Stillwater Hospital Association

“Describe circumstances for having members: billings clinic is the sole member of stillwater hospital association.”

“Members who can elect members of the governing body: the sole member has authority to recommend, approve and reject nominations of board members.”

“Decisions of governing body subject to approval by members: the following are governance decisions of the organization which are subject to approval by the sole member: - amendments to the organization's articles of incorporation, bylaws, or name; - dissolution, mergers, or consolidations with or into another entity; - sale, lease, exchange or dispositions of property of the organization; - approval of budgets; - incurrence of debt and purchases made by the organization in amounts exceeding $100,000; - selection, hiring, primary supervision, discipline and termination of the organization's chief executive officer; - addition or discontinuance of any service offered to by the organization.”

“Process to review the form 990: the form 990 is prepared by a third party and review is performed by the board of directors. Any changes and comments are provided back to the preparer and the final form 990 is provided to the full board prior to filing. The organization was provided an efile submission form with the completed return which was signed and submitted for ero processing.”

“Process for monitoring compliance with conflict of interest policy: all directors, officers, employees, and members of a committee with board delegated powers are covered by the conflict of interest policy and must provide an annual statement indicating they have reviewed and are in compliance with the policy. The board is charged with periodically reviewing and monitoring the policy to ensure the organization acts in a manner consistent with its charitable purpose. If a potential conflict is identified, the board will investigate any alternatives and determinations as to whether the transaction or arrangement is in the organization's best interest and will establish procedures for violations of the policy.”

“Describe process for determining CEO/Executive compensation: Compensation is paid through Billings Clinic, the sole member. Compensation is determined by an annual review of external market data for similar size organizations through use of survey data with MHA and Yaffee & Company, and Rural Critical Access Hospital facilities. Compensation is reviewed and approved by the Board of Directors as recommended by the VP of Regional Services. The review is done at the time of the CEO's annual performance review.”

“DESCRIBE PROCESS FOR DETERMINING COMPENSATION OF OTHER OFFICERS: Other officer Compensation is paid through Billings Clinic, the sole member. Salaries for the other key officers/leaders in the organization are reviewed for comparison to other similar size organizations through use of external salary survey sources such as MHA and Associated Employers. This review is conducted by Stillwater's HR Generalist and the CEO. Budget recommendations are formulated for review and approval by the VP of Regional Services and for final approval by the Board of Directors/Finance Committee.”

“Describe how documents are made available to the public: the organization's governing documents, conflict of interest policy, and financial statements are available upon request.”