Overlake Hospital Foundation

“Although the governing documents do not state that there are any members of overlake hospital foundation, overlake medical center & clinics does have the right to participate in the organization's governance.”

“Overlake medical center & clinics has the right to elect and remove overlake hospital foundation's trustees.”

“Overlake medical center & clinics must approve: (a) any sale or lease of all or substantially all of the assets of the corporation; (b) any single transaction increasing long term indebtedness by an amount exceeding five percent of the total assets of the corporation during a fiscal year of the corporation; (c) the annual budget of the corporation and any material amendments thereto; (d) any amendments to the articles of incorporation and bylaws of the corporation.”

“The 990 is prepared by an independent accounting firm. The 990 is reviewed by the assistant controller and/or controller, then reviewed on a high level by the chief development officer, president & ceo, overlake medical center & clinics chief compliance & risk officer. The public disclosure copy is distributed to the foundation board members prior to submission to the irs.”

“Board members and management annually sign a statement which affirms that such person: 1) has received a copy of the conflict of interest policy, 2) has read and understands the policy, 3) has agreed to comply with the policy. Board members and management are required to disclose potential conflict of interest situations on their annual disclosure form and on a situational basis for any situation occuring during the year. Disclosures are reviewed by the overlake medical center & clinics office of compliance and risk management (ocrm). Disclosures requiring mitigation will be handled by a member of the ocrm. If there is a violation of this policy or there is a perceived or actual conflict that needs to be managed, the ocrm will take appropriate corrective action, which may include a conflict management plan. At board meetings, members are expected to recuse themselves from voting on issues when there is a conflict of interest.”

“Overlake's policy and process for executive compensation is fully documented in the "executive compensation administration and compliance manual". This manual details the charter of the compensation committee of the board, the compensation philosophy and how salary increases, incentives, benefits and perquisites are administered. The compensation committee is a joint committee of overlake medical center & clinics, overlake hospital association, and overlake hospital foundation boards and the compensation committee members are independent board members as required by the charter and by-laws. The process includes an independent consultant who works directly for the compensation committee and review of comparable data from external sources. All compensation related decisions for the foundation's chief development officer mary beth stearns are deliberated and voted on by the compensation committee and documented in the minutes of the meeting. Officers j. Michael marsh, andrew tokar, and paul ishizuka are paid by related affiliate overlake medical center & clinics. The most recent compensation review was at the december 2023 compensation committee meeting.”

“Overlake hospital foundation makes its governing documents and conflict of interest policy available through the hospital's administration office.”

“Overlake hospital foundation staff are paid by its related organization (overlake medical center & clinics) through a common paymaster. These payroll expenses are charged to overlake hospital foundation.”

“During fy24, 16 volunteers served on the board of trustees and 60 volunteers assisted with various tasks at the annual bandage ball event.”

“Employees are paid through the use of a common paymaster and reported on the form w-3 and other required filings of overlake medical center & clinics.”