Calais Community Hospital

“The sole Member of the Organization is Down East Community Hospital.”

“The Corporators shall elect the Trustees of this Corporation from a slate of nominees presented by the Nominating Committee in accordance with the provisions of the Bylaws.”

“Down East Community hospital, the sole member of the Organization, has the sole power to take any necessary actions related to the following: 1. Adopting and implementing a system-wide strategic plan for this Corporation and its affiliates, as well as preparing any annual or other reports required to update that plan. 2. Ensuring the financial viability of this Corporation. 3. Overseeing the financial viability of this Corporation 4. Approving plans with respect to the development of any new programs and/or consolidation of existing programs. 5. Approving plans for clinical initiatives that involve any capital expenditure or the development of any new facility. 6. Amending the Articles of Incorporation or Bylaws of this Corporation. 7. Employing a Chief Executive Officer 8. Appointing and removing Trustee serving on the Board of Trustees of this Corporation. 9. Approving the operational structure of this Corporation 10. Approving the sale or substantially all the assets of this Corporation. The following actions, when taken by the Board of Trustees of this Corporation, shall require the approval of the Member and any such action shall not be effective until such approval is granted: 1. Adoption of annual operating and capital budgets, or substantial changes thereto; including but not limited to the adoption of new health services. 2. Unbudgeted debt instruments, notes, guarantees, mortgages, or pledges in excess of such limits as the Members shall specify from time to time. 3. Authorization or material amendment of contracts for sale, lease, exchange, or other disposition or acquisition or divestiture of real property or other substantial corporate assets in excess of such amounts as the Member shall specify from time to time. 4. The filing of any petition for voluntary dissolution. 5. The filing of any petition for voluntary bankruptcy. 6. Affiliation, consolidation, or merger with, or acquisition of, any other organization. 7. Establishment, termination, or relocation of any major clinical service. 8. Selection of any outside auditor or legal counsel.”

“The 990 is reviewed by the CEO and CFO & COO and a copy is provided to the full board before filing.”

“To monitor compliance with the conflict-of-interest policy for the Organization, each member of the board of trustees is required annually to submit a conflict-of-interest document and the compliance officer verifies the receipt of these documents. The compliance officer also reviews payments issued to the board of trustees and any contracts in effect with board members. All new employees sign a conflict-of-interest statement at the time of hire.”

“The Organization has a CEO Compensation committee. This committee is responsible for evaluating compensation. Committee meetings are documented with minutes. The CEO for the Organization is determined by a vote of the full Board of Trustees and the existence of a legal contract.”

“The financial statements and annual report are made available to the public upon request. The annual report is also available on the hospital website. The Organization's governing documents and conflict of interest policy are not made available to the public.”

“Purchased Services: Program service expenses 706,926. Management and general expenses 1,220,303. Fundraising expenses 0. Total expenses 1,927,229. Temporary Personnel: Program service expenses 2,825,491. Management and general expenses 3,000. Fundraising expenses 0. Total expenses 2,828,491. Physician Fees: Program service expenses 2,245,014. Management and general expenses 0. Fundraising expenses 0. Total expenses 2,245,014.”

“Section 1.263(a)-3(n) Election: Calais Community Hospital 24 Hospital Lane Calais, ME 04619 EIN: 86-2728785 Calais Community Hospital is electing to capitalize repair and maintenance costs under Regulation Section 1.263(a)-3(n).”