Mckenna Health Management

“The corporation shall have one member. The sole member shall be mckenna foundation.”

“The board of directors appoints directors with the approval of the member.”

“A) approve or adopt an annual operating or capital budget of the corporation,b) approve any financial expenditure which deviates from the corporation's annual operating and capital budgets if the sum of such financial expenditure and the sum of all prior financial expenditures deviate from the corporation's annual and capital budgets by more than five percent per fiscal year,c) approve the purchase or acquisitions of any property (real, personal or mixed) by the corporation if the purchase price or other obligation of the corporation for such purchases deviates from the corporation's annual budget by more than five percent per fiscal year,d) approve any sale, gift, lease, mortgage, or other transfer or encumbrance of the real property of the corporation if the value of such sale, gift, lease, mortgage, or other transfer deviates from the corporation's annual budget by more than five percent per fiscal year,e) approve any sale, gift, lease, mortgage, or other transfer or encumbrance (collectively, a transfer) of the personal property of the corporation if such transfer and the sum of all prior transfers deviates from the corporation's annual budget by more than five percent per fiscal year,f) approve a merge, acquisition, or consolidation of the corporation,g) approve the creation of or investment in any subsidiary or affiliated entity of the corporation or other legal entity,h) approve borrowing or lending of money or the creation of indebtedness through the guaranty of another's debt or similar action, i) approve the appointment or removal of one or more trustees in accordance with article 3 of these bylaws, orj) approve any alteration, amendment, or repeal of these bylaws in accordance with article 8 of these bylaws or any alteration or amendment to the certificate of formation of the corporation.”

“The organization engages an outside accounting firm to prepare form 990. Once prepared, a draft of the form 990 is presented to the mckenna audit/finance committee for review and recommendation to the mckenna foundation board for approval. Following the audit/finance committee meeting, the form 990 is then made available to all members of the board. The mckenna foundation board approves the form 990 prior to filing.”

“Board members complete a conflict of interest questionnaire annually at the beginning of each year. The board resolves any conflicts of interest, as they arise, throughout the year. If a conflict is found to exist, the member abstains from discussion and voting. It is recorded in the meeting minutes. All other employees are required to read and sign the organization's conflict of interest policy when they are hired.”

“The mckenna foundation board discusses and reviews the compensation for the ceo by reviewing compensation comparisons from other organizations of similar size. In addition, the foundation board receives a salary survey from exponent philanthropy that is used in determining total compensation and benefits paid to the ceo. The review is conducted annually during the executive session, and a summary and outcome of the review is documented in the ceo's employee file.”

“The ceo of mckenna foundatoin annually reviews the compensation of the cfo during the regular annual appraisal process. Any compensation adjustment is determined by the evaluation and performance scores. The review is documented in the human resource personnel files.”

“All mckenna health management governing documents, policies and financial statements are available to the public upon request.”