Memorial Hospital Foundation

“Sutter health central valley hospitals, ("the general member") is the sole member of this corporation with the right to elect at least a majority of the members of the board of directors.”

“Sutter central valley hospitals ("the general member") as the sole member of the organization, is entitled to exercise fully all rights and privileges of members of nonprofit corporations under the california nonprofit public benefit corporation law and all other applicable laws. The member has the rights and powers to appoint (and remove) members of the corporation's board of directors subject to the provisions of the bylaws. In addition, the member has the right to approve the following actions of the corporate board of directors: a. Merger, consolidation, reorganization, or dissolution of the corporation or any subsidiary or affiliate entity; b. Amendment or restatement of the articles of incorporation or the bylaws of the corporation or any subsidiary or affiliate entity; c. Adoption of operating budgets of the corporation or any subsidiary or affiliate entity, including consolidated or combined budgets of the corporation and all subsidiary organizations of the corporation; d. Adoption of capital budgets of the corporation or any subsidiary or affiliate entity; e. Aggregate operating or capital expenditures on an annual basis that exceed approved operating or capital budgets by a specific dollar amount to be determined from time to time by the general member; f. Long-term or material agreements including, but not limited to, borrowings, equity financings, capitalized leases and installment contracts, and purchase, sale, lease, disposition, hypothecation, exchange, gift, pledge, or encumbrance of any asset, real or personal, with a fair market value in excess of a dollar amount to be determined from time to time by the directors of the general member, which shall not be less than ten percent (10%) of the total annual routine capital budget of the corporation or any subsidiary or affiliate entity; g. Appointment of an independent auditor; h. The hiring of independent counsel by the corporation, unless at least two-thirds of the board in office on the day of a vote determine that a material conflict of interest exists between the corporation and the general member and, therefore, the board must engage independent counsel to assist in exercising the board's fiduciary duties to preserve the independence of counsel retained pursuant to this provision, the general member shall not claim that any communication between such independent counsel and any person acting on behalf of the corporation, even if that person is also an employee, officer or agent of the general member, constitutes a waiver of the attorney-client privilege or work-product protection. I. The creation or acquisition of any subsidiary or affiliate entity; j. Contracting with any third party for all or substantially all of the management of the assets or operations of the corporation or any subsidiary or affiliate entity; k. Approval of major new programs of the corporation or any subsidiary or affiliate entity. The general member shall from time to time define the term "major" in this context; l. Approval of strategic plans of the corporation or any subsidiary or affiliate entity; m. Any self-dealing transaction between a trustee of the corporation and the corporation or a subsidiary of the corporation; or n. Rehiring, contracting with, or otherwise compensating a sutter health executive, or any officer or member of management of the corporation, its general member, or any subsidiary or affiliate entity after their employment has ended.”

“Sutter health has a centralized tax department responsible for the preparation of the form 990. Annually the tax department provides training and education to affiliate personnel who assist the tax department in collecting and reviewing data to be reported on the form 990. The preparation material is reviewed by various departments including tax, finance, legal, and human resources. A national accounting firm prepares and/or reviews the return. A completed return is then reviewed by the tax department, the affiliate, and the cfo before the return is filed.”

“Employees are educated on the conflict of interest policy and the need to make disclosure as part of annual compliance education. In addition, annually a disclosure statement is completed by all directors and officers that includes an acknowledgement that they have read the conflict of interest policy. On this statement the individual will list a wide range of information which includes business relationships, employment relationships, property interests, and those of related parties. The ceo and board chair will review the statements and monitor situations that may pose a potential conflict of interest. The ceo and board chair may consult with the office of the general counsel as necessary. If there is a potential conflict of interest related to a particular transaction, the interested individual must disclose the existence and nature of the relationship. The board chair may appoint a disinterested person or committee to investigate the conflict. Until the potential conflict is resolved, the board chair may request the individual to not participate during related presentations and discussions. In all circumstances involving an actual conflict, the interested individual shall refrain from voting on any matter related to the transaction.”

“The compensation for the position of the top management official is determined through a quantitative point factor review of the know-how, problem solving, and accountability associated with a given position as identified in the detailed position description. Additionally, all applicable market salary survey data is reviewed to ensure the position is both internally equitable and externally competitive/market appropriate. The compensation committee of sutter health annually approves compensation, and such approval is recorded in the minutes of sutter health. The most recent approval was december 2016. Form 990, part vi, line 15b for sutter health employees the compensation committee of the sutter health board of directors retains ultimate discretionary authority over all elements of compensation to assure that organizational purposes are appropriately being served. The compensation committee uses credible data sources and maintains an objective "arms length" decision-making process, ensuring the integrity of sutter's executive programs and consistency with the organization's overall mission. In order to ensure external competitiveness, national, california and local market area compensation data comparisons are reviewed. Competitive analysis includes: (a) base salary, (b) total cash (base salary + annual incentive), (c) total direct cash (base salary + annual incentive + long term incentive) and (d) total remuneration (base salary + annual incentive + benefits and long term incentive). This analysis includes comparable organizations and geographic considerations. For the most senior executive positions, national comparisons for organizations similar in size, scope and complexity as sutter health are most appropriate since it is a national marketplace in which sutter competes for executive talent. On the other hand, because californias underlying compensation structure is higher than national data (especially in the bay area), regional pay adjustments may be made. Officers and key employees of this organization undergo a review and compensation committee approval annually, and such approval is recorded in the minutes. The most recent approval was december 2016.”

“The sutter health system posts its current and past audited financial statements at sutterhealth.org. Other documents are also located at this website including the annual report, mission statement, history, and links to affiliate websites. The governing documents are not available to the public at this time.”

“Memorial hospital foundation does not have employees but shares the costs of personnel, services, facilities and expenses with its parents: sutter health and sutter central valley hospitals.”

“Memorial hospital foundation's mission is to create opportunities for investment that allows charitable gifts to transform lives and to improve the health of the central valley communities we serve in partnership with sutter central valley hospitals dba memorial medical center.”

“This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the nonprofit public benefit corporation law for charitable purposes. The specific purposes of this corporation are: (1) to solicit, receive and maintain gifts of money and property and to distribute money and property to memorial medical center, or for charitable, scientific and educational activities related to memorial medical center. (2) to develop resources, funding and community support for the benefit of memorial medical center. 3) to promote or carry on such activities as may be deemed advisable for the betterment to the general health of the community served.”

“Memorial hospital foundation does not have employees but shares the costs of personnel, services, facilities and expenses with its parents: sutter health and sutter central valley hospitals.”

“Healthcare investment per book: 51,512 mob investment income per k-1: (40,229) -------- net change 11,283”