Baptist Health Madisonville Inc

“The Executive Committee consists of the Chairperson of the Board, and three (3) members of the Board of Directors. The President is an ex officio non-voting member of the Executive Committee. Members of the Committee are appointed by the Chairperson of the Board at the annual meeting of the Board, and serve for a one year term. The Executive Committee has and may exercise the powers of the Board of Directors to appoint and reappoint members to the Medical Staff of the Corporation and report regularly at each meeting of the Board of Directors.”

“Alisa Coleman, President, is employed by Deaconess Health System, an unrelated organization. Compensation for the President is provided by Deaconess Health System through a management agreement for services to Baptist Health Deaconess Madisonville, Baptist Health Deaconess Medical Group, and Baptist Health Deaconess of Madisonville Foundation. All three are related entities. This position has the responsibility of supervising the management, administration and operation of Baptist Health Deaconess Madisonville, Baptist Health Deaconess Medical Group, and Baptist Health Deaconess Foundation. Below is the calendar year 2023 compensation for the President. Compensation $451,153 Retirement 22,914 Benefits 22,722”

“The sole member is Baptist Health Deaconess LLC, a Kentucky nonprofit limited liability company. Baptist Health Deaconess LLC is organized and operated exclusively to further the nonprofit and charitable purposes of Baptist Healthcare System, Inc. and Deaconess Health Kentucky, Inc., each of which are public charities under Section 501(c)(3) of the Internal Revenue Code of 1986.”

“Baptist Healthcare System, Inc. and Deaconess Health Kentucky, Inc., in their capacity as members of the Corporation's sole Member, each appoint two Directors to the Board. The remaining Directors will be elected by the sole Member, Baptist Health Deaconess LLC., as provided in the Member's Operating Agreement.”

“Notwithstanding any other provision of the Bylaws, approval of the Member shall be required for the Corporation to take any of the following actions, which may be via approval of a recommendation by the Board of the Corporation or via direct action by the Member: (a) sell or agree to sell or otherwise dispose of all or a substantial part of the assets of the Corporation or any investment or interest in any business enterprise; (b) amend, repeal or alter the Articles of Incorporation or the Bylaws of the Corporation; (c) merge or consolidate or agree to merge or consolidate the Corporation with or into any other organization; (d) liquidate, dissolve, reorganize, or recapitalize the Corporation, or take any actions relating to bankruptcy or receivership; (e) create or incur any indebtedness with BHSI or DHKY, or with any third party in an amount exceeding $500,000 or such higher amount as provided in a policy adopted by the Member from time to time; (f) make any capital expenditure requiring the payment of more than $500,000 or such higher amount as provided in a policy adopted by the Member from time to time; (g) authorize the execution of any contract, agreement, or similar instrument by which the Corporation may be obligated to pay more than $500,000 or such higher amount as provided in a policy adopted by the Member from time to time; (h) acquire any stock of any corporation or invest in or acquire any interest in any business enterprise; (i) approve the annual operating budget and capital expenditures budget of the Corporation, as well as any capital expenditures over $500,000 or such higher amount as provided in a policy adopted by the Member from time to time; (j) approve the mission, vision, and values of the Corporation and amendments thereto; (k) approve strategic plans of the Corporation; (l) establish appropriate reserves (consistent with operational needs and strategic initiatives for the community) and/or make any distributions or charitable donations; (m) make any material changes to the Corporation's core services; (n) take action on any issue identified at any time as a key decision for Member action by a Member representative on the Corporation's Board; (o) approve the appointment, removal, and the compensation and evaluation of the President of the Corporation; (p) appoint or remove, with or without cause, the members of the Board of Directors of the Corporation, and appointment and removal shall not require the recommendation of the Corporation's Board; (q) appoint or remove, with or without cause, the Chair of the Board of the Corporation, and appointment and removal shall not require a recommendation of the Corporation's Board; and (r) except as otherwise specified, exercise any rights on behalf of the Corporation as the sole member of the Foundation.”

“The Form 990 will be provided to each voting member of the Board of Directors prior to filing with the IRS. The CFO reviews the Form 990 before it is filed with the IRS.”

