Albany General Hospital Foundation

“One non-employee board member of the filing organization is not independent due to business transactions with a related organization.”

“The organization amended its bylaws in january 2015. Significant changes include the following: 1) section 3.3.2 of the bylaws was amended to be as follows: "the member has all the rights as established by ors chapter 65." this modification clarifies the authority of the member to include all of the rights established by the oregon revised statutes that govern nonprofit corporations. 2) the following sentence was added to section 5.8 of the bylaws: "officers shall receive no compensation for service as officers of the foundation". Officers are defined under article 5 of the bylaws as the chair, vice chair, secretary and treasurer. These officers have not been receiving compensation, and this amendment requires that it remain that way. 3) article 11 was amended to remove from the bylaws detailed definitions and procedures for monitoring conflicts of interest that are maintained in the organization's separate policy on conflicts of interest. The requirement in the bylaws for directors and officers to comply with the organization's conflict of interest policy remains unchanged.”

“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 administrator, 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.”

“An annual questionnaire is completed by all board members.”

“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. 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.”