Townsend Health Systems Inc

“Billings clinic is the sole member of townsend health systems inc.”

“The sole member has authority to recommend, approve and reject nominations of board 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 or by the organization.”

“The organization has a cpa firm prepare its form 990. The return is completed in draft form and reviewed by management of the organization. The return is then finalized and the board is provided a copy of the form 990 to review before it is filed.”

“The organization annually requires its board members, officers and key employees to fill out a conflicts of interest form. The compliance officer reviews them, identifies potential conflicts, and forwards to the administrative team if a potential conflict exists, as outlined in the organizational policy. During board meetings, if an interested party has a conflict, he or she recuses themselves from voting.”

“The organization's ceo, officers, and key employees are paid by billings clinic and logan health. Billings clinic and logan health have an executive compensation program administered annually by independent trustees following best practices and the highest regulatory standards expected of a not-for profit organization. Salary and benefits for the chief executive officer are determined by the board of directors. The board reviews base and total compensation data from an array of compensation surveys of hospitals similar in size and complexity to logan health and billings clinic. The board considers these reports and determines the status of the base salary, benefits, and total compensation for the ceo. Additionally, the ceo utilizes the market information provided to determine recommendations for other senior executives and engages in a rigorous analysis through use of independent survey results. The board reviews benefit levels and total compensation to ensure appropriateness in the not-for-profit health care sector.”

“The organization makes its governing documents, conflict of interest policy and financial statements available to the public on an as needed basis.”