Fhs Services

“The by-laws were amended effective august 2016 as follows: article i - directors: added to paragraph: the chief executive officer (president) shall serve ex-officio as a non-voting director. Other than the president, no director shall serve more than three (3) consecutive three-year terms. Effective at the 2016 annual meeting, the number of directors shall not exceed fifteen (15). Previous paragraphs 1 (as of october 31, 2013) and 2 (reduction of board size) are redacted. Article iii - social responsibility committee: added: should the chair be absent from a meeting, a board member shall chair the meeting. Article iv - joint committees of fhs services and fhf the board of fhs and the foundation shall appoint the chairs - added: (who shall be board members). Audit & compliance: added: should the chair be absent from a meeting, another board member shall chair the meeting. Article v - joint committee of fhs services, fhi services and fhf added in first paragraph: the president of fhs services, fhi services and fhf shall serve ex officio as a non-voting member of this committee. The chair shall be a director. Investment & finance: added: should the chair be absent from a meeting, another board member shall chair the meeting.”

“The organization prepares the form 990 with assistance from an outside accounting firm. Once a draft of the form 990 is completed, it is submitted to management of the organization for review and comments. After incorporating changes from management, materially complete draft forms 990 are made available to the board of the organization. Comments or questions received from the board are incorporated into a final form 990, which is signed by the president/ceo christine connolly.”

“Under the conflict of interest policy, all board members, management, and key employees complete an annual disclosure form regarding business relationships that he or she, or any family member, has with any other company that does business with the organization, as well as any business relationships between and among the board members, management, and key employees. The annual disclosure statements are reviewed by independent legal counsel, and the audit and compliance committee, who are ultimately responsible if a conflict exists. Any such conflicts would be reported to the full board. In addition, any person who is covered by the conflict of interest policy has an ongoing obligation to disclose the existence of any actual or potential conflict to the board or the board committee in which the matter arises. Finally, the organization monitors board member eligibility for any potential conflicts, in order to avoid such conflicts from occurring in the first place. An opportunity is given at the start of each meeting to disclose any conflict of interest.”

“The ceo and cfo are compensated by the fauquier health foundation (dba the path foundation). The organizations" board adopted a compensation policy for its ceo and cfo. An executive compensation committee of independent directors of the board of the organization" was established to review the compensation for all employees specified as having a substantial influence over the organization and who receive remuneration from the organization". The executive compensation committee is advised by an independent compensation consultant, which opines to the compensation committee that the level of compensation paid and the process by which compensation is established meet applicable irs reasonableness and "safe harbor' standards. The outside compensation consultant provides data of compensation provided at similar organizations to ensure that the organization does not compensate in excess of market norms.”

“This organization makes its governing documents, conflict of interest policy and financial statements available to the public upon request.”

“The organization has not changed its oversight process during the tax year.”