The Hsc Foundation

“The Executive Committee shall have the power to exercise each and all of the powers of the Board of Directors in the same manner and to the same extent as if the Committee were in fact the Board of Directors, provided that any action taken shall not conflict with previously established policies or directives of the Board. However, nothing contained in these Bylaws shall constitute a delegation to the Executive Committee of the following powers of the Board of Directors: to increase or decrease the number of Directors; to fill vacancies on or remove Directors from the Board; to elect officers; to fill officers' vacancies; to remove officers; to sell, encumber or otherwise dispose of all or any material part of the assets of the Corporation; to merge or consolidate the Corporation with another entity; or to amend these Bylaws. All Executive Committee minutes will be provided to all members of the Board of Directors prior to the next meeting of the Board of Directors. The Executive Committee shall consist of the Chairman, Vice Chairman, Secretary and Treasurer of the Corporation and up to four (4) additional at-large members who may be appointed by the Chairman of the Board, in his or her discretion. The President shall be an ex officio member of the Committee.”

“The form 990 is prepared by an accounting firm and then reviewed by the vp's finance. Once comments from vp's finance have been incorporated into the form 990, the form 990 is made available to the audit committee followed by a meeting in which the form 990 is presented. The full board of directors has delegated the review of the form 990 to the audit committee. The audit committee is a part of the full voting board of directors. A copy of the form 990 is distributed to the board of directors prior to filing.”

“The hsc foundation has a written conflict of interest policy that covers itself and all of its direct and indirect subsidiaries. Under that policy, whenever a potential conflict arises for the hsc foundation board of directors and officers, it is brought to the attention of the president and executive committee of the hsc foundation board, which analyzes the situation and makes a determination of whether or not an actual conflict exists. If it is determined that an actual conflict exists , the president and executive committee reports to the hsc foundation board of directors regarding the nature of the conflict and that person is thereafter recused from any discussion and vote regarding the matter. Whenever a potential conflict arises for employees of the hsc foundation management team, it will be brought to the board chair by the president which analyzes the situation and makes a determination of whether or not an actual conflict exists. If it is determined that an actual conflict exists, steps will be taken to eliminate the conflict and communicated to the employee involved. The board chair and president will report all conflicts to the executive committee foundation.”

“On an annual basis, the hsc foundation uses a four step approach to executive compensation of its top management official and the foundation's other officers and key employees: 1. The executive committee is made up of independent board members without a conflict of interest, to establish and determine the reasonableness of total compensation for the system's disqualified executives and forwards to the full board for approval. 2. Periodically, the executive committee will engage an independent consultant to prepare a detailed written report on appropriate comparability data for comparable positions. 3. The executive committee reviews and relies upon the report of the independent consultant, along with other individual and market data, then debates and fully documents its decision about what is reasonable compensation for disqualified executives. 4. Once the executive committee develops executive compensation recommendations, they are presented to the system's full board for ratification.”

“Please refer to the narrative response for line 15a for the compensation process undertaken for the foundation's other officers and key employees.”

“The governing documents, conflict of interest policy, and financial statements are all available to the public upon request.”

“(Expenses $ 20,557 including grants of $ 20,557)(Revenue $ 0) - Therapeutic Recreation Fund: Provided grant support for nine (9) therapeutic recreation programs offered by Health Services for Children with Special Needs, Inc. and The HSC Pediatric Center. These programs provide children/youth with disabilities an opportunity to learn and participate in group sports and therapeutic recreation activities.”

“Net assets released from restriction - -99576;”