Albany General Hospital Foundation

“The sole member of the foundation is albany general hospital.”

“The directors shall be elected by a vote of the current board at the annual meeting from among the candidates nominated, and by a vote of the member, at the annual meeting.”

“The sole member must approve: 1) any changes to the articles of incorporation or bylaws, 2) the appointment of the executive director, 3) borrowings of the foundation, 4) mergers, consolidations, reorganization or dissolution of the foundation, and 5) in the case of all matters of dispute or uncertainty, the decision of the sole member shall be absolute.”

“The finance committee reviews form 990 before filing. The board receives a copy of form 990 before filing.”

“Board member conflicts of interest: members of the board must annually complete a conflict of interest questionnaire, which requires disclosure of any conflicts of interest or potential conflicts of interest. If a conflict is disclosed, the board of directors evaluates whether the nature of the conflict should affect the member's continued service on the board. If the disclosed conflict does not prohibit the member's service on the board, the conflict is managed through a process set forth in the organization's bylaws. The bylaws prohibit any board member from voting on an action where an individual board member has a conflict of interest. Officer/employee conflicts of interest: the filing organization has no employees. Employees of an shs-related organization (which includes some officers of the filing organization) are required to comply with the shs code of conduct and business ethics policy. This policy requires all employees to disclose potential conflicts of interest through an annual attestation process. Potential conflict of interest disclosures are reviewed by the corporate compliance officer, legal counsel, and/or senior management, and actual conflicts of interest are reviewed and discussed by the audit and compliance committee of the shs board of directors.”

“Line 15a: the executive director is employed and paid by a related organization. The related organization conducts a compensation analysis each year to compare compensation of all paid positions to market surveys of compensation for similar positions in other organizations. Line 15b: a related organization performs an analysis each year to compare compensation of all paid positions to market surveys of compensation for similar positions in other organizations.”

“This information is made available upon request.”