Otero County Hospital Association

“The joint finance and executive committee is chaired by the vice chairman of the board of directors. In the absence of the vice chairman, the chairman of the board or secretary of the board shall chair the committee in that order. The composition of the joint finance and executive committee shall be determined by the board of directors at the annual meeting. The powers and responsibilities of the committee shall include: screen board business and make recommendations for approval in order to enable the full board to effectively utilize its discussion time; exercise emergency powers in extraordinary circumstances and make decisions otherwise reserved to the board of directors when the board is not in session; exercise the power and authority to transact corporation business that requires immediate action; serve as the audit committee for the corporation; serve as the ethics committee for the corporation and be primarily responsible for implementing the conflicts of interest policy of the corporation; review and make recommendations to the board of directors concerning the performance, competence and terms of employment of the chief executive officer; and act in such other situations and capacities as the board of directors may designate or specify.”

“Paul generale, sam bagchi, md, kimberly king webb, and randy safady: business relationship”

“Complete rx manages the pharmacy departments. X-ray associates of new mexico manages the medical center's outpatient imaging center, of which the hospital owns 29.8%. Alamogordo surgery ventures, llc, manages the medical center's outpatient surgery center, of which the hospital owns 57%.”

“The amendments fundamentally modernize and reorganize the corporation's framework by introducing a registered office and a comprehensive definitions section that clarifies relationships - most notably linking the organization to christus health. The purposes are significantly expanded from merely operating an acute care hospital to promoting a broader charitable, scientific, educational, and explicitly religious mission aligned with the health care ministries under the catholic tradition. In tandem with these changes, the governance structure has been overhauled: christus health is now established as the sole member with centralized authority, the board's composition has been adjusted for greater flexibility, and new standards of conduct along with limitations on directors' liability have been introduced. Additionally, the dissolution and amendment procedures have been revised to ensure that any remaining assets and future modifications are managed in accordance with the updated mission and legal requirements.”

“Effective july 1, 2023, the medical center entered into an agreement with christus health whereby both parties agreed that the medical center should have a sole corporate member and that christus health should be the sole corporate member of the medical center.”

“Christus health, the sole member, has the power to elect or appoint one or more members of the governing body.”

“Governance decisions are reserved to or subject to approval by christus health, the sole member.”

“The return is reviewed by the ceo and cfo prior to filing.”

“Each officer, director, and key employee is required to fill out a conflict of interest disclosure annually. The forms are initially reviewed by the cfo. If any conflicts exist, they are reviewed by the board of directors. A person with a conflict is restricted from voting on related matters.”

“The ceo and cfo report to the csnm board of directors, and their compensation package is determined by the board. The board uses an independent third-party consultant, the coker group, to evaluate the compensation. The board obtained comparative salary data from the coker group to assess the fmv of compensation. Compensation was last determined in 2023. A full compensation review of all officers was provided by the coker group at that time.”

“The governing documents, conflict of interest policy and financial statements are all available upon request.”

“Physician fees: program service expenses 13,558,549. Management and general expenses 0. Fundraising expenses 0. Total expenses 13,558,549. Agency personnel: program service expenses 12,638,421. Management and general expenses 705,724. Fundraising expenses 0. Total expenses 13,344,145. Gc-sp cath lab clinical service fees: program service expenses 11,143,331. Management and general expenses 0. Fundraising expenses 0. Total expenses 11,143,331. Consultants: program service expenses 3,481,261. Management and general expenses 363,385. Fundraising expenses 0. Total expenses 3,844,646. Maintenance contracts: program service expenses 1,939,020. Management and general expenses 2,948,185. Fundraising expenses 0. Total expenses 4,887,205. 340(b) processing fees: program service expenses 1,056,289. Management and general expenses 0. Fundraising expenses 0. Total expenses 1,056,289. Contract department fees: program service expenses 124,178. Management and general expenses 700,349. Fundraising expenses 0. Total expenses 824,527.”

“Transfers to christus health, per purchase agreement effective july 1, 2023 -72,139,135.”