Methodist Le Bonheur Community Outreach

“The organization has as its members those persons who comprise the board of directors of le bonheur children's hospital foundation, a tennessee 501(c)(3) nonprofit organization.”

“See the response to line 6 above. The board of directors is elected annually by the members and shall consist of at least three persons.”

“The members shall, from time to time, adopt and promulgate such amendments, as they shall deem appropriate, to these bylaws and to the general policies and guidelines of the corporation, all of which shall be consistent with the purposes of the corporation. Upon request by the board of directors and at such other times as the members may select, the members shall review the affairs of the corporation and take such action as it may deem appropriate in accordance with these bylaws. The following items, after being reviewed and adopted by the board of directors, shall be submitted to the members for approval: a. In the last month of each fiscal year a one year operating budget of the corporation's ensuing fiscal year, and, thereafter, any action which will result in a substantial change in the expenditures or revenue forecast in any such budget; b. Any creation or substantive amendment of a contract, lease or other agreement of which the corporation is a party which involves an obligation, or a potential obligation, on the part of the corporation in excess of five hundred thousand and 00/100 dollars ($500,000.00), unless such transaction has been previously approved within the capital or operating budgets; c. Any sale, exchange, gift, mortgage, option, lease with a term in excess of one year, or other disposition of: 1. Any real property (including improvements thereon) or interest therein owned by the corporation; or methodist le bonheur community outreach 62-1251288 2. Any other asset or assets owned by the corporation with a value in excess of five hundred thousand and 00/100 dollars ($500,000.00), except with respect to transactions specified and previously approved within the capital or operating budgets; d. Any amendment or restatement of the corporate charter or any plan of merger, consolidation or dissolution of the corporation. E. Any indemnification of persons by the corporation except as specified in these bylaws: f. Any action or inaction at variance with the stated policies of the corporation which policies have been approved by the members; g. Any other matters as may be required by law to be submitted to the members of a not-for-profit corporation.”

“The form 990 is prepared by an independent accounting firm with input from human resources, legal, compliance, and finance departments and external financial consultants. Financial information is reconciled to audited financial statements as appropriate. The information to be disclosed regarding compensation is reviewed with the compensation committee of the board. The return is reviewed by the chief financial officer of mlh and management of the organization as appropriate. A copy of the return is provided to each board member via e-mail prior to filing the return.”

“Methodist le bonheur healthcare, the parent organization, employs a methodist le bonheur community outreach 62-1251288 compliance officer who monitors and enforces compliance with the conflict of interest policy for all voting board members and applicable officers.”

“All officers of methodist le bonheur community outreach are compensated by a related organization. Compensation for officers and key employees of the organization is determined by the board of directors of methodist le bonheur healthcare, the parent organization. An external independent consultant advises the board compensation committee on executive salary and incentive compensation. Benefits are periodically benchmarked by a separate external consultant and any changes are approved by the board of directors compensation committee. The compensation committee is comprised of independent members and is a subgroup of the full board of directors. The compensation consultant annually develops total cash compensation comparisons of peer non-profit systems established by the compensation committee. The compensation consultant interprets the information and provides an opinion of reasonableness on the total cash compensation package. The compensation committee approves any changes to the compensation and executive benefit structure of the ceo and other top executives, otherwise known as disqualified candidates. All other compensation decisions are determined by arrangement as delegated by the board of directors. The committee documents all determinations.”

“The organization's financial statements are audited in a consolidation with its corporate parent, methodist le bonheur healthcare, and related subsidiaries. Information on financial statements is available by contacting the organization's corporate office. Please see form 990, part vi, line 20 for details. Conflict of interest policy and governing documents for all affiliates of methodist le bonheur healthcare are also available by request.”

“The process did not change from the prior year.”