Glendive Medical Center Inc.

“The Executive Committee is comprised of the Board President, Vice-President, Secretary, Treasurer and the immediate Past Chair. The Executive Committee will, in the interim between meetings of the Board of Directors, exercise the powers of that body necessary for efficient operation of the Hospital in accordance with the general policy of the Hospital and the Board of Directors. The committee shall be empowered to act in only those areas of responsibility as the Board of Directors authorizes. It shall not have the power to amend the bylaws nor adopt or amend the Hospital's annual budget or long range plan and with the understanding that all matters of major importance will be referred to the governing board.”

“Glendive Medical Center, paid a management company, Billings Clinic, for CEO services for Parker Powell. Glendive Medical Center paid Billings Clinic $236,496 for the services of the CEO for calendar year ending December 31, 2016. In addition, Billings Clinic received a management fee totaling $122,400 for calendar year ending December 31, 2016.”

“Under an affiliation agreement, Billings Clinic (paid a management fee) appoints two members to the Board. They get sole discretion for choosing the two members, and how long they serve.”

“A copy of the 990 was reviewed by the VP of Finance and distributed to the Board prior to filing with the IRS.”

“Any director, officer, key employee or committee member having an interest in a contract or other transaction presented to the Board of Directors or a committee thereof for authorization, approval or ratification shall make a prompt, full and frank disclosure of his interest to the board or committee prior to its acting on such contract or transaction. The body to which such disclosure is made shall thereupon determine, by majority vote, whether the disclosure shows that a conflict of interest exists or can reasonably be construed to exist. If a conflict is deemed to exist, such person shall not vote on, nor use his personal influence on, nor participate in the discussions or deliberations with respect to, such contract or transaction. Such person may be counted in determining the existence of a quorum at any meeting where the contract or transaction is under discussion or is being voted up. The minutes of the meeting shall reflect the disclosure made, the vote thereon and where applicable, the abstention from voting and participation, and whether a quorum was present. A statement from directors and officers and key members of the medical staff is completed and signed annually. Conflict of Interest is normally handled at the executive or board level. In the majority of the cases, no vote is necessary since the Board member or GMC staff voluntarily excuses themselves. But, the Board Chair and the CEO monitors proposed or ongoing transactions of the organization for conflicts of interest and discloses them to the Board and staff, as appropriate.”

“Starting in September 2013, the CEO was compensated by Billings Clinic, an unrelated management company. The Organization paid Billings Clinic for his services as CEO. The VP of Finance compensation is reviewed and approved by the CEO.”

“Governing documents, conflict of interest policy and financial statements are kept at the Hospital and are available upon request. The annual Community Benefit report includes a consolidated financial statement for Glendive Medical Center and its Affiliates and is mailed to all service area households. It is also posted on the Hospital website.”

“ENT services began in December 2016. The Coumadin Clinic began in early 2017.”

“Contract Labor: Program service expenses 525,211. Management and general expenses 1,897,627. Fundraising expenses 0. Total expenses 2,422,838. Repair & Maintenance: Program service expenses 433,683. Management and general expenses 692,823. Fundraising expenses 0. Total expenses 1,126,506. Other Purchased Services: Program service expenses 2,104,596. Management and general expenses 996,170. Fundraising expenses 0. Total expenses 3,100,766.”

“Change in Gabert Investment -3,553,030.”