Baptist Health Care Foundation Inc.

“Kerry vermillion and joseph (dion) guest have a business relationship. The business relationship is an employer/employee relationship at a related tax exempt organization.”

“Baptist health care corporation, a florida corporation not-for-profit, is the sole member of baptist health care foundation, inc. Baptist health care corporation has the right to elect the board of directors of baptist health care foundation, inc.”

“Baptist health care corporation, being the sole member of baptist health care foundation, inc., has the right to elect the governing body of baptist health care foundation, inc.”

“THE FOLLOWING SHALL REQUIRE APPROVAL BY THE BAPTIST HEALTH CARE CORPORATION, THE SOLE MEMBER, BOARD OF DIRECTORS: A. Election of the directors of the corporation at the annual meeting of the member from among those persons nominated by the Baptist Health Care Corporation nominating committee B. Removal of a director of the corporation with or without cause whenever such action would be in the best interests of the corporation C. All amendments to the corporation's articles of incorporation and bylaws before they may become effective D. Appointment of the chief executive officer of the corporation E. Any contract or purchase order in excess of $250,000 IN ADVANCE F. THE INCURRENCE BY THE CORPORATION OF ANY INDEBTEDNESS IN EXCESS OF $250,000 BEFORE SUCH INDEBTEDNESS IS CONTRACTED AND BEFORE EVIDENCE OF SUCH INDEBTEDNESS IS ISSUED G. ANNUAL CAPITAL AND OPERATING BUDGETS OF THE CORPORATION H. TRANSFER ASSETS BY THE CORPORATION DURING ANY FISCAL YEAR OF ASSETS EXCEEDING $100,000 IN NET VALUE”

“An independent accounting firm prepares and reviews the 990. The 990 is then reviewed by the organization's management personnel. Any questions and concerns the organization's management personnel has are addressed and any corrections or clarifications that need to be made are made. The final form 990 with all required schedules is then provided electronically to all voting members of the board prior to filing the 990 with the irs. All board members are informed that a paper copy of the form 990 is available at the organization's principal office.”

“Board members and officers receive correspondence each year that must be completed and signed. The correspondence includes a conflicts of interest questionnaire. Officers and key staff also receive an attestation form that must be signed confirming that they will disclose any conflicts that violate the organizations policy. The board reviews all conflicts and determines if further actions need to be taken.”

“The compensation committee of the organization's board utilizes independent compensation studies that reflect the current market value of specific key managment positions as benchmark data. All compensation of key individuals must be approved by the compensation committee.”

“The organization has all governing documents, the conflict of interest policy, and the annual financial statements on file in the accounting and administration departments. All documents are available upon request.”