or the filling of a vacancy on the board of directors; or - at such times as the member deems necessary, and pursuant to the vote of at least two-thirds of the member's directors, remove a director of the corporation; or - change the mission of the corporation, or - amend the articles of incorporation and/or bylaws of the corporation.”

“The 990 is prepared in conjunction with outside tax accountants and is reviewed by upper management prior to providing a copy to the board. A copy of the form 990 was provided to all members of the board prior to filing.”

“The frederick health hospice, inc. Board of directors is committed to meeting its fiduciary responsibilities and maintaining its duty of loyalty to the hospital and the community it serves. To this end, the board will exercise vigilance in identifying any conflicts of interest. The board will also maintain transparency and objectivity in making decisions about conflicts of interest so that the organization's mission is always the first priority. The chairperson (or vice chairperson if the chair is involved) will notify all directors of a reported conflict of interest and will decide whether to take the matter to the full board to decide whether a conflict exists and, if so, to decide what action to take. Alternatively, the chair person will refer the matter to the governance committee for an in-depth examination, summary, and recommendation prior to a full board discussion and decision. If time is of the essence, the chairperson will take the matter to the executive committee, and the chairperson will notify the full board of such action. Where a conflict of interest has been identified the board member shall not vote or be present for the discussion or the vote regarding the transaction at either the full board, executive committee, or governance committee meetings except to answer questions that may be asked of him or her. To prevent actual or perceived influence on the board's decision, the conflicted member is prohibited, after initial disclosure, from discussing the conflict of interest either formally or informally with fellow directors or with members of the management. There will be an annual review of all board members officers' transactions prepared by the administration and reviewed by the governance committee and the full board of directors. At that time, all directors will be reminded of the irs intermediate sanctions regulation that establishes excise taxes as a sanction against administrators and directors of tax-exempt organizations who participate in 'excess benefit transactions' (e.g., unreasonable high employment compensation or business deals).”

“The governing documents and the conflict-of-interest policy are available upon request. Frederick health, inc's consolidated annual audited financial statements are available at www.frederickhealth.org”

“Director Patrick J. Mansky received compensation from Frederick Health Medical Group, LLC for physician services. Director Thomas A. Kleinhanzl received compensation from Frederick Health Hospital, Inc. for employment as president and CEO. Director Heather R. Kirby received compensation from Frederick Health Hospital, Inc. for employment as VP integrated care CPHO. Hannah Jacobs received compensation from Frederick Health Hospital, Inc. for employment as SVP and CFO.”

“Contract Services - Total Expense: 378397, Program Service Expense: 366841, Management and General Expenses: 11556, Fundraising Expenses: ;”

“other change in Restricted net asset - 25131;”

“The process has not changed from the prior year.”