Foundation for a Healthy Oklahoma

“The Board of Directors may establish and appoint members of an Executive Committee, which consists of at least three and no more than seven directors, at least one of whom must be an individual who is a member of the Board of Directors of the sole member. The Executive Committee may meet at stated times or upon notice to all of its members. During intervals between meetings of the Board of Directors, the Executive Committee shall generally perform the duties and exercise the full powers of the Board of Directors.”

“Richard Rasmussen, President and CEO, and Pamela Wells, VP/CFO, are compensated by Oklahoma Hospital Association, a related organization, and the board members serve on the board of both Foundation for a Healthy Oklahoma and Oklahoma Hospital Association, therefore all have a business relationship.”

“The organization changed its name from Oklahoma Hospital Education and Research Institute to Foundation for a Healthy Oklahoma.”

“The sole member is Oklahoma Hospital Association, an Oklahoma nonprofit corporation.”

“Directors must be approved by the sole member.”

“The sole member of the Corporation is qualified to vote, furnish any necessary consent or approval, or take other action on any issue that may properly be presented to the sole member. The following matters must be submitted to, and receive the approval of, the sole member: (a) any amendment, restatement, or repeal of the Certificate of Incorporation or these Bylaws; (b) the election or appointment of the Board of Directors; (c) the merger or consolidation of the Corporation with or into any other entity, enterprise, agency, or body; the sale of all or substantially all of the assets of the Corporation; or the acquisition of the Corporation by any other entity or enterprise; (d) approving independent auditors of the Corporation; (e) the dissolution, liquidation, or termination of the business of the Corporation; (f) a change in the purposes of the Corporation; and (g) any decision to file a voluntary petition under any law having for its purpose the adjudication of the Corporation as bankrupt or insolvent or the taking any action with respect to the reorganization or liquidation of the Corporation.”

“The Board of Directors are provided a copy of the Form 990 prior to filing with the IRS. The return is reviewed by the President and CEO and the Chief Finance & Reimbursement Officer.”

“Board members annually complete a questionnaire that monitors compliance with the written conflict of interest policy. If a conflict is reported or discovered the organization's bylaws provide for the following procedures and remedies. The Chair shall, if appropriate, appoint a disinterested individual or committee to investigate alternatives to the proposed transaction or arrangement. the board of directors or committee shall determine whether, in their judgment, the transaction or arrangement is fair to the corporation. They may also evaluate whether the corporation may, without undue burden, delay, or expense, obtain a more advantageous transaction or arrangement with reasonable efforts from an individual or entity that would not give rise to a conflict of interest. In evaluating whether a transaction or arrangement is more advantageous, the board directors or committee, as the case may be, may take into account all facts and circumstances that it reasonable believes to be appropriate in its judgment, including factors relating to price, cost, quality, service, compensation arrangements, financial arrangements, capability, capacity, convenience to the organization, historical relationships, production efficiencies, market efficiencies, community interest, organizational support, reputation, availability, responsiveness, experience, location, commercial reasonableness, fair market value, market conditions, timing, scheduling, or other appropriate factors, depending on the nature of the transaction or arrangement is in the best interest of the corporation, and they may pursue and approve the transaction or arrangement, as long as they reasonable believe in good faith that the transaction or arrangement is fair to the corporation. If the board of directors or committee has reasonable cause to believe that an interested person has failed to disclose a conflict of interest as required in this article, the board of directors or committee shall inform the interest person of the basis for such belief and afford the interest person an opportunity to explain the alleged failure to disclose. If, after hearing the response of the interest person and making such further investigation as may be warranted in the circumstances, the board of directors or committee determines that the interest person has in fact failed to disclose a conflict of interest as required in this article, the board of directors or committee shall take appropriate disciplinary and corrective action.”

“The President and CEO and VP/CFO are employees of the Oklahoma Hospital Association, a related entity. Oklahoma Hospital Assocation uses independent persons and comparability data to determine compensation. The process and determination is documented.”

“The Organization does not make its governing documents available to the public. Consolidated financial statements are available upon request.”

“of the communities served by Oklahoma Hospital Association members through activities and programs focusing on quality improvement, cost control, risk management, accountability, utilization management, quality reporting, outcomes measurement, access to care, resource availability, enhanced efficiencies, reduction of waste and medical errors, and communication and coordination among participating healthcare providers in the provision of healthcare services, (B) sponsoring and providing educational programs relating to hospital management and administration, leadership and strategic planning principles, healthcare delivery, and issuers and topics of interest affecting the healthcare industry, (C) Generally working to improve the quality and delivery of healthcare services, including coordinated care and patient-centered care; and (D) researching the furtherance of any of the foregoing. Subject to the foregoing, the Corporation has and may exercise all of the powers of nonprofit corporations under Oklahoma law.”

“Oklahoma Perinatal Quality Improvement Collaborative (OPQIC) joined Oklahoma Hospital Association and Foundation for a Healthy Oklahoma in October 2024. The mission of the Oklahoma Perinatal Quality Improvement Collaborative (OPQIC) is to provide leadership and engage interested stakeholders in a collaborative effort to improve the health outcomes for Oklahoma women and infants using evidence-based practice guidelines and quality improvement processes. OPQIC works with Oklahoma birthing hospitals and perinatal care providers of all types to improve perinatal care of Oklahoma mothers and newborns by collaborating with partners to identify and remove barriers to providing safe, quality and equitable perinatal care.”

“Move Preferred Partner Network revenue and expense to affiliate PPN 149,773.”