Benson Hospital Corporation

“The articles of incorporation were amended and restated in october 2013, with the only significant change being that the election of persons to the board of directors shall no longer be by members at the annual meeting of the membership. The bylaws were amended and restated in february 2014, with the following significant changes: * the corporation shall no longer have members with the right to elect directors and the right to transact business by the presence of a quorum of 25% at any meeting of the members. * the number of directors was changed from seven to at least five and not more than eleven persons. One member of the leadership of medical staff shall be an ex officio member with voting rights. Directors shall be elected for a term of three years, with the board divided into three classes so that the same number of director slots come up for election each year. Each director shall have one vote on all matters submitted to a vote of the board. Vacancies shall be filled by election by a majority vote of the remaining directors at a regular or special meeting of the board. * the offices of president and vice president were replaced by the offices of board chair and vice chair. The offices of secretary and treasurer were combined. * the office of chief executive officer (ceo) was added. The ceo shall be selected and appointed by the board and shall be given the necessary authority and responsibility to operate the facility in all its activities and departments subject to policies determined by the board. * the office of chief financial officer was added and shall be selected and appointed by the board. * a procedure for determining compensation of any officer, director, committee member or key employee of the corporation was added to the bylaws. See part vi, section b, line 15 for a description of the policy. * a procedure for handling conflicts of interest was added to the bylaws. See part vi, section b, line 12c for a description of the policy. * the power to coordinate the selection of the auditor for the annual audit and any special audits or financial reports was confirmed as vested in the budget and finance committee.”

“The form 990 was reviewed by the cfo and board chair prior to filing.”

“The conflict of interest policy is reviewed by the board annually. The policy covers the directors, officers, committee members or a person related to such a person. A conflict is defined as a situation where an interested person has a beneficial interest or other link to a transaction that would reasonably be expected to exert influence on that person's judgement. Conflicting interest transactions also include transactions involving entities with which an interested person is affiliated, persons who control entities with which an interested person is affiliated and persons who are general partners, principals, or employers of an interested person. Interested persons must disclose conflicting interests to the board when and where appropriate and cannot play a direct or indirect role in deliberations of vote on the related matter. Directors or committee members who do not have a conflicting interest with the transaction vote to approve the related transactions.”

“The organization's bylaws require that, in determining compensation for any officer, director, committee member, or key employee of the corporation: a. The individuals on the board that approve compensation arrangements shall follow the conflicting interest provisions of these bylaws and the corporation's conflict of interest policies in effect at the time of the determination. B. Any compensation arrangement must be approved by the board in advance of paying compensation. C. The board shall document in writing the date and terms of each approved compensation arrangement. D. The board shall record in writing the decision made by each individual who decided or voted on each compensation arrangement. E. The board will approve compensation arrangements based on information on compensation paid by similarly-situated taxable or tax-exempt organizations, current compensation surveys complied by independent firms, or actual written offers from similarly-situated organizations; and f. The board will record in writing both the information on which the board relied to base the compensation decision as well as its source. The last review was performed in november 2014.”

“The organization makes its governing documents, conflict of interest policy and financial statements available to the public upon request.”

“Other professional fees: program service expenses 351,013. Management and general expenses 337,976. Fundraising expenses 0. Total expenses 688,989. Medical professionals: program service expenses 2,195,883. Management and general expenses 0. Fundraising expenses 0. Total expenses 2,195,883.”

“PRIOR YEAR ROUNDING -5.”

“Benson hospital created a finance committee in 2014 comprised of members from the board of directors and the executive team.”