Community Hospitals of Central California Foundation

“During fy 2024, the board of trustees amended its bylaws to revise its process for appointing medical staff trustees and to address the effect of short board terms on incoming trustees who are appointed to fill unexpired terms of their predecessors in office.”

“Community hospitals of central california (chcc) is the sole member.”

“The sole member has the sole and exclusive right to appoint all of the members of the board of directors.”

“The sole member has the rights of members conferred by chapter 3 of the nonprofit public benefit corporation law, sections 5310 - 5354, which includes the rights to approve amendments to the articles, bylaws and sale of assets outside the normal course of business. The most recent amended articles of incorporation provides that upon dissolution, all remaining assets will be distributed to chcc or its successors.”

“Upon completion of an initial review by senior management, the form is reviewed by the board of trustees. The finalized form 990 then becomes a record of the organization's board of trustees.”

“Annually each director, principal officer and member of committee with board delegated powers sign a statement which affirms that such person: 1) has received a copy of the conflicts of interest policy; 2) has read and understands the policy; 3) has agreed to comply with the policy; and 4) understands that the corporation is a charitable organization and that in order to maintain its federal tax exemption, it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. Each director, principal officer and member committee with board delegated powers also completes a conflict of interest disclosure statement prior to the assignment of their duties and thereafter on an annual basis. The statement asks specific questions that would determine if there are conflicts of interests. Chs's chief auditor, ethics & compliance officer and chief legal officer review the responses and determine whether there is a conflict based on policy. If a conflict of interest is identified, the director, principal officer, or member committee with board delegated powers will be removed from decision making as it pertains to that conflict.”

“Responsibility for oversight of executive compensation rests with the board's executive compensation subcommittee. The committee will "consider all matters involving compensation and benefits of (i) corporate officers who are classified as & "disqualified persons" pursuant to internal revenue code section 4958; (ii) all other corporate officers who are senior vice presidents and executive vice presidents and (iii) the president/chief executive officer." through the executive compensation subcommittee, the board has engaged sullivan, cotter and associates, inc. To conduct a total compensation review for those individuals identified in their scope of responsibility. For tax year 2023, this process was completed october/november, 2023.”

“Federal tax laws do not require that the organization's governing documents and policies related to conflicts of interest be made available for public inspection. The consolidated financial statements of community health system, of which filing entity is a part, are attached to the form 990 of filing entity's affiliate, fresno community hospital and medical center and are therefore publicly available.”

“Community hospitals of central california is the central payor for itself, community hospitals of central california foundation, community health partners, and fresno community hospital and medical center.”

“Other dbas used: community health foundation community medical foundation community health system, office of philanthropy”