La Clinica Del Carino Family Health Care Center Inc

“The executive committee consists of the officers of the board of directors and the past chairperson, if they are still a member of the board of directors, and is chaired by the chairperson. The executive committee represents the board of directors between regular board meetings whenever necessary. The executive committee is empowered to act on behalf of the board of directors except regarding decisions that require a majority vote of the board of directors, or as otherwise specifically prohibited by the board of directors. Actions taken by the executive committee on behalf of the board are fully reported to the board at the next regularly scheduled meeting.”

“The bylaws were amended in january 2024 to (a) change och's fiscal year-end to december 31; (b) change the allowed number of och board members to 9 - 25; (c) remove the requirement that board members reside in och's service area; (d) clarify that och's ceo is an ex officio non-voting member of the board of directors; (e) change board officer terms to two years; (f) clarify the executive committee's responsibilities and composition; and (g) update the board's conflict of interest policy and procedures.”

“Prior to filing, the form 990 was reviewed by the cfo, ceo and the board's finance committee and a copy of the form 990 was provided to the board of directors.”

“Full disclosure, by notice in writing, shall be made by the interested parties to the full board of directors in all conflicts of interest and perceived conflicts of interest. Following full disclosure of a possible conflict of interest the board of directors shall determine whether a conflict of interest exists and, if so, the board shall vote to authorize or reject the transaction or take any other action deemed necessary to address the conflict and protect one community health's best interest. Both votes shall be by a majority vote without counting the vote of any interested director, even if the disinterested directors are less than a quorum provided that at least one consenting director is disinterested. An interested board member or officer shall not participate in any discussion or debate of the board of directors, or of any committee or subcommittee thereof in which the subject of discussion is a contract, transaction, or situation in which there may be a perceived or actual conflict of interest. They may be present to provide clarifying information; however, they must leave the meeting during the discussion and vote by the board and/or officers.”

“The chief executive officer's salary is determined by the board of directors, utilizing market studies of comparable organizations' wage scales. The compensation of other officers is initially set by the chief executive officer, but they are also reviewed by the board of directors as part of the annual budgeting process. One community health's compensation philosophy aligns compensation in support of our mission, vision, values, and operational strategies. Pay is established by qualifications set forth in job descriptions, the range of pay for all job categories using market survey sources, and a process for pay increases. The chief executive officer in cooperation with key employees is responsible for oversight of the development, review, and revision of the pay structure. The board of directors reviews, approves or recommends modifications to the pay structure presented. A comprehensive salary survey is completed every two years to assess updating base rates for positions. Other forms of compensation such as bonuses, increases, and health insurance are reviewed annually with recommendations made to the board of directors during the budget process for approval. The ceo's compensation is reviewed by the board of directors annually, although the last market comparison was completed in 2024. The organization has an executive incentive compensation plan for the ceo, cfo, cso, cto, coo, and vp of people & culutre. The ceo's goals and tiered acheivement targets per goal are set each year by the board adn the cfo, cso, cto, coo, and vp of people & culutre goals and tiered achievement targets per goal are set each year by the ceo. At the end of the fiscal year, results are compared to achievement targets to determine the payout. During the year ended december 31, 2024, the ceo's measures included financial stewardship, growth, employee engagement, and employee compensation and the cfo, cso, cto, coo, and vp of people & culture's measures are specific to each position but included categories such as diversity, employee engagement, employee compensaton, financial stewardship, growth, patient care rate, performance management, and scheduling efficiency.”

“The organization does not make its governing documents, conflict of interest policy, or financial statements open to the public.”

“During 2024, och (a) opened a school-based health center at dufur school, expanding services in wasco county; (b) purchased northshore medical group private practices serving white salmon and stevenson, washington; and (c) expanded services in klickitat and skamania counties.”

“The authority and process for selecting the financial statement auditor and for overseeing the financial statement audit did not change during the year.”