Northern Montana Care Center

“David henry, kim lucke, and christen obresley have a business relationship with karrie lien, kevin harada, gary grow, and cameron acor. David, kim, and christen are officers of a related nonprofit organization that employs these board members.”

“David c. Henry, president/ceo is employed by fundamental financial group, an unrelated management company. Northern montana hospital (nmh) pays the unrelated management company for david's services provided to the hospital, northern montana health care, inc. And northern montana health care foundation. The president/ceo's responsibilities include implementing decisions and supervising the management, administration and operation of the hospital and the related, exempt organizations. The amount of compensation paid during the calendar year 2023 was $579,000.”

“The sole member of the organization is northern montana health care, inc.”

“The sole member of the organization shall have such rights and powers as are provided for in the articles of incorporation, the bylaws of the organization and the laws of the state of montana, including but not limited to, the exclusive power: (a) to remove any trustee from any office at any time, with or without cause; (b) to propose and approve (i) a plan of dissolution or liquidation of the organization or (ii) a plan of merger or consolidation of the organization with another corporation; (c) to propose and approve amendments to the articles of incorporation and or the bylaws; (d) to adopt an annual or long-term capital or operational budget or any changes therein exceeding $75,000; (e) to authorize the organization to enter into any contract or engage in any transaction which is not provided for in an annual or long-term capital or operational budget approved by the sole member of the organization where the amount involved exceeds $50,000; (f) to adopt substantive changes to existing long-term or master institutional plans of the organization; (g) to authorize the organization to engage in, or enter into, any transaction providing for the sale, mortgage or other disposition of all or substantially all of the assets of the organization; (h) to organize or acquire, or authorize the organization or acquisition of, any subsidiary or affiliate of the organization; (j) to approve long-term borrowing of money by the organization or authorize the organization to incur indebtedness involving a mortgage or lien on assets; or (k) to approve the trustees or the president of the organization from a slate prepared by the nominating committee of the organization.”

“No committee has the authority to act on behalf of the board.”

“The vp of finance reviews the form. The board of directors receives a copy of the reviewed form 990 via e-mail before it is filed.”

“The conflict of interest policy covers all trustees, directors, officers, and key employees. The board identifies potential conflicts from annual disclosures. Disclosures are reviewed by administration after all are gathered. A second conflict disclosure letter is sent out annually to all current and former officers, directors, trustees, and key employees to ensure all potential conflicts are identified. The results of this disclosure form are reviewed by the vp of finance. The board discusses the potential conflicts and determines if voting on related items would be a conflict of interest. If a conflict is determined to exist, the conflict individual is excluded from voting on the conflicted item.”

“The president/ceo is compensated by an unrelated management company. The unrelated management company receives a fee for service for the ceo's service provided to this organization and related organizations, northern montana health care, inc. (nmhc) and northern montana health care foundation, inc. (nmhcf). In determining the ceo's compensation, the governing board, with the exception of the ceo, meets and reviews nmh and nmhc financial results, ceo's current year priorities, discusses evaluation tools to be used for the ceo's evaluation, how comparative salaries will be obtained and discusses the history of compensation to the ceo. At a second meeting the board reviews non-financial activity of nmh and nmhc and the results of the ceo evaluations completed by the board members. Then they review and discuss a compensation comparative summary of montana ceo's compensation. They agree upon a list of the coming year's priorities for the ceo and proposed compensation, with the compensation set by board vote. This annual process was completed during the fiscal year 2024. The ceo reviews and approves the compensation for all other officers and physicians.”

“The organization's governing documents, conflict of interest policy, and financial statements are made available to the public upon request.”

“Purchased services: program service expenses 15,767. Management and general expenses 519. Fundraising expenses 0. Total expenses 16,286. Contract labor: program service expenses 2,173,281. Management and general expenses 418,805. Fundraising expenses 0. Total expenses 2,592,086. Consulting: program service expenses 0. Management and general expenses 108,375. Fundraising expenses 0. Total expenses 108,375.”

“The controlling organization, northern montana health care, inc's. Board has a committee that assumes responsibility for oversight of the audit of the financial statements and selection of an independent auditor.”