Baptist Health Foundation Floyd Inc

“Baptist Healthcare System, Inc. (EIN: 61-0444707) is the sole member of Baptist Health Foundation Floyd, Inc.”

“Baptist Healthcare System, Inc., the sole member, has the authority to appoint board members for Baptist Health Foundation Floyd, Inc.”

“The consent and approval of the Member shall be required for all major corporate actions including the following: (a) amend, repeal or alter the articles of incorporation or bylaws; (b) merge or consolidate or agree to merge or consolidate the Corporation with or into any other organization; (c) liquidate, reorganize or recapitalize the Corporation; (d) create or incur any indebtedness which exceeds $100,000; (e) make any capital expenditure which exceeds $100,000; (f) execute any contract, agreement or similar instrument by which the Corporation may be obligated to pay more than $50,000 in any year; (g) other than acquiring marketable securities held for investment purposes and accepting gifts of marketable securities, acquire the stock of any corporation or invest in or acquire an interest in any business enterprise; (h) sell or agree to sell or otherwise dispose of all or a substantial part of the assets of the Corporation or any investment or interest in any business enterprise, other than marketable securities disposed of in the ordinary course of the Corporation's activities; (i) approve the Corporation's annual operating budget and capital expenditures budget; (j) accept any gift that requires the Corporation or the Member to match funds, to carry out substantial new activities in connection with the gift, or that is made subject to restrictions that are not clearly consistent with the Corporation's charitable purposes and with the Member's mission; (k) accept any gift of real property; (l) accept any gift that requires the Corporation or the Member to assume indebtedness; (m) make any gift or contribution to any organization other than the Member unless such gift or contribution is approved by the Member or is consistent with guidelines established by the Member; (n) adopt investment guidelines.”

“The IRS Form 990 is internally prepared and reviewed by finance and foundation management. The governing body receives an electronic copy of the Public Disclosure Copy of the Form 990 for review prior to filing with the IRS. Any questions or comments are addressed by explanation or a change to the form.”

“Annually the Secretary of Baptist Healthcare System, Inc. sends out a Conflict of Interest questionnaire to each of the officers and directors serving on the Board of Baptist Health Foundation Floyd. After completion, they are returned to the secretary and reviewed by the Board or the Governance Effectiveness Committee for any potential conflicts. A conflict of interest is any circumstance, relationship (financial or otherwise), activity or decision (made in the course of governance, management or professional responsibilities or otherwise) that adversely influences or appears to adversely influence the ability of a covered person to: 1) make objective decisions on behalf of Baptist Health Foundation Floyd and/or 2) act in the best interests of Baptist Health Foundation Floyd in a manner consistent with the tax-exempt purposes of Baptist Health Foundation Floyd. The Board or Committee will determine by a majority vote of disinterested directors whether the disclosed financial or special interest may result in a conflict of interest.”

“The President of Baptist Health Foundation Floyd, Inc. is not an employee of the Foundation but is an employee of Baptist Healthcare System, Inc., a tax-exempt 501(c)(3) organization which is the sole member of the Foundation. The president is compensated by Baptist Healthcare System, Inc. Annually in December, the Baptist Healthcare System, Inc. Compensation Committee reviews the compensation, including base compensation and incentive compensation for the president. The Baptist Healthcare System, Inc. Compensation Committee is comprised of independent board members. The committee retains a compensation consultant to advise the committee and who provides data as to comparable compensation for similarly qualified persons in functionally comparable positions at similarly situated healthcare organizations. The committee reviews this information in approving annual base and incentive compensation and other items of reportable compensation described on Schedule J of the IRS Form 990. The decisions of the committee regarding compensation are contemporaneously documented in the minutes of the committee. Annually, the committee chairperson and the compensation consultant provide a report on executive compensation to the full Board of Directors of Baptist Healthcare System, Inc. All other officers of Baptist Health Foundation Floyd, Inc. are not employees of Baptist Health Foundation Floyd, Inc. nor are they compensated by Baptist Health Foundation Floyd, Inc.”

“Baptist Health Foundation Floyd, Inc. will provide any documents open to public inspection upon request.”

“Officers of Baptist Health Foundation Floyd, Inc. provide services to Baptist Healthcare System, Inc. and its subsidiaries. Hours worked are not tracked on an entity by entity basis. Therefore, all officers and directors hours reported on Form 990, Part VII, Compensation of Officers, Directors, Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors represent aggregate hours worked per week for all entities.”

“The employment tax returns for the employees reported on line 2b were reported under a common paymaster. The employment taxes were reported and paid by Baptist Healthcare System, Inc. (EIN:61-0444707).”

“Other Changes 7,115.”