The Children'S Center Inc

“The Executive Committee consists of the officers of the Corporation who are directors plus two additional directors appointed by the Board of Directors. The Executive Committee may meet at stated times or on notice to all of its members. During intervals between meetings of the Board of Directors, the Executive Committee may generally perform the duties and exercise the authority of the Board of Directors, except that the Executive Committee may not ( a) adopt, amend, or repeal any provision of the Certificate of Incorporation or Bylaws, (b) fill Board vacancies, ( c) change the membership of, or fill vacancies in, the Executive Committee, or ( d) amend or repeal any resolution of the Board. The Executive Committee shall report on its actions at the next meeting of the Board of Directors.”

“The Organization does not have members or stockholders, but it does have a Board of Trustees. The Board of Trustees shall be comprised of all the members of the Executive Committee of the Council of Bishops of the International Pentecostal Holiness Church.”

“The Board of Trustees has the power to appoint one member of the Board of Directors who will serve as a liaison between the Board of Trustees and the Board of Directors and who shall have the same voting rights as the other member of the Board of Directors.”

“The Board of Trustees has the power: (a) To appoint one member of the Board of Directors who will serve as a liaison between the Board of Trustees and the Board of Directors and who shall have the same voting rights as every other member of the Board Directors; (b) To advise the Board of Directors, when called upon by the Board of Directors to give such advice, on the management of the business and affairs of the co1poration; (c) Upon the prior vote or consent of at least 80% of the entire Board of Directors, to consent to (i) the change of the purposes of the Corporation, provided that no change shall be made that would permit the funds or assets of the Corporation to inure to the benefit of any person in a manner prohibited by the Code, (ii) the elimination of the right of the Executive Committee of the Council of Bishops of the Church to designate one director, (iii) the sale of the .pediatric hospital known as The Children's Center Rehabilitation Hospital located in Bethany, Oklahoma, (iv) the merger or consolidation of the Corporation with or into any other corporation, partnership, limited liability company, or other entity, or (v) the dissolution, liquidation, termination or winding up the business of the Corporation; (d) Upon the prior vote or consent of at least 80% of the entire Board of Directors, to consent to the disposition of the assets of the Corporation contemplated by subparagraph (c) and (d) of Article XI; and (e) Upon the prior vote or consent of at least 80% of the entire Board of Directors, to consent to the amendment of Sections 1.2, 3.3, 3.4, and 3.5 and Articles XI and XII as contemplated by Article XII.”

“The Board of Directors are provided a copy of the Form 990 before it is filed. The CEO and CFO review the Form 990.”

“The board members are required to complete a conflict of interest form and notify the organization if a conflict exists. The Board Chair or the chair of a committee considering a transaction or arrangement involving an interested person shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. The Board of Directors or committee shall determine whether, in its judgment, the transaction or arrangement is fair to the Corporation. The Board of Directors or committee may also evaluate whether the Corporation may, without undue burden, delay or expense, obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. The Board of Directors or committee shall determine, by a majority vote of the directors (excluding directors who are interested persons), whether the transaction or arrangement is in the best interest of the Corporation, and it may pursue and approve the transaction or arrangement, as long as it reasonably believe in good faith that the transaction or arrangement is fair to the Corporation. Board members with a conflict are ask to abstain from voting on the matter.”

“The CEO, CFO's, and CMO's compensation is determined by Human Resources using third party data of comparable hospitals analyzed as a benchmark against industry standards and market conditions. The Board of Directors approves compensation adjustments. The analysis is completed every 2 years and was last completed in 2021. The next review will be completed in 2024. Documentation is provided in Human Resources and personnel records.”

“The governing documents, conflict of interest policy, and financial statements are available to the public upon request.”

“Oklahoma Adaptive Sports (OKASA) was a program facilitated by Bethany Children's. It is an adaptive sports program for children with disabilities. The adaptive outfield and play area is now part Bethany Children's Health Center. Children of differing abilities can explore, experiment and practice all of life's important skills in a safe and realistic environment.”