Jackson Hospital and Clinic Inc

“The organization has four classes of members: active members, senior active members, associate members, and community members. Active members - to qualify as an active member, an applicant must: be active in the practice of medicine, be a member of the active medical staff of the hospital, have served as an associate member for not less than three years, have demonstrated interest in and adherence to the objectives of the organization, and be in compliance with all other provisions from time to time adopted by the board relating to membership. Senior active members - active members that have retired from active practice but express a desire to continue to participate in the objectives of the organization. Associate members - to qualify as an associate member, an applicant must: be active in the practice of medicine, have served as a member of the medical staff of the hospital for not less than two years, have demonstrated interest in and adherence to the objectives of the organization, and be in compliance with all other provisions from time to time adopted by the board relating to membership. Community members - a community member must be a citizen of the united states of not less than 21 years of age and a permanent resident of montgomery county, alabama, or any other county within the state which is within the service area of the hospital and shall possess such additional qualifications as shall be set forth from time to time by the board.”

“Active members have the exclusive right to vote on the approval of the admission of any person as an active or associate member of the non-profit corporation. Community members are permitted to participate in the election of the members of the board of trustees.”

“All voting rights of members accruing to members generally, under the alabama nonprofit corporation act or under the restated articles of incorporation, are reserved to the active members, except for the participation of community members in the election of members of the board of trustees and except in those instances where the board of trustees, in its discretion, desires to refer a particular matter to the membership as a whole or to any restricted class or classes for consideration and advice as provided herein, provided, however, that no class of members other than active members shall, by such procedure, be given the right to vote on any matter requiring the vote or approval of members generally under the alabama nonprofit corporation act or the vote of active members under the restated articles of incorporation. The matters upon which the active members shall have the exclusive right to vote are those matters generally reserved to members in the alabama nonprofit corporation act as it may exist from time to time, including, without limitation, the following: - the liquidation, dissolution, or reorganization of the corporation, - the sale, exchange, or other disposition of all or substantially all of the properties of the corporation, but not the power to mortgage or convey such property solely for the purpose of securing any indebtedness or other obligations of the corporation, which the board of trustees, acting alone, shall have and exercise, - the approval of the amendment of the restated articles of incorporation, - the approval of the admission of any person as an active or associate member of the corporation. Such matters shall be submitted for vote of the active members upon recommendation of the board of trustees. No action upon any such matters shall be taken by the active members (or any other member entitled to vote) without notice of such purpose being given prior to the meeting, other than the election of the board of trustees which shall occur at each annual meeting without requirement of further notice.”

“The form 990 was prepared by an independent accountant with assistance and oversight by hospital management. The return was provided to the board for review prior to filing with the irs. The board reviewed the form 990 at a subsequent board meeting.”

“The organization updates its conflict of interest policy annually for key hospital employees and board members to provide information on any potential conflicts of interest. The updates of the policy forms are reviewed by hospital administration. In the event of a potential conflict of interest, a board member will abstain from voting on matters pertaining to the conflict.”

“An outside independent consulting firm reviews the compensation of officers every two years to ensure compensation is comparable to the market. The hospital executive committee reviews the recommendations of the outside consulting company and approves the compensation and any changes to the compensation of officers. The executive commitee is composed of members of the board of trustees.”

“Photocopies of the form 990 are available upon request at the organization's administrative office. Please see part vi, line 20.”

“The organization's financial statements, governing documents, and conflict of interest policy are available upon request at the organization's administrative office. Please see part vi, line 20.”

“Board member compensation: the compensation paid to board members lemuel gorden, patrick ryan, and steven barrington were for medical serivces, not for their positions as board members.”

“At the time of filing the 2022 audited financial statements had not been issued, therefore, the organization is attaching its most recent audited financial statements.”

“Contract labor: program service expenses 20,066,952. Management and general expenses 120,629. Fundraising expenses 0. Total expenses 20,187,581. Purchased services: program service expenses 19,610,038. Management and general expenses 4,422,336. Fundraising expenses 0. Total expenses 24,032,374. Professional fees: program service expenses 9,907,873. Management and general expenses 176,216. Fundraising expenses 0. Total expenses 10,084,089. Billing services: program service expenses 1,351,413. Management and general expenses 1,496,788. Fundraising expenses 0. Total expenses 2,848,201.”

“Restatement of audited financial statements -2,359,195.”

“The process has not changed from the prior year.”