Lompoc Valley Community

“The organization has a committee that assumes responsibility for oversight of the audited financial statements and selection of an independent accountant.”

“Dr. Taglia is contracted with the LVCHO to provide physician services to inmates when such services are requested by the Bureau of Prisons, and provide regular quality/utilization review of all medical services provided by contractors of the LVCHO. Dr. Schlosser and Dr. Bailey are contracted to provide quality/utilization review. During fiscal 3/31/2025, compensation to Dr. Bailey, Dr. Schlosser, and Dr. Taglia fell below the reportable Schedule L threshold, and did not compromise voting independence for these particular services.LVCHO had a service contract with Lompoc Valley Medical Center (LVMC) for the provision of healthcare services, which are now provided by Primary and Specialty Care Clinics owned by LVMC. LVCHO Board members Stephen Popkin, Roger McConnell serve LVMC in the capacity of CEO and Board member, respectively. In late 2024, Mr. Popkin retired as LVMC CEO, but remained on the LVCHO Board as a community representative. At that time, Yvette Cope, RN replaced Stephen Popkin as CEO of LVMC, and took a position as an LVCHO Board Member. Since LVMC owns the Clinics, this material business transaction is reportable on the schedule L. The transaction amount listed represents the amount that LVCHO paid to the Clinics in the aggregate for all contract medical services received during the year. This reportable business transaction impairs the voting independence of Stephen Popkin (while employed at LVMC), Roger McConnell and Yvette Cope, RN as Board Members.During the tax year, LVCHO Board member Stephen Popkin invested into a business jointly with Executive Director Ashley Costa, and two other outside investors. Each investor holds a 25% share of the business. This business serves the general public, and is an independently operated entity separate from LVCHO. The transaction amounts invested during the fiscal year for LVCHO interested persons meet criteria for reporting as a business transaction in Part VI of the Form 990, but are not required to be reported on Form 990 Schedule L.Lompoc Valley Medical Center (LVMC) - is a tax exempt governmental entity. LVCHO and LVMC are reported as related organizations, as they have common agents.”

“During the year, the organization adopted Amended and Restated Bylaws (effective July 9, 2024). The updated bylaws revise board composition requirements, clarify director terms and election procedures, and modernize conflict-of-interest and self-dealing transaction provisions in accordance with California nonprofit law. These changes were approved by the Board of Directors as part of routine governance and compliance updates.Detail of changes:The Board Composition requirements were refined from stating greater than or equal to 2 directors would be required in each category, and now states a definitive minimum of 2 and maximum of 3 for each of these categories: District representatives; Physicians; Community members; and Licensed medical professionals.Language regarding interested persons being limited to no more than 49% of the Board was replaced with language prohibiting self-dealing. Conflict of interest provisions were expanded to include detailed California nonprofit "self-dealing transaction" rules with Attorney General approval pathways and fairness standards. It also adds a separate section on overlapping directors:"Section 3.14 Common Directors. The Corporation shall not be a party to a contract or transaction with another corporation, firm or association in which one or more of its Directors is also a director (an Overlapping Director) unless, (1) prior to entering into the transaction, the material facts of the transaction and the Overlapping Directors other director position are fully disclosed or known to the Board and the Board authorizes, approves or ratifies the contract ortransaction in good faith by a sufficient vote without counting the vote of the Overlapping Director, or (2) the contract or transaction is just and reasonable to the Corporation at the time it is authorized, approved or ratified. This provision does not apply to self-dealing transactions covered by Section 3.13 above."Officer structure was revised to include a President, Secretary, and Treasurer. It removed the prior restriction stating that other officers or Secretary/Treasurer could not alos hold the President or Chair position.Board meeting notice was updated from 48 hours to only 24 hours. The term of Board members was extended from 2 to now 3 years, with no special initial term. It now reads:"Section 3.4 Election and Term of Office of Directors. Each Director shall be elected to serve a three (3) year term. There shall be no limit on the number of consecutive terms a Director may serve on the Board. Unless the Board specifies otherwise, the term of each Director (a) shall commence at the Board meeting following the Board meeting at which such Director is elected, and (b) shall expire or terminate on the earliest of (i) the death, resignation or removal of the Director, (ii) the election of a successor Director, or (iii) the expiration of such Directors term."”

“The completed 990 is provided to each member a minimum of four days prior to the meeting in which the 990 is discussed and approved.”

“Executive Director provides copy of policy at annual board meeting. All Board members to sign policy and return copy to LVCHO for recordkeeping.”

“An analysis of comparable positions is completed by an independent professional compensation organization and those comparables are used to base compensation for top management. A nonprofit compensation and benefits survey report by Nonprofit Compensation Associates is available for reference of comparables as well. However infrequent, when it changes, the Executive Director salary range is determined by the LVCHO Executive Committee and approved by a vote of the full board in a closed session.”

“An analysis of comparable positions is completed by an independent professional compensation organization and those comparables are used to base compensation for top management. A nonprofit compensation and benefits survey report by Nonprofit Compensation Associates is available for reference of comparables as well.”

“Upon written request”

“LVCHO's Executive Director, Ashley Costa, is an employee of the Lompoc Valley Medical Center (LVMC) and works for the LVCHO under a contract between the LVCHO and LVMC. Since LVMC provided donated employees, LVCHO's number of W2s issued was zero.During the calendar year 2024, the LVCHO Executive Director worked an average of 40 hours per week.LVMC determines compensation through market analyses conducted by independent compensation consultants, review of IRS Form 990 of other comparable organizations, and review of compensation surveys. LVCHO and LVMC are reported as related organizations, as they have common agents.”

“There were no contractors compensated greater than $100,000, that were required to be issued a 1099 during calendar year 2024.”