Fundacion Dr John a & Virginia Smith Inc.

“BOARD OF DIRECTORS (BOD)”

“Membership in the board of directors shall be limited to individuals who are either members of the board of directors of ryder memorial hospital, inc. Or non-members who have the approval of said sponsoring organization. The board of directors shall consist of eight (8) directors. Until the first annual meeting of the members and/or until successors are duly elected and qualified. The board of directors shall consist of eight (8) persons who qualify, as previously mentioned, and whom shall be elected as such by the incorporators who execute and filed the charter. At the first annual meeting of the members, and at each annual meeting thereafter, members shall elect directors to hold office until their term expires or until their successors are elected and qualified.”

“1) increase the number of members of the bod. 2) amendment by-laws of the foundation. 3) approval of any plan for dissolution, merger or disposition of the assets of the foundation. 4) approval the selection of the independent auditors of the foundation. 5) the board of directors shall elect the executive director.”

“The review process of the form 990 is under the responsibility of the board of directors finance committee. Such committee, at the same time, delegates this task to the finance director, who performs the review of the 990 form and is authorized to provide the release for the final issuance of the form. The bod is also reponsible for oversight of the audit of the financial statements and selection of independent auditor.”

“The proper governance of the foundation is the governing board members who give their time for the benefit of the community served by this foundation; and because the varied interest and background of the governing board members, may result in situations involving a dual interest that might appear as conflict of interest; and services should not be rendered impossible solely by reason of duality of interest or possible conflict of interest; and service carries a requirement of loyalty and fidelity to the foundation known as fundacin dr. John and virginia smith, inc. It is the responsibility of the bod to govern the foundation's and the community interest with honest, excercising their best care, skill and judgement for the benefit of the foundation and its members; and the matter of any duality of interest or possible conflict of interest can best be handled through full disclosure of any such interest, together with abstention in any vote where the interest is involved. The following policy of duality and conflict of interest is hereby adopted: 1. Any duality of interest or possible conflict of interest of the part of any governing board member should be disclosed to the other board members and made a matter of record, either through an annual procedure or when the interest becomes a matter of board action. 2. Any board member having a duality or possible conflict of interest on any matter should not vote or use his personal influence on the matter, and he or she should not be counted in determining the quorum for the meeting, even when permitted by law. The minutes of the meeting shall reflect that a disclosure was made about the abstention from voting and the quorum situation. 3. The above mentioned requirements should not be construed as preventing the board members from stating their position in the matter, nor from answering pertinent questions in such matter. 4. That this policy be revised annually for the information and guidance of the board members, and that any new member be advised of the policy upon entering on the duties of his office.”

“The process to determine the compensation to top officers is based on: 1) job descriptions 2) minimum qualifications for the position 3) experience 4) education the organization also realizes benchmarking of the health industry and market in general to offer competitive salaries. The organization reviews annually the salaries granted to employees and raises are approved depending in the financial position of the organization. Raises must be approved by the bod. The organization also complies with mandatory decrees by the government.”

“The process to determine the compensation to officers is based on: 1) job descriptions 2) minimum qualifications for the position 3) experience 4) education the organization also realizes benchmarking of the health industry and market in general to offer competitive salaries. The organization reviews annually the salaries granted to employees and raises are approved depending in the financial position of the organization. Raises must be approved by the bod. The organization also complies with mandatory decrees by the government.”

“The organization makes its governing documents or bylaws available to the members of the bod and top management. The policy of conflict of interest is available to the organization's bod, top management and employees in order that all be aware of such in the performance of their functions. In case of the financial statements, these are made available to certain parties in addition to the organization's management, such as the federal governnment, creditors and bond holders.”

“Fundacin doctor john a. & virginia smith, inc. (the foundation) is a private, not-for-profit organization offering services to strengthen and develop relations and facilities to the community serviced by ryder memorial hospital, inc. In addition, the foundation promotes opportunities for study and professional development for students in the healthcare field, offers educational guidance related to health in puerto rico, emphasizing services at ryder memorial hospital, inc. Its objectives include obtaining contributions from governmental agencies and other sources, including ryder memorial hospital, inc. And acquiring, administrating and possessing properties for the purpose of realizing the objectives of the foundation within the framework of the laws of the commonwealth of puerto rico.”

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