California Health Foundation and Trust

“The organization's sole member is california hospital association, a california nonprofit mutual benefit corporation.”

“Certain acts must be approved by the sole member, california hospital association: a. Materially changing the philosophy, objectives and purposes of the corporation; b. Engaging in any merger, consolidation, affiliation, or dissolution of the corporation; c. Engaging in any sale, lease, disposition or hypothecation of substantially all of the assets owned by the corporation; d. Admission of any other members; e. Relinquishing or altering the tax-exempt status of the corporation; f. Materially changing the corporate structure of the corporation or any of its component parts; and g. Amending, restating, or rescinding the articles of incorporation or bylaws of the corporation.”

“The sole member, california hospital association elects the board of directors of the organization.”

“The audit committee reviewed the form 990 before it was finalized or filed. Each member of the california health foundation and trust board of directors was sent a copy of the draft form 990 before it was filed.”

“The conflict of interest policy covers each member of the board of directors; the president/chief executive officer; chief financial officer; key employees; any person who has held one of those positions during the preceding five years; family members; and certain controlled organizations (interested persons). All interested persons annually sign a statement that affirms receipt and agreement to comply with the policy and to disclose any financial interests or family relationships that could give rise to a conflict of interest. Each interested person is required to disclose to the board (or committee thereof), all material facts regarding the financial interest or relationship in the transaction. With regard to an interested person, the board or committee determines if a conflict of interest exists. The insider(s) involved with the transaction will not be present during the board or committee's discussion or determination of whether a conflict of interest exists, and may not vote on the transaction or counted in determination of a quorum. All proceedings are documented in meeting minutes.”

“The organization does not make its governing documents or conflict of interest available to the public. The financial statements are made available to the public upon request.”