Baptist Health

“The corporation shall not have or issue shares of stock and no dividends shall be paid, and no part of the income of the corporation shall be distributed to its members, directors, or officers. The corporation shall have one class of members consisting of those persons recommended by the board of trustees and elected by the members at their annual meeting in the manner specified in the corporation's constitution and bylaws. There shall be no membership dues or fees. The business of the corporation shall be conducted by the board of directors which may also be referred to as the board of trustees. The number of directors of the corporation shall be not less than eighteen (18) and not more than twenty-one (21) and their terms of office shall be three (3) years except as otherwise provided in the bylaws. The directors shall be permitted to hold office for more than one term by re-election except as otherwise provided in the bylaws. Each member of the corporation shall be entitled to one vote. The vote for trustees shall be by ballot. Except as otherwise may be provided by the bylaws, all elections shall be decided by a majority vote of the members present.”

“The business and property of the corporation shall be managed and controlled solely by a board of trustees, each member of which, saving those elected to fill a vacancy or unexpired term, shall be elected by the membership of the corporation, each for a term of three years, beginning on january 1 and expiring on december 31. No trustee shall be eligible to serve more than two successive terms of three years each, but any former trustee shall be eligible for election to the board of trustees after at least on year's absence therefrom; however, any trustee who is elected as an officer for the ensuring corporate year shall be eligible for reelection as a trustee for a term of one year. Any trustee who is serving, or who hereafter shall serve, an unexpired term shall be eligible to succeed himself for two terms. All officers shall be elected for a term of one year, and each shall be eligible to succeed himself. Each officer elected at a meeting of the board of trustees shall serve for the term beginning january 1 and expiring december 31; provided, vacancies in office may be filled at any regular or special meeting of the board of trustees, and the holders of any newly created office may likewise be elected at any meeting of the board, and each shall serve until the term expires on the following 31st day of december. The right of a member to vote and to exercise any other privileges of membership shall cease on the termination of his membership. The right of membership is nontransferable. Any member may be removed from membership and from office by the affirmative vote of two-thirds (2/3) of the members present at any lawful regular meeting, or at any special meeting called for that purpose, because of personal, professional, or business conduct deemed detrimental to the interests of the corporation or which brings the member into disrepute, for lack of sympathy with the procedures and objectives of the corporation or for refusal to render reasonable assistance in carrying on its purpose.”

“Any amendment to these articles of incorporation must be adopted by both the board of directors and the membership of the corporation in the following manner. By a vote of a majority of the directors then in office, the board of directors may approve an amendment at a regular meeting of the board of directors or at a special meeting called for that purpose. Any proposed amendment shall be presented in writing to each director at least ten (10) day in advance of the meeting at which it is to be voted upon. The members may approve an amendment to these articles of incorporation by two-thirds of the votes cast at any regular meeting of the membership or at any special meeting called for the purpose of considering a proposed amendment. Not less than (30) nor more than sixty (60) days before the meeting date, the corporation shall give written notice of the meeting to its members, and the notice must state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and the notice shall contain or be accompanied by a copy of the proposed amendment.”

“Form 990 is reviewed by the vice president of finance, the cfo and the ceo.”

“Directors and above annually submit a written statement and answer a questionnaire. The director of human resources investigates any potential conflicts and takes appropriate action depending on the nature of the conflict. The board members are required to annually submit a written statement and answer a questionnaire. A subcommittee of the board reviews any conflicts and reports those to the executive committee. The executive committee determines the appropriate action depending on the nature of the conflict.”

“The executive committee of the board appoints directors to the compensation committee. The compensation committee approves the initial salary and any subsequent salary adjustments of all personnel at the level of director and above. The compensation committee obtains an independent salary survey on an annual basis for use in determining the appropriate ranges of all personnel at the level of director and above.”

“Copies of the organization's policies and governing documents are not made available to the public.”

“Statement of program service accomplishments - baptist health provides access to a full range of comprehensive health care services to individuals regardless of race, creed, sex, national origin, disability, age, or ability to pay. Although reimbursement for services rendered is essential to baptist health for the continued operation, financial stability, and ability to provide needed new services and technology, it is recognized that not all individuals possess the ability to purchase health care and essential medical services. Further, our mission is to serve this community with respect to providing comprehensive health care services and health education. Therefore, in keeping with baptist health's commitment to serve the residents of its community, we provide: - subsidized education to health care professionals, - free and subsidized care to those who cannot pay, - care to persons covered by governmental programs at reimbursement below our regular rates paid by other third parties, - health education and programs/services to enhance the health status of the community; and - in-kind donations to non-profit community agencies to enhance their services to the community. Such services and programs are provided where the need and/or individual's inability to pay co-exists. These activities include wellness and prevention education programs, community diagnostic screening programs, special programs for the elderly, youth at risk, handicapped, medically under served, medical care for the uninsured, and a variety of broad community support activities. Baptist health served 55,962 inpatients and provided for 289,810 outpatient and 140,005 emergency room visits during 2018. Baptist health also served 5,072 home health and hospice patients.”

“Change in defined benefit plans gains & losses $8,195,687 transfer to affiliate ($5,089,521) change in fmv of swap $886,658 springhill k-1 adjustment $530,015 change in serp ($354,447) change in net assets of affiliated foundation ($67,549) forest hill k-1 income ($8,790) ------------- other changes in net assets $4,092,053”

“Description:professional fees total fees:xxx-xx-xxxx”

“Description:contract labor total fees:31660362”