Pathways Hospice

“The executive committee shall be comprised of the chair, the vice-chair, the secretary, the treasurer, the ceo of the member and up to three (3) at-large members drawn from the board. The executive committee may transact any business of the corporation that would normally require approval of the board (except as set forth below) between regularly scheduled meetings of the board only if the business at hand is of such urgent nature as to reasonably require action prior to the next regularly scheduled meeting of the board and a quorum of the board cannot reasonably be assembled. In the event of such an emergency, the executive committee can act with the authority of the board; provided, however, that any such actions must be subsequently ratified by the board. A quorum for the transaction of the business of the corporation by the executive committee shall be a majority of the membership of the executive committee and must include the chair. The act of a majority of the members entitled to vote at a meeting of the executive committee at which a quorum is present shall be the act of the executive committee. The executive committee shall have such other duties and powers as may be specified in the bylaws of the organization or as the board may specifically assign to the executive committee. Notwithstanding the preceding, the executive committee shall not have the authority to approve any of the following actions: (a) nomination of individuals to serve as a director on the board; (b) any amendment to the articles or these bylaws of the corporation; (c) removal of a director of the corporation with or without cause; or (d) approval of the corporation's strategic plan.”

“The chief executive officer and chief financial officer are officers of and employed by care synergy, a related exempt organization. These individuals are also officers of the hospice of metro denver, pikes peak hospice and palliative care, colorado visiting nurse association, and halcyon hospice. Therefore, business relationships exist between these individuals.”

“Care synergy, a related exempt organization, performed executive management services including finance and accounting, payroll, information technology, human resources, quality management, compliance, high level risk management, and group contracting services. See form 990, part vii for compensation paid by the related management company.”

“Pathways hospice's sole member is care synergy, a colorado nonprofit corporation.”

“The member, care synergy has the power to elect and remove directors of the organization.”

“The form 990 is initially reviewed by the controller and the chief financial officer. After the initial review has been completed, a final copy is given to the full board of directors for their review prior to filing with the irs.”

“The conflict of interest policy is reviewed annually by the board of directors. Each member of the board of directors and senior management is asked to disclose annually any business ventures, ownership interests or services that could create a conflict of interest. The existence of any potential conflict of interest shall be disclosed to board of directors, who shall determine whether a conflict of interest exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. In the event a conflict of interest does exists, an interested person may make a presentation to the governing board or committee, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the conflict of interest. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the governing board or committee shall determine whether the organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the organization's best interest, for its own benefit, and whether it is fair and reasonable. In conforming with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.”

“The executive committee of the board of directors for care synergy, a related tax-exempt organization, functions as the compensation committee. They engage an independent third-party compensation and benefits consultant to conduct a market analysis of compensation and benefits for all top management and top financial officials of the organization. The analysis includes comparisons of similarly sized hospice and other healthcare organizations. The consulting firm also evaluates the reasonableness of executive compensation from an intermediate sanctions perspective. Any compensation or benefit changes for top management and financial officials are approved by the executive committee of the care synergy board of directors and documented in the committee minutes.”

“Governing documents, the conflict of interest policy, the financial statements, and a copy of the form 990 are made available to the public upon request.”

“Change in beneficial interest in assets held by community foundation 46,503.”