Chapters Health Foundation Inc.

“Composition of the board of trustees: the total membership of the board of trustees shall at all times be represented by the hospice community of entities as follows: (a) care sector: four trustees shall be current members in good standing of the board of directors of hernando pasco hospice, inc. (the current operating entity). Such trustees shall be appointed by the board of directors of hernando pasco hospice, inc. And shall serve until they are no longer members of such board or until they are replaced by the board, whichever occurs first. (b) management sector: one trustee shall be the president/chief executive officer of hernando pasco hospice, inc. Who shall serve until he resigns or is terminated from office by hernando pasco hospice, inc. One trustee shall be a person employed in a managerial position by hernando pasco hospice, inc. And shall be appointed by the hph board of directors. He/she shall serve until s/he is no longer employed by hernando pasco hospice, inc. Or until replaced by hph board of directors, whichever occurs first. (c) at large sector: one trustee shall be appointed annually by the board of trustees of hospice foundation, inc.”

“Restrictions on authority of the board of trustees: notwithstanding anything in the bylaws to the contrary, unless otherwise approved by the affirmative vote of not less than seventy-five percent of both the board of trustees and the board of directors of hernando pasco hospice, inc., the board of trustees shall not have the authority to do any of the following acts on behalf of the corporation: (a) amend, repeal or alter, in whole or in part, any provision of the corporation's article of incorporation or bylaws, or adopt new articles of incorporation or bylaws; (b) remove any trustee from office prior to the expiration of such trustee's term; (c) sell, lease or otherwise dispose of substantially all of the assets of the corporation; (d) merge or consolidate the corporation with or into any corporation, partnership, limited liability company or other entity, or enter into any partnership, joint venture or alliance, or form any subsidiary, or dissolve and wind up the corporation; (e) change the name or purpose of the corporation or change the nature of the business of the corporation or do any act that would make it impossible to carry on the ordinary business of the corporation or change the principal place of business of the corporation; (f) admit any person or entity as a member of the corporation or issue, by sale, option, warrant, for property, services or otherwise, any additional voting membership interests in the corporation; (g) enter into, give or grant any mortgages, deeds of trust, pledges or other security interests, in any real property owned or acquired by the corporation, or any portion thereof; (h) file for bankruptcy, appoint a receiver or trustee to make a transfer for the benefit of creditors; or (i) establish or modify any tax-related strategy or position, or otherwise take any action which would have a material impact on the tax matters relating to the corporation, including any decision to change the tax-exempt status of the corporation.”

“A copy of the 990 is provided to the board of directors before being filed.”

“The organization's conflict of interest policy covers all "interested persons," which includes officers, directors, members of any committee of the board, and members of the immediate families of such individuals. The designated compliance officer routinely reviews the existing relationships between the hospice and its "interested persons", other care providers, educational institutions and payers to assure that all relationships are within the law and regulations. If any conflicts of interest are found to exist, the compliance officer immediately reports the potential conflict to the chief executive officer. Any voting member involved in a conflict of interest must immediately disclose it to the chairman of the board and is disallowed from voting on any matters relating to any transaction with an "interested person" or entity.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”

“Gift annuity adjustment -18,605.”

“The finance committee is responsible for oversight of the audited financials and for interviewing independent accountants. They make their recommendation to the full board, who vote to select the independent accountant. The process has not changed from the prior year.”