“Conflict of Interest statements are completed for each board member, principal officer and committee member with board delegated powers. The Chair of the Board of Directors is responsible for being familiar with the statements and identifying existing or contemplated transactions or relationships which may give rise to a conflict of interest. Affected board members, officers, and committee members are also responsible for bringing conflicts which they may be a part of to the attention of the Board. Such affected parties are required to withdraw from the meetings for the time in which the matter continues under discussion. If the matter is brought to a vote, the affected party will not vote on it. If the matter requires a special called meeting, the affected party will not be counted in establishing a quorum. The Board will also appoint a non-interested person to investigate alternatives to the proposed transaction.”

“Compensation for the President is provided by Deaconess Health System, an unrelated organization, through a management agreement for services to Baptist Health Deaconess Madisonville, Baptist Health Deaconess Medical Group and Baptist Health Deaconess of Madisonville Foundation, all three are related entities. The compensation for the VP Finance is determined based on market data for like positions in similar sized hospitals. Gallagher Consulting conducted a review and that was compared to the Kentucky Hospital Association survey. The President has final approval of the compensation. Documentation of the review and compensation adjustment is provided in Human Resources and personnel file. The last review was completed in the fall of 2024.”

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

“(Continuation of Statement of Program Service Accomplishments #1) - We have worked closely with Madisonville Community College (MCC) and Hopkins County Schools for many years to support and expand nursing and allied health training programs in the area. This partnership provides career training for local students and helps fill the pipeline for the health workers and caregivers required in our communities. We have also collaborated with MCC to develop and operate two innovative training facilities. We have a high-level simulation hospital that is used to train health science students throughout western Kentucky. This facility is being expanded to include critical care and surgery simulation capabilities. We also built a new home health training facility that is located adjacent to our hospital campus. The facility is designed as a house with both a standard, typical home layout and with an ADA-compliant layout. This facility provides real-life, hands-on training for home health workers, therapists, nursing students and others. Other educational events sponsored or supported by the organization include the First Step Nursing Program, the Dr. Loman C. Trover Symposium and the Oral Health Summit. COMMUNITY PROGRAMS, EVENTS AND DONATIONS: Baptist Health Deaconess Madisonville has always been an organization that the community looks to for support of community events. Whether it is financial support, the human resources of our employees, or both, the people of western Kentucky have come to rely on the organization to help make community events successful. In order to improve the general wellbeing of the communities we serve, the organization is involved in numerous community events, working with local organizations, schools and businesses to promote health and education through various events. Baptist Health Deaconess Madisonville's real passion is health care. For that reason, emphasis is placed on helping organizations with health care missions. Baptist Health Deaconess Madisonville served thousands of individuals through community educational events, health fairs and screenings during the 2024 fiscal year. Blood sugar and blood pressure screenings are provided regularly at satellite locations and The Mahr Cancer Center provided prostate, lung and colorectal cancer screenings working with the Kentucky Cancer Program. Free mammograms are provided to uninsured and underinsured members of the community through the Think Pink Breast Cancer Awareness programs. Additionally, we sponsor the "4th Fest" Family Night, an annual event in our wellness park that we maintain for use by the community; free sports physicals are provided to high school students in our service area counties and we operate and maintain a full-time dedicated research center, established to ensure that the community has early access to promising new medicine and medical treatments. The support groups offered by the organization, at no cost to the community, are staffed by hospital employees and served hundreds of patients and their families. These groups discuss health issues such as Alzheimer's disease, cancer, diabetes, fibromyalgia, multiple sclerosis, asthma and numerous other health and wellness topics. To enhance access, some support groups are held at satellite locations and via teleconference for the convenience and safety of the participants. Oftentimes our team members work additional hours above their normal workloads to staff these events and programs. The organization employs a full-time chaplain who is available for our patients, guests and employees; as well as a full-time chaplain for the Hospice program. These services, provided at a cost to the organization of over $80,000, include consultation, pastoral care, counseling and in-service seminars. In 2024 Baptist Health Deaconess Madisonville volunteers gave thousands of hours to the community. The volunteer program exists solely for service and is not a fund-raising group for the organization. Volunt”

“Contract Services: Program service expenses 16,470,856. Management and general expenses 6,139,820. Fundraising expenses 0. Total expenses 22,610,676. Professional Fees: Program service expenses 7,422,503. Management and general expenses 3,952,459. Fundraising expenses 0. Total expenses 11,374,962.”

“Net Asset Transfer to Baptist Health Deaconess Medical Group -1,821,790.”