Blue Ridge Regional Hospital Foundation

“The board of directors, by resolution adopted by a majority of the directors present at a meeting at which a quorum is present, may designate certain directors to constitute an executive committee and any other committees, each of which, to the extent authorized by law and provided in such resolution, shall have and may exercise all of the authority of the board of directors in the management of the corporation; provided, however, that no committee of the board shall: (a) authorize or approve any dissolution, merger or sale, pledge, transfer or other distribution of all or substantially all of the corporation's assets; (b) elect, appoint or remove any directors, officers, committee chairmen or committee members, or the chair, or fill any vacancy; (c) adopt, amend or repeal the articles of incorporation or the bylaws; or (d) engage in any other act not specifically delegated to such committee by these bylaws or by resolution of the board. The designation of any committee and the delegation thereto of authority shall not operate to relieve the board of directors, or any member thereof, of any responsibility or liability imposed upon it or him by law.”

“TO BE DISCUSSED”

“At the beginning of the tax year, blue ridge regional hospital inc, a north carolina nonprofit corporation, was the sole member of the corporation. As of february 1, 2019, the corporation's articles of incorporation were amended to remove the sole member. Following the amendment, the corporation has no members.”

“At the beginning of the tax year, the election and filling of vacancies of new board members was subject to approval of the organization's board of trustees. Any board member of the organization may have been removed at will by the sole member, blue ridge regional hospital inc, acting through its board of trustees. Following an amendment to the corporation's articles of incorporation, as of february 2, 2019 there are no third parties that may elect, appoint, or remove a member of the governing body.”

“See response to line 7a above.”

“The return was prepared by an independent accountant with assistance and oversight by management. Upon completion and review, the return was provided to each voting board member prior to submission to the irs.”

“All voting board members sign the conflict of interest policy annually and note any conflicts that are present at each board meeting. All voting board members are responsible for making conflicts of interest known and potentially interested parties are excused from discussions and votes.”

“The organization has a compensation committee comprised of three members of the board and exists to provide strategic support regarding compensation and assess the adequacy and reasonablness of the total compensation paid to the executive director and the foundation's other employess.”

“The organization's governing documents, conflict of interest policy, and financial statements are available upon request at the organization's administrative office.”