The Partnership for a Healthier Carroll

“The organization has two members: carroll hospital center and carroll county health department. The board of directors of the organization shall be comprised of 14 elected directors and 3 ex officio directors, each of whom has full voting rights. The ex officio positions shall be occupied by: (a) the executive director/president of the corporation, (b) a representative of carroll hospital center and (c) a representative of the carroll county health department. Subject to the limitations set forth in the charter and in section 1.16 of the bylaws, the number of directors may be changed pursuant to an amendment of these bylaws adopted by majority vote of the entire board of directors, except that no such amendment may affect the tenure of office of any director then serving.”

“The members shall have the right to elect and remove directors of the corporation, the right to approve amendments to these bylaws and the charter, and such other rights as may be conferred by law on the members of a nonstock corporation organized under the laws of the state of maryland.”

“Notwithstanding anything to the contrary in the bylaws, if in any year a member provides the corporation with a majority of the financial support received directly from members, then that member (the "authorized member") shall have the sole authority for (i) the appointment and removal of the executive director, including determining the terms of his or her compensation and benefits (and so long as the hospital is the authorized member, such terms shall be consistent with the authorized benefit structure of the hospital), and (ii) approving any amendments to the bylaws or charter as proposed by the corporation.”

“The board of directors has formed a standing board finance committee, chaired by the treasurer, which is required to review the 990. The authorization of this board committee is required prior to the signing of the 990. That review/authorization is required to be reported to the full board. After review/authorization by the board committee, the form 990 is made available to each member of the board for his/her review. Any comments/questions are incorporated into the form 990 prior to filing.”

“The partnership has adopted the lifebridge health conflict of interest policy which reads in pertinent part: all directors, officers, employees, medical staff members, and volunteers are expected to recognize and disclose at the earliest possible time actual and potential conflicts of interest. An individual is considered to have a conflict of interest with regard to a matter or transaction if the individual or a family member of the individual has a personal or financial interest that has the potential to influence the action taken by the individual on behalf of lifebridge health. Additional information regarding what constitutes a conflict of interest and how to disclose a conflict is outlined below. Lifebridge and all of its subsidiaries shall require all employees, medical staff, and members of the board to disclose any activities that could result in a possible conflict of interest. If a conflict is identified, the person involved would recuse him/herself from deliberations regarding the transactions. An individual is considered to have a conflict of interest with regard to a matter or transaction if the individual has a personal or financial interest that has the potential to influence the action taken by the individual on behalf of lifebridge or any of its subsidiaries. An individual is considered to have a "personal interest" in a matter if it is likely to have a direct and material impact on the individual's relationship with lifebridge or any of its subsidiaries (e.g., the individual's continued membership on a subsidiary hospital's medical staff), or on the individual's own health care, or the individual is personally involved in a substantial way (e.g., serves as an officer, director, trustee, or key employee) with another organization that has a significant interest in the matter. An individual is considered to have a "financial interest" in a transaction if the individual, or their family member, (i) is a party to the transaction, (ii) will benefit personally from the transaction, or (iii) has, directly or indirectly, a current or anticipated ownership or investment in, or compensation arrangement with, a party to the transaction. An ownership interest of less than 5% in an entity will not, in and of itself, generally be considered a financial interest; however, to the extent the individual's compensation from the entity is directly linked to the entity's business with lifebridge health, such compensation will constitute a financial interest. For the purposes of this policy, a "family member" includes spouse or domestic partner, parents, brothers and sisters, children (whether natural or adopted), grandparents, grandchildren, great-grandchildren, and in-laws, spouses of brothers, sisters, children, grandchildren, and great-grandchildren, and any other member of a household of the individual. Conflicts of interest are to be reported by employees to their supervisor, who will be responsible for determining whether further dissemination is necessary. Members of the medical staff should report conflicts to the chief of their department, and members of the board should report them to the chief compliance officer. Questionnaires are sent out to members of the board on an annual basis. If questions arise or further guidance is sought, individuals can contact the chief compliance officer or confidential compliance hotline (1-844-732-6233). Nothing in this definition is intended to relieve any person of any additional obligations that may be imposed by state or federal law.”

“The partnership for a healthier carroll county does not make its governing documents available to the general public. Key financial information is contained in the form 990, which are made available upon request. The conflict of interest policy is included on schedule o.”

“The partnership for a healthier carroll county, an affiliate of carroll hospital center and the carroll county health department, is a non-profit organization working to improve health by connecting people, inspiring action, and strengthening community. Our organization is the coordinating hub that connects agencies and individuals in pursuit of a healthier community. As a non-profit organization we work to promote healthy lifestyles, inspire leadership, track emerging health issues, influence policies that impacts health, oversee community health assessments and monitor health data to regularly check the pulse of our community. The partnership supports several initiatives throughout the community. Those programs include walk carroll, nobody is perfect and the mental health speaker series. Walk carroll: the walk carroll programming was successfully expanded to include a number of projects outsdie of the traditional walking clubs in order to reach more community members and support new ideas for increasing physical activity. In partnership with carroll county recreation and parks, a few new programs were added: first day hike, paddle with the partnership, and the 100 mile challenge. Nobody is perfect: the partnership presented a program entitled nobody is perfect focused on targeting families. Nutrition, social media and physical activity were the themes to address how parents talk to themselves about body image, and the ripple effect. From these sessions we expanded and included more on social media and healthy screen time and their effects on body image and mental health. These sessions were held on specific topics at carroll county public schools and carroll community college. Mental health speaker series: the partnership was able to provide monthly speaker sessions to therapists and social workers offering them free ceu's for their license. Community members were also able to attend at no cost. The mhss was composed of experts in different topics surrounding mental health needs.”

“The organization does not have a committee that assumes responsibility for oversight of the audit, review or compilation of its financial statements and selection of an independent accountant. The organization relies on the oversight of the audit committee held at the related organization, lifebridge health, inc.”