Barrow Neurological Foundation

“The foundation has an executive committee, which consists of the chair, vice chair, secretary and treasurer of the board of trustees and the president of the organization. The chair of the board serves as the chair of the executive committee as well. The executive committee is not authorized, without the approval of a majority of the trustees present, in person at a duly convened meeting at which a quorum is present, to take any actions that require the approval of the board of trustees.”

“Sandy hecomovich and michael hecomovich have a familial relationship.”

“The articles of incorporation were amended to expand the organization's exempt purpose to include religious, educational, and literary purposes. Bylaws were amended to change internal references for consistency with committee names as well as language updates and clarifications to the responsibilities of the various committees. Wording was added to insure that the chair of the audit committee shall be a trustee other than the persons then serving as chairs of the executive committee and the finance and investment committees.”

“The president of st. Joseph's hospital and medical center, a division of dignity health; the president and ceo of barrow neurological institute, a division of dignity health; the chair of the women's board, an internal auxillary of the foundation; and the foundation's president are each ex officio members of the board. The foundation's president is appointed by, and serves at the pleasure of, the president and ceo of barrow neurological institute.”

“Dignity health, a 501(c)(3) organization, must approve any changes to the ariticles of incorporation or the bylaws of the foundation that would have the effect of changing the foundation's name or purpose. In the event the board votes are deadlocked on any issue, the president and ceo of barrow neurological institute has the authority to decide the issue. Barrow neurological institute is a division of dignity health.”

“The foundation's vice president of finance and operations and ceo reviewed the form 990 in detail prior to filing. Due to timing,the full board did not receive a copy of form 990 prior to filing, however, the form was provided to the full board at the first meeting subsequent to the barrow neurological foundation filing date.”

“The foundation has adopted dignity health's conflict of interest policy. The foundation's board is charged with monitoring proposed or ongoing transactions for conflicts of interest and addressing any potential or actual conflicts. Pursuant to the conflict of interest policy, an annual conflict of interest questionnaire, aimed at determining any family and business relationships and transactions or other transactions that may pose a potential conflict, is distributed to all covered persons (e.g., board members, officers and executive leadership, key employees). Covered persons are required to disclose real or potential conflicts at the time such conflicts arise. When an individual becomes a covered person and annually thereafter, each covered person is required to submit an updated disclosure statement and to sign a statement affirming that he/she: (1) has received a copy of the conflict of interest policy; (2) has read the policy and understands said policy; and (3) agrees to comply with all requirements of the policy, including completing the conflict of interest disclosure statement. The completed questionnaires are reviewed by dignity health's legal department and any persons with actual or potential conflicts are informed via written communication. The procedures for addressing any conflict of interest include, but are not limited to, the following: (1) the conflicting interest is fully disclosed to the board; (2) the interested person responds to factual questions related to the substance of the transaction or arrangement being considered, after which he/she shall leave the meeting; (3) the person with the conflict of interest is excluded from the discussion and approval of such transaction; (4) if warranted, alternatives to the proposed transactions are investigated, competitive bids or comparable valuations are attained; (5) any conflicting issues during the course of a board meeting which cannot be resovled are referred to the governance committee; and (6) the transaction or action must be approved by a majority of disinterested persons. All conflicts of interest, whether resolved or unresolved, are reported in the foundation's form 990.”

“The organization does not employ personnel, however, the top management and financial officials are compensated by dignity health. For 2019 compensation, dignity health's human resources and compensation committee approves, consistent with the organization's philosophy and principles, the annual performance goals and criteria to be used in determining merit increases and variable compensation committee also engages outside legal counsel as necessary and qualified independent compensation and benefits specialists (independent experts) to review, analyse and provide benchmarking data for the total compensation and benefits packages of officers and key executives. Appropriate comparable data is obtained from the independent experts, (e.g., total economic benefits paid by similarly situated organizations, both taxable and tax-exempt, for similar job responsibilities). Key deliberations of the committee are documented in meeting minutes which are approved at the next committee meeting and provided to the board of directors.”

“Federal tax laws do not mandate that the organization's governing documents, conflict of interest policy and financial statement be made available for public inspection. The organization makes its consolidated financial statements available on its website and upon request.”

“The organization does not have employees. The foundation operates for the benefit of the hospital and utilizes the employees of that hospital. The proportionate salaries and benefits for these individuals are allocated to the foundation. The salaries of these employees are included in the hospital entity's form w-3 and federal employment tax returns.”

“Bad debt adjustment to net assets -292,127.”