Memorial Hospital Association

“Beartooth billings clinic hired billings clinic to conduct, supervise, operate and manage day-to-day operations of the hospital, its departments, employees and financial administration. Through this services agreement, abby lotz received $199,978 of taxable compensation and $30,862 of nontaxable benefits in calendar year 2022 for her services as ceo and william oley, md, received $288,424 of taxable compensation and $78,908 of nontaxable benefits in calendar year 2022 for his medical services.”

“The organization has two classes of members, class a and class b. Class a shall consist of those persons who are at least eighteen years of age, and who have indicated their interest in the maintenance of adequate medical facilities and high standards of medical care in the area. Class b members shall be limited solely to the billings clinic, a 501(c)(3) non profit hospital located at 2800 10th avenue north, billings, montana 59101.”

“Class a members shall be entitled to elect nine board members. Class b members shall be entitled to appoint three board members.”

“The voting power of both classes of membership are limited to the following actions: the election and removal of directors; any amendment to the articles of incorporation or these bylaws that would terminate all members or any class of members or redeem or cancel all memberships or any class of memberships; any amendment to the articles of incorporation or bylaws which relates to the number of directors, the composition of the board, the term of office of directors, or the method or way in which directors are elected or selected; the merger of the corporation with another business entity; the sale, lease, exchange or other disposition of all or substantially all of the corporation's property; the dissolution of the corporation.”

“There are no committees with authority to act on behalf of the board.”

“The form 990 is prepared by the organization's independent accountant and provided to the board for review and approval prior to submitting to the irs.”

“Board members annually disclose in writing any conflicts of interest. These are reviewed by the board chair and ceo. Throughout the year, if any conflicts arise, the board chair and ceo address those issues with the individuals involved. Documentation of the process will be maintained with the board of director's records.”

“Comparative market data is collected annually and analyzed. Executive management evaluates top employees annually and provides wage adjustments after reviewing comparative market data. Reviews are conducted annually by the executive committee of the board. Any and all documentation is kept in human resources and also in employee's file, including signed personal action forms, along with justification, principally from employee performance evaluations. The process was last completed in 2023.”

“The governing documents, conflict of interest policy and financial statements are also made available upon request.”

“Contract and purchased services: program service expenses 3,766,941. Management and general expenses 1,064,290. Fundraising expenses 0. Total expenses 4,831,231.”

“The process for oversight and selection of an independent accountant has not changed from the prior year.”