Jackson Health Foundation Inc.

“The organization shall have up to 45 voting Directors and one non-voting Director.The Directors shall be composed of the following:(a) The Chair, Vice-Chair, Secretary and Treasurer of the Corporation(b) The immediate past chair of the Corporation(c) Up to 30 elected Directors(d) The Chair of the Golden Angel Society(e) The President and CEO of Jackson Health System(f) The Chair of the Miami-Dade County Public Health Trust(g) The Chairs of the Auxiliary Groups(h) The President and CEO of the Foundation who shall serve with no voteElection and Term of Office:The members of the Board of Directors who are elected as Directors shall be divided into three groups so as to rotate one third of the board each year. The number of Directors in each group shall be as nearly equal as possible. At each annual meeting of the Board, the successors of the elected Directors whose terms are expiring shall be elected for a three year term expiring at the third successive annual meeting of the Board. If the number of elected Directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of Directors in each group as nearly equal as possible, and any additional directors of any group elected to fill a vacancy resulting from an increase in such group shall hold office for a term that shall coincide with the remaining term of that group, but in no case shall a decrease in the number of Directors shorten the term of any incumbent Director. Each elected Director shall hold office until the successor to the Director shall be duly elected, qualified and seated, or the Director's earlier retirement, removal from office or death. Each Director shall serve for a term of three years, and shall serve for a maximum of three consecutive terms or a total of nine years unless such term limits are waived by a vote of the Executive Committee or elected officer. A person who has served for at least three consecutive terms as an elected director shall not be eligible for election or re-election as a director for one year.Voluntary Retirement:Any Director may retire at any time by notifying the Chair or Secretary in writing. Such retirement shall take effect at the time specified in the notice of retirement.Removal of Elected Directors:Absences: Any elected Director who fails to attend without an excused absence 50% of meetings of the Board of Directors, whether regular or special, within any 12 month period shall automatically be removed as a Director. Directors must request, orally or in writing, prior to the missed meeting or, if not possible, before the next meeting, through the Chair or the President, that their absence be excused. The nature of absences for Directors (whether excused or unexcused) shall be announced by the Chair at the beginning of each meeting and shall be recorded in the minutes.Reinstatement: The Secretary shall in writing promptly notify Directors who have been automatically removed. Any Director so removed may request reinstatement by directing a letter to the Chair and the President setting forth the reason for the unexcused absences. The request for reinstatement shall be granted only upon the vote of the board.Removal: At a meeting of the Board, any elected Director may be removed, with or without cause, by a vote of two-thirds of the Directors in attendance at the meeting. Notice of proposed Board action pursuant to this provision shall be given to each Board member not less than four days prior to the meeting at which such action is to be considered.Vacancies: Whenever a vacancy exists on the Board of Directors, whether by death, resignation or otherwise, the vacancy may be filled by a majority vote of the remaining voting Directors, even though the remaining voting Directors constitute less than a quorum, at a regular or special meeting of the Board. Any person elected to fill the vacancy of a Director shall have the same qualifications as were required of the Director whose office w”

“The affairs of the Foundation shall be managed, and all corporate powers shall be exercised by the members of the Board of Directors. The Chair and, in his absence, the Vice Chair and/or President and CEO shall execute contracts which are within the Foundation's budget or have been otherwise authorized by the Board or the Executive Committee, as well as instruments and documents on behalf of the Foundation. Any contract involving consideration of $100,000 or more must be executed by the Chair or Vice Chair. The Board, except as required by law, the Articles of Incorporation, or the Bylaws, may authorize any other Officers or agents of the Foundation, in addition to the Officers so authorized by the Bylaws, to enter into any contracts or execute and deliver any instrument or documents in the name of and on behalf of the Foundation and such authority may be general or confined to specific instances.All checks, drafts, loans, or other orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Foundation shall be signed by such officer or officers, agent or agents of the Foundation and in such manner as determined by the Board. In the absence of such a determination, such instruments shall be signed by the Treasurer and countersigned by the President and CEO.All funds of the Foundation shall be deposited and/or invested to the credit of the Foundation in financial institutions selected by the Board. The Board may accept on behalf of the Foundation any contributions, gifts, bequest or devise for general or for special purpose of the Foundation, and may accept in kind personal service in its discretion.The Board may elect or appoint any person or persons to act in an advisory capacity to the Foundation.The Board shall review and either approve or modify and approve the Foundation's annual budget prior to the beginning of the fiscal year for which it applies. The Board may alter, amend or repeal any new By laws by a two-thirds vote.The Board of Directors by a majority vote may authorize the formation of auxiliary organizations to assist in the fulfillment of the purpose of the Foundation.”

“A draft copy of Form 990 is submitted to the members of the Executive Committee for review. After their review and approval the return is submitted to the IRS.”

“The policy requires all Directors to annually sign a Conflict of Interest Certificate as a condition of membership on the Board of Directors. Upon at least four day written notice to the Director involved, the Board shall have authority to determine if a conflict exists and take appropriate remediation action.A Director having a conflict of interest or a conflict of responsibility on any matter involving the Corporation and any other business or person, shall refrain from voting on such mater. No Director shall use his or her position as a Director of the Corporation for his or her own indirect financial gain.”

“The compensation for the CEO is determined by the Employment Practices Committee, which brings a recommendation to the Board for approval. The Committee benchmarks compensation for similar positions in the local market.”

“The compensation for Key Employees is reviewed and established by the Employment Practices Committee appointed by the Board of Directors. The Committee benchmarks compensation for similar positions in the local market.”

“Governing documents, conflict of interest policy and financial statements are available upon request.”