St. Lukes Hospital Foundation Inc.

“The organization's board of trustees approved amendments to the organization's bylaws on august 25, 2020. Highlights of the significant changes are as follows: - article 2.1 was amended to reflect other d/b/a names that may be used to describe the organization. - article 2.2-2 was amended to change the possible number of elected trustees from 21 to 19. - article 2.7-7 added an additional paragraph that allows for consent voting to take place in writing without a formal meeting. - article 3.4 now requires that the resources committee coordinate a marketing plan based on strategic planning to be presented for board approval at the annual meeting. - article 4.1 now spells out how the executive director will be hired and/or dismissed, requiring the approval of the ceo of st. Luke's hospital and a majority of the st. Luke's hospital foundation's board of trustees. - article 4.5-5 now provides more detail about the board's involvement with the hospital ceo in developing goals and a work plan for the executive director. - article 5.3 now provides significant detail around the indemnification of persons who serves or has served as a trustee, officer, committee member or employee of the organization. - article 5.4 now more specifically requires that, upon dissolution, the assets of the organization shall be given to such nonprofit 501(c)(3) organizations in polk county, north carolina providing health care or health and wellness services to residents of polk county, north carolina. - article 5.9 now provides greater detail about the approval process for amending the articles or bylaws, as well as any plans for dissolution or merger.”

“A copy of the form 990 will be made available to each voting board member for review prior to a board meeting. Plans will be to present the 990 at the board meeting and, after a question and answer period, the voting board will approve the form for submission.”

“Any trustee, board member, officer or committee member having an interest in a contract or other transaction presented to the board or a committee thereof for authorization, approval, or ratification shall make a prompt, full and frank disclosure of his/her interest to the foundation board or board committee prior to its acting on such contract or transaction. Such disclosure shall include any relevant and material facts known to such person about the contract or transaction which might reasonably be construed to be adverse to the corporation's interest. The body to which such disclosure is made shall thereupon determine, by simple majority vote of voting members, whether the disclosure shows that a conflict of interest exists or can reasonably be construed to exist. If a conflict is deemed to exist, such person disclosing the conflict shall not vote on, nor use his/her name or influence on, nor participate (other than to present factual information or to respond to questions) in the discussions or deliberations with respect to such contract or transaction. A conflict of interest policy is signed annually by each trustee. A conflict of interest exists whenever an individual could benefit from others, directly or indirectly, from access to information or from a decision over which they might have influence, or, where someone might reasonably perceive there to be such a benefit and influence. Conflicts of interest (real and perceived) are unavoidable and should not prevent an individual from serving as a director or staff member unless the extent of the interest is so significant that the potential for divided loyalty is present in a large number of situations.”

“On an annual basis, the chairperson of the foundation's board, in conjunction with the ceo of st. Luke's hospital, conduct a performance review of the executive director. The annual review is used as part of the determination of compensation for the executive director. During the most recent compensation determination, a market-based pay scale was used to determine the compensation package for the executive director. Qualifications and years of experience are also taken into consideration.”

“Forms are available upon request.”

“Net assets released from restrictions used for operations -65,616.”