Cornerstone Hospice and Palliative Care Inc

“Prior to the affiliation with Chapters Health System, Inc., PRESIDENT/CEO COMPENSATION WAS REVIEWED ON AN ANNUAL BASIS BY THE EXECUTIVE COMMITTEE. PRESIDENT/CEO COMPENSATION IS BASED ON PERFORMANCE AND IS COMPARED WITH THE COMPENSATION REPORTED ON THE FORMS 990 OF SIMILAR ORGANIZATIONS FOR COMPARABLE POSITIONS ACROSS THE STATE. THIS PROCESS WAS LAST UNDERTAKEN IN AUGUST 2021 AND IS DOCUMENTED IN EXECUTIVE COMMITTEE MEETING MINUTES. After the affiliation with Chapters Health System, Inc., The president/CEO of THE ORGANIZATION is paid by Chapters Health System, Inc. The form 990 instructions indicate when the CEO is not paid by the filing organization, the question should be answered "no". Chapters Health System, Inc. engaged an independent compensation consultant to assist in establishing a Compensation Charter that details the organization's procedures for setting compensation of the President/CEO and all other officers and key employees of the organization. The Compensation Charter established the Compensation Committee, the independent body responsible for establishing the compensation of the President/CEO. The Compensation Committee relies on a recent compensation study performed by an independent compensation consultant, which is done on an annual basis, that provides compensation data for similarly qualified persons in comparable organizations to support its decision-making process and reports its activities to the Board of Directors at the next regularly scheduled meeting. The Compensation Committee adequately documents its compensation determinations in the meeting minutes on a timely basis. THIS PROCESS TOOK PLACE DURING 2021.”

“Prior to the affiliation with Chapters Health System, Inc., OTHER OFFICER/KEY EMPLOYEE COMPENSATION WAS REVIEWED ON AN ANNUAL BASIS BY THE EXECUTIVE COMMITTEE. OTHER OFFICER/KEY EMPLOYEE COMPENSATION IS BASED ON PERFORMANCE AND IS COMPARED WITH THE COMPENSATION REPORTED ON THE FORMS 990 OF SIMILAR ORGANIZATIONS FOR COMPARABLE POSITIONS ACROSS THE STATE. THIS PROCESS WAS LAST UNDERTAKEN IN AUGUST 2021 AND IS DOCUMENTED IN EXECUTIVE COMMITTEE MEETING MINUTES. After the affiliation with Chapters Health System, Inc., The compensation of all other officers and key employees is determined by the president/ceo. the president/ceo uses COMPARABILITY DATA AND AN INDEPENDENT COMPENSATION CONSULTANT TO DETERMINE THE COMPENSATION. THE DECISIONS ARE DOCUMENTED IN EACH EMPLOYEE'S file. THIS PROCESS TOOK PLACE DURING 2021.”

“The Executive committee, made up of The President and CEO, COO, CFO, Chief Medical Officer, the Vice Chairperson of the Board and the Secretary, shall carry out the work of the Board of Directors between meetings and make recommendations to the Board of Directors for its action. The Executive Committee shall have all the authority of the Board of Directors except as may be limited by Florida Law and subject to the approval of the Sole Member.”

“Effective April 1, 2022, the articles of incorporation were amended to reflect the affiliation agreement between Cornerstone Hospice and Palliative Care, Inc. and Chapters Health System, Inc. The amended articles of incorporation name Chapters Health System, Inc. as the sole member of the corporation. The sole member shall have and exercise such reserved rights and powers related to the corporation as set forth in the bylaws. In addition, the amended articles state that the bylaws may be amended, altered, added to or rescinded only with the approval of the sole member. Likewise, the bylaws were amended as of April 1, 2022, naming Chapters Health System, Inc. as the sole member of the corporation. In addition, the amended bylaws lay out the following: - The number, composition, qualifications, authority, and duties of the governing body's voting members; - The number, composition, qualifications, authority, and duties of the organization's officers; - The role of the sole member in governance; - The provisions to amend the bylaws; - The quorum and voting rights requirements of the governing body members; and - The policies or procedures contained within the bylaws regarding compensation, conflicts of interest, and document retention.”

“The organization has a Sole Member, Chapters Health System, Inc., that both elects the members of the governing body of Cornerstone Hospice and Palliative Care, Inc. and also approves certain significant decisions made by the governing body of Cornerstone Hospice and Palliative Care, Inc.”

“The organization's Sole Member, Chapters Health System, Inc., nominates and elects the elected members of the organization's Board of Directors and may appoint replacement directors at any time when a vacancy occurs.”

