One Community Health

“The executive committee shall consist of the officers of the board of directors and the past chairperson, if they are still a member of the board of directors, and will be 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 will be fully reported to the full board at the next regularly scheduled meeting.”

“The form 990 was provided to the finance committe and the board of directors for annual review subsequent to filing with the irs.”

“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 three 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 compensation review process was last completed in 2018.”

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

“The board of directors assumes responsibility for oversight of the audit of the financial statements and selection of the independent auditor. This process did not change during the fiscal year.”