Chas Health Foundation

“A Business relationship exists in which board members also serve as board members of a related tax-exempt organization.”

“Major changes include the addition of the following from 2022 version to current: ARTICLE 6. ADMINISTRATION 6.1 Executive Director. In consultation with the Corporation, the Chief Executive Officer of the Corporate Member shall appoint a qualified Director and shall determine the conditions of his or her employment. The Director shall be directly responsible for the management of the Corporation and may not serve as the Chair of the Board of Directors. Performance evaluations of the Director shall be performed by the Chief Executive Officer of the Corporate Member, in consultation with the Board of the Corporation and in accordance with the policies of the Corporate Member. 6.2 Authority and Duties. The Executive Director is accountable to the Board of Directors of the Corporation and to the Chief Executive Officer of the Corporate Member. The Executive Director shall serve as the representative of the Board for the purpose of communication between the organizations. The Executive Director, in keeping with sound principles of management and the Corporate Member's position description for the Director, is responsible to: 6.2.1 Provide leadership in carrying out the philosophy and mission of the Corporation and the Corporate Member; 6.2.2 Provide leadership in strategic planning and organization; 6.2.3 Provide leadership in financial planning and budgeting; 6.2.4 Direct the operations of the Corporation in a manner consistent with the Corporate Member's position description for Executive Director and with the Corporate Member's philosophy, mission, values, and policies; 6.2.5 Direct and facilitate organizational communications; and 6.2.6 Provide leadership in evaluating the performance of the Corporation. 6.3 Discharge, Suspension, Disciplinary Action. Subject to the terms of any applicable contract, the Chief Executive Officer of the Corporate Member, in consultation with the Boards of the Corporation and the Corporate Member, has authority to effect formal disciplinary action, suspension or discharge of the Executive Director of the Corporation. And adding term limits 4.1 Election Term of Office. The directors must be appointed, approved, or ratified by the governing board of CHAS Health. Directors shall serve a term of three (3) years commencing from the date of election to the Board, subject to the provisions of section 4.9. No director shall serve more than two (2) consecutive terms, but may be reelected as a director one year or more after his or her last term has expired. Any vacancy occurring on the Board of Directors will be filled by appointment, subject to approval of the Corporate Member.”

“The sole member of the Corporation is CHAS Health.”

“The CHAS Health Board of Directors has the power to appoint or remove any officer or director of the CHAS Health Foundation.”

“The following powers are reserved exclusively to CHAS Health (Corporate Member) in relation to CHAS Health Foundation (the Corporation): (a) To amend, alter, modify, repeal, or restate the Articles of Incorporation or the Bylaws of the Corporation; (b) To appoint or remove any officer or director of the Corporation; (c) To adopt a plan of merger, consolidation, or liquidation; (d) To authorize a sale, lease, or exchange of substantially all the property and assets of the Corporation not in the ordinary course of business; (e) To authorize a voluntary dissolution of the Corporation and direct the transfer of the Corporation's property and assets to CHAS Health or another qualified charity; (f) To approve the acceptance of any gift that carries conditions or limitations or any gift restricted to services, programs, or facilities not currently offered or approved to be offered by the Corporate Member; and (g) To provide approval of any key decisions of the Corporation, including investment policies and or guidelines, changes to the mission and other governance items not related to the day-to-day operations of the Corporation.”

“There are no committees with broad authority to act on behalf of the governing board.”

“The Form 990 is prepared by an independent accounting firm based on organization provided financial statements. Prior to filing, a review of the final Form 990 draft is presented by key accounting staff to the Board of Directors and Finance Committee.”

“A conflict of interest can be considered to exist whenever the Director's access to information and actions on behalf of the Foundation provides opportunity for obtaining an improper financial gain or other advantage. Conversely, it exists whenever a competing involvement might have an adverse effect on the interests of the Foundation. It may be "real," "potential, or "perceived, and the same duty to disclose applies in each case. It is the duty of the Board Chair to review and administer conflict of interest documentation. The Board Chair retains the right to approach any Director when he/she feels that an upcoming Board discussion or action may involve a conflict of interest. It is the responsibility of all Directors who are aware of a fellow Director's conflict of interest to raise this issue. At a minimum, this communication should always include the Board Chair as well as the Director in question. A Director who has a potential conflict of interest may participate in the early stages of discussion of the particular issue, so that he/she might contribute the benefit of his/her specific knowledge and insights. However, once viable alternatives begin to be assessed on their own merits, this Director should refrain from all further discussion, non-verbal communication and voting on the issue. The Board retains the right to resolve the issue with this Director temporarily absent from the meeting.”

“The Foundation does not have any employees. Officer compensation is determined by CHAS Health, the supported organization”

“All referenced documents are made available to view on-site upon request.”

“The Foundation does not have employees and therefore, no W-2s are issued by the Foundation. The Foundation reimburses CHAS Health a portion of employee wages and benefits provided on its behalf. These amounts are reported on Part IX, Lines 5-10.”