“Without the written approval of the organization's Sole Member, Chapters Health System, Inc., the organization's governing body is not permitted to: (A) Sell, lease, or dispose of assets, merge, combine or otherwise or reorganize with any other entity, convert its corporate structure to another form or enter into any management services agreement; (B) Enter into any loan facility, borrow any funds or pledge or hypothecate any or all of its assets as security for any borrowing; (C) Change the character or nature of the organization's business to something other than the operation of a hospice; (D) Remove or appoint the President and CEO; (E) Execute any deed, mortgage, note or bond; (F) Adopt or amend the annual operating and/or capital budgets proposed by the President and CEO and the management of the organization; (G) Make any contribution or distribution of assets or property to any person; (H) Amend the Articles of Incorporation of the Corporation; (I) Dissolve, liquidate or otherwise cease to exist as a Florida Not-for-Profit Corporation which is exempt from taxation under Section 501(c)(3) of the Internal Revenue Code; (J) Form, DISSOLVE, LIQUIDATE, SELL, MERGE OR OTHERWISE TRANSFER OWNERSHIP OR CONTROL OF any subsidiary corporation; or (K) Acquire, enjoy, utilize, and dispose of patents, copyrights, and trademarks and any licenses and other rights or interests thereunder or therein.”

“The organization retains an independent tax advisor to assist management in the preparation and review of its IRS Form 990. Prior to filing the return, management and the independent tax advisor review the return and all required schedules with the Finance department and the CFO. Upon completion of review, a complete copy of the Form 990 is provided to the full board prior to filing with the IRS.”

“Annually, each officer, director and key employee signs an acknowledgement and disclosure form attesting that they have read the Conflict of Interest Policy and agreeing to comply fully with its terms and conditions during their services with Chapters Health System, Inc. (CHS) and Affiliates. They further agree that if, at any time subsequent to the submission of the disclosure form, they become aware of any actual or potential conflict of interest or the information previously submitted becomes inaccurate or incomplete, they will promptly notify the CHS Board of Directors, the President and CEO of Chapters Health System, Inc., and the Cornerstone Hospice and Palliative Care, Inc. board of directors. DETERMINATION OF AND REMEDIES FOR CONFLICTS OF INTEREST 1. Disclosure. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of his or her financial interest and must be given the opportunity to disclose all material facts to the Directors (and members of committees) considering the proposed transaction or arrangement. The disclosure shall be made as soon as practicable following the realization by the interested person that an actual or possible conflict of interest exists. Ordinarily, disclosures by interested persons should be to the Chairperson of the Board. When an actual or possible conflict of interest becomes apparent in the course of a Board meeting (or committee meeting), the interested person shall immediately disclose his or her financial interest and related material facts to the presiding Director or officer at such meeting. 2. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, the interested person shall leave the Board (or committee) meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board (or committee) members shall decide if a conflict of interest exists. 3. Procedures for Addressing the Conflict of Interest. (a) An interested person who has a conflict of interest may make a presentation at the Board (or committee) meeting, but after such presentation, he or she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that result in the conflict of interest. The interested person who has a conflict of interest will not be counted as present for determining a majority with respect to the vote on the transaction or arrangement that results in the conflict of interest. (b) The Chairperson of the Board (or committee) shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. (c) After exercising due diligence, the Board (or Committee) shall determine whether CHS and Affiliates can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or business entity that would not give rise to a conflict of interest. (d)If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the Board (or committee) shall determine by a majority vote of the disinterested Directors (or committee members) whether the transaction or arrangement is in the best interest of CHS and Affiliates and for its own benefit and whether the transaction is fair and reasonable to CHS and Affiliates and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination. Violations of the Conflicts of Interest Policy (a) If the Board (or committee) has reasonable cause to believe that an interested person has failed to disclose actual or possible conflicts of interest, it shall inform the interested person of the basis for such belief and afford the interested person an opportunity to explain the alleged failure to disclose. (b) If, after”

“The organization's articles of incorporation are filed with and viewable by the public at the official website of the Florida Department of State, Division of Corporations. The organization's Bylaws and conflict of interest policy are not made available to the public. Unaudited financial statements of the organization are filed and viewable by the public at the official website of the State of Florida, Division of Consumer Services. In addition, the organization reports its financial performance each year in its Annual Report, copies of which are available to the public upon request.”

“CHANGE IN NET ASSETS OF CORNERSTONE HOSPICE FOUNDATION - -5510472; Transfer from Affiliate - 336181;”