Huntsville Community Hospital Inc

“Community hospital corporation (chc) provides certain financial, technical and managerial support services to the hospital.”

“The corporation has two classes of members: the class a member and class b member. Community hospital corporation ("chc") shall be the class a member and walker county hospital district shall be the class b member.”

“Chc, as the class a member of huntsville community hospital, shall appoint two (each a "class a board designee") of the three members of the board of directors for a term of up to three years. One director, who shall be a member of the board of managers of the class b member, shall be appointed by the class b member, walker county hospital district, (the "class b board designee", and together with the class a board designee, collectively, the "board designees") for a term of up to three years.”

“A. Class a and class b member approvals: an action, approval or resolution by the board of directors for each of the following matters shall require the approval of both the class a member and the class b member before it is effective and constitutes an action of the corporation: i. The establishment of or any change in the mission or purpose of the corporation as set by the members, including but not limited to the provision of charity care; ii. Any amendments or revisions to the certificate of formation or bylaws or the certificate of formation, bylaws or other governing document of any subsidiaries of the corporation, if any (including, without limitation, hmh physician organization (the "po")); iii. The merger, dissolution, or consolidation of the corporation or any subsidiary of the corporation (including, without limitation, the po); iv. The approval of major (in excess of $3,000,000.00) development campaigns and fund-raising; v. The entry into any agreement which would have a materially negative effect on the district to meet its statutory or constitutional obligations with regard to indigent care; vi. The entry into any agreement which would have a materially negative effect on the district's bond rating or ability to meet its obligations under any bonds; and vii. Major changes with service lines provided by the facilities operated by the corporation. B. Class a approvals. An action, approval or resolution by the board of directors for each of the following matters shall require the approval of the class a member before it is effective and constitutes an action of the corporation: i. Annual budgets of the corporation (each, an "annual budget"), which will include an annual operating budget (the "annual operating budget") and an annual capital expenditure budget (the "annual capital expenditure budget"); ii. All expenditure deviations from the annual operating budget greater than twenty-five thousand dollars ($25,000) in any single or series of transactions; iii. All expenditure deviations from the annual capital expenditure budget; iv. Settlements of any claims or litigation involving the corporation in excess of one hundred thousand dollars ($100,000) but less than five hundred thousand dollars ($500,000); v. Employment decisions where annual compensation exceeds fifty thousand dollars ($50,000) or aggregate compensation exceeds one hundred thousand dollars ($100,000); and, vi. Debts/grants not approved in the annual budget and in amounts in excess of one hundred thousand dollars ($100,000); and vii. The sale, lease or mortgage of any personal property in excess of one hundred thousand dollars ($100,000) but less than five hundred thousand dollars ($500,000).”

“The organization engages an outside accounting firm to prepare form 990. Once prepared, the form is reviewed by the organization's internal accountants prior to filing. Electronic copies are provided to each board member via email upon completion of the form prior to filing with the irs.”

“Conflict of interest statements are filed out by governing board members, administrative team, and other key employees on a yearly basis. If a conflict of interest is disclosed, it is reviewed by management personnel, chief compliance officer, general counsel, or the audit and compliance committee of the governing body as necessary. The interested person is allowed to make a presentation, and answer questions posed by the governing body at the committee meeting but must leave after the presentation, during the discussion of and vote on the transaction or arrangement involving the potential conflict of interest. If deemed necessary, a disinterested person can be appointed to investigate the potential conflict of interest and the alternatives to the applicable transaction or arrangement. If a more advantageous transaction/ arrangement is not reasonable, the governing body shall determine by a majority vote of the disinterested directors whether the transaction/ arrangement is in the best interest of the organization. The compliance officer along with the chief financial officer is responsible for conducting audits and monitoring reviews of internal controls to make sure they are free from any conflicts of interest/influences that would impair their ability to objectively carry out their work without bias. If for any reason there is belief that a board/committee member/employee failed to disclose actual or possible conflicts of interest, the member/employee will be informed and given an opportunity to explain the failure to disclose. If after hearing the response and making further investigation it is determined there was failure to disclose, then appropriate disciplinary action is taken which can include without limitation, termination of the person's membership, employment, or contract.”

“The organization executives are employed by the parent organization, chc, and therefore follow the compensation policy of chc. Chc engaged sullivan cotter to conduct a competitive market analysis of the compensation of chc's top management officials, officers, directors and key employees. Sullivan cotter gathered data related to job descriptions, scope of responsibility, and current incumbents compensation. Sullivan cotter recommended appropriate comparison data and utilized survey data from four major executive compensation survey providers to provide market data and executive compensation recommendations that meet chc's compensation philosophy. Sullivan cotter's recommendations were presented to the chc compensation committee of the board for review and approval. Chc also conducts periodic reviews of compensation to determine whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining. The process is performed each year prior to the annual employee evaluation process, which ends on july 1st of each year.”

“The organization makes its governing documents, financial statements and conflict of interest policy available at its business office upon request.”

“GRANT - Total Revenue: 2825000, Related or Exempt Function Revenue: 2825000, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ; MISC - Total Revenue: 148600, Related or Exempt Function Revenue: 148600, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ; RENTS - Total Revenue: 92785, Related or Exempt Function Revenue: 92785, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ; SUPPORT - Total Revenue: 5130384, Related or Exempt Function Revenue: 5130384, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ;”

“PURCHASE SERVICES - Total Expense: 9574279, Program Service Expense: 7072520, Management and General Expenses: 2501759, Fundraising Expenses: ; CONTRACT FEES - Total Expense: 6727799, Program Service Expense: 4969825, Management and General Expenses: 1757974, Fundraising Expenses: ; PROFESSIONAL FEES - Total Expense: 5760657, Program Service Expense: 5760657, Management and General Expenses: 0, Fundraising Expenses: ; Supplies - Total Expense: 624402, Program Service Expense: 461246, Management and General Expenses: 163156, Fundraising Expenses: ; UTILITY - Total Expense: 51592, Program Service Expense: 0, Management and General Expenses: 51592, Fundraising Expenses: ;”