Hospital Development Co

“The corporation has one class of members which consist of (a) the original incorporators of the corporation; (b) each of the corporation's directors; (c) those individual residents of Roane County who are at least 25 years of age and have (i) contributed their time, talent or money to effectuate the purposes of the corporation, (ii) been invited by the Board of Directors of corporation of membership, (iii) received a notice of membership, and (iv) have been appointed as members by the Board of Directors in accordance with the bylaws of the corporation; and (d) who is at least 25 years of age of those companies (including sole proprietorships, partnerships, limited liability companies, and corporations) with their place of business located in Roane County that have (i) contributed their time, talent or money to effectuate the purposes of the corporation, (ii) been invited by the Board of Directors of corporation for a representative of the company identified by the Board of Directors to be a member, (iii) received a notice of membership, and (iv) had such representative approved as a member by the Board of Directors of the corporation in accordance with the bylaws of the corporation. However if such designated member ceases to be affiliated with such company, his membership in the corporation will be automatically revoked. Members of the corporation shall not be entitled to vote on any matter other than (a) election of directors at the annual meeting of the members of the corporation, (b) the removal of directors for cause, (c) the approval of any amendment to the articles of incorporation approved and recommended by the Board of Directors, (d) the amendment or repeal of the corporation's bylaws, and (e) the dissolution and liquidation of the corporation. There are 16 Board of Directors and 36 members that make up the class of members.”

“See line 6 explanation above.”

“The 990 is prepared by our accounting firm who works with the CEO and the VP of Finance to obtain data. Once complete, the 990 is submitted to the CEO for review and approval prior to filing.”

“Board members are required to complete and sign a conflict of interest statement each year sent from either the hospital auditors or from the hospital compliance officer. We monitor compliance by making this part of the annual review of our compliance program.”

“The CEO's salary/benefits are identified in his employment contract and an annual increase is recommended based on comparison data from public records showing other CEO salaries of similar sized hospitals in West Virginia and is approved by the Executive Committee of the Board. The key employee and physician salaries are contract driven and negotiated by the CEO based on market data. All other employees' salaries are based on an annual review ranging from 2-4% (avg. 3%) and reviewed annually against the WVHA salary survey with pay scale market upgrades as appropriate.”

“An annual audited financial statement is published in the local newspaper as required by the Health Care Authority under Public Disclosure requirements. Audited financial statements are also submitted to any financing entities as required.”

“Change in interest in net assets of Foundation 19,943.”