Floyd Healthcare Management Inc

“Floyd healthcare management, inc. (fhmi) amended its bylaws in april of 2024 as part of the harbin clinic, llc (harbin) transaction. Harbin was purchased by ah georgia, inc. Which is also the sole member of fhmi. As part of the agreement, the governance of both harbin and fhmi will be through the fhmi board after a one year to eighteen-month transition period. During the transition period, two of harbin's legacy physicians were appointed to the fhmi board. At the end of the transition, the fhmi board will be reconstituted with nine board members being selected by the fhmi legacy nominating committee and approved by ah georgia, inc., 9 members selected by the legacy harbin physicians and approved by ah georgian, inc., 2 members selected by ah georgia, inc. With one ratified by the legacy floyd nominating committee and the other by the medical group executive counsel which was created by the new bylaws, and two members (the president & ceo of fhmi and the president of the medical group) who will serve as ex-officio non-voting members.”

“The filing organization's sole member is ah georgia, inc.”

“Ah georgia, inc., the filing organization's sole member, must ratify a nominee to become one of the fourteen elected directors. Additonally, three of the elected directors must be members of the hospital authority of floyd county, three must be physicians employed by the filing organization and two must be serving as directors of polk medical center, inc., a related tax-exempt organization. Two additional voting directors shall be appointed by the sole member and two directors shall be ex-officio directors by virtue of their positions within the organization (chairman of the board and ceo/president).”

“The power to undertake the following actions are hereby reserved to the sole member, subject to the board's authorities and approval rights: a. Remove the president & chief executive officer of the corporation, and approve any new appointments to the position of president & chief executive officer proposed by the board; b. Approve amendments to the bylaws or the corporation's articles of incorporation (or those of its affiliates and subsidiaries) in accordance with the terms thereof and the msa, and in each case as proposed by the board; c. Approve the adoption of operating and capital budgets proposed by the board; d. The adoption or modification of strategic plans or capital plans of the corporation that are proposed by the board; e. Approve any change in the mission of the corporation proposed by the board, or propose to the board for approval a change in its mission; f. After review and consultation with the compensation committee, approve any increase or decreases in compensation of, or any material changes to, the compensation and/or benefits plans applicable to, the floyd senior executives; g. Approve any new debt proposed by the board to be incurred in the corporation's name, or propose to the board for approval, the incurrence of new debt in the corporation's name; h. The incurrence, restructure, refinance, discharge or defeasance of debt of the corporation (other than incurring new debt in the corporation's name, which requires board approval); i. The amendment, termination, or any action that may cause the amendment or termination, of any lease between the corporation and any local hospital authority, in each case, subject to approval by the board; j.approve any closure, sale, lease, transfer, or other disposition of all or substantially all of the legacy assets of the corporation proposed by the board, or propose any such action to the board for approval; k. Approve the merger, consolidation or other business combination of the corporation with another entity; l. The creation, major change or material reduction or discontinuation of major services or key clinical programs of the corporation and its affiliates and subsidiaries; and m. Any action proposed by the board that causes or is likely to cause a change in the tax status of the corporation.”

“The filing organization's board of directors receives copies of the form 990 with sufficient time to permit review, comment, and questions prior to its filing. If modifications are required following such review and comment, the revised form 990 is redistributed to all directors prior to its filing with the irs, along with a report noting the modifications.”

“The organization requires its officers, directors and key employees to annually review the conflict of interest policy and determine any potential conflicts of interest. Any potential conflicts noted in the questionnaire are reviewed by a standing committee for appropriate resolution. All members of the board of directors are required to determine and report annually, and as they arise, any potential conflicts of interest to the secretary of the board of directors. The resolution of potential and actual conflicts is subject to the approval of the chair of the board.”

“The organization's ceo & president and one director are compensated by charlotte mecklenburg hospital authority (cmha), a related organization. The organization's other officers, directors, and key employees are compensated by the filing organization and the determination of the compensation of such individuals is conducted via the process utilized by the floyd healthcare management (fhmi) board, as follows: the advocate health compensation and benefits committee ("the committee") of the advocate health, inc. Board of directors ("the board") has authority as the board delegates to it, for the review and approval of executive compensation. The committee relies upon an external, independent compensation consultant retained directly by the committee to provide third-party compensation comparability data for evaluating the competitiveness and reasonableness of executive compensation and benefits programs relative to market practices for similarly situated healthcare organizations. In evaluating compensation, the committee follows corporate governance best practice such as adherence to the company's executive compensation philosophy and review processes; processes to ensure committee member and compensation consultant independence; data from healthcare organizations of comparable size, structure, and complexity; and establishment of the rebuttable presumption of reasonableness, per irs guidelines. Minutes of the deliberations of the committee are maintained in the advocate health, inc. Legal department.”

“The organization's articles of incorporation are available to the public on request. The organization's bylaws are not published, but provisions from the bylaws are included as necessary in the organization's policies and are attached to the form 1023 filed for the organization with the irs, which is publicly available. The conflict of interest policy and financial statements are available to the public on request.”

“Floyd healthcare management, inc. (fhmi) operates two hospitals, a behavioral health facility, and a primary care and urgent care network with locations throughout the service area of northwest georgia and northeast alabama. The mission of fhmi is to improve health, elevate hope, and advanced healing to the community it serves.”

“Floyd healthcare management, inc. (fhmi) operates two hospitals and a behavioral health facility. At the center of these services is atrium health floyd medical center (ahfmc), a 304-bed full-service, acute care hospital and regional referral center. Atrium health floyd employs more than 3,800 employees who provide care in over 40 medical specialties at three hospitals: atrium health floyd medical center in rome, georgia; atrium health floyd cherokee medical center in centre, alabama; atrium health floyd polk medical center in cedartown, georgia, as well as atrium health floyd medical center behavioral health, a freestanding 53-bed behavioral health facility, also in rome; and a primary care and urgent care network with locations throughout the service area of northwest georgia and northeast alabama. During 2024, ahfmc had nearly 97,000 patient days and nearly 78,000 emergency room visits.”

“Atrium health floyd cherokee medical center (ahfcmc) is a 60-bed hospital in centre, alabama, and is part of the atrium health floyd system's comprehensive network of care. Ahfcmc also operates three rural health clinics located in centre and piedmont, alabama. The hospital provides emergency care, imaging, drug and alcohol treatment, lab work, a pharmacy, respiratory care, and surgical services. Ahfcmc is operated by floyd cherokee medical center, llc (fcmc), an alabama limited liability corporation whose sole member is the filing organization. During 2024, ahfcmc had approximately 8,000 patient days and nearly 8,800 emergency room visits.”

“Intercompany transfer 20,916,557.”