Enloe Health Foundation

“The organization's bylaws were amended during the current year, significant changes made which include the following: article iii, section 2: - the minimum number of board members was increased to 9 and the maximum number of board members was increased to 23. - the vice president of philanthropy & communications of emc was added as a voting member. Article iii, section 3: - bestowed the authority to nominate directors (not ex officio) to the governance committee. - added limit to board of directors' terms so that 1/3 of the elected directors shall expire every year. The maximum of terms without a year of hiatus is now three. Article iv, section 1: - the positions of vice president of philanthropy & communications and vice chair were added as officer positions. Article v, section 1: - the chief executive officer was replaced by the vice president of advancement & communications as the direct executive representative in the management of the corporation and given the necessary authority and responsibility to operate the corporation in all of its activities. Article vi: - the following committees were removed: projects and allocations committee, finance and investment committee and the philanthropy committee. Article vi, section 9: - the board governance committee was added with the following duties 1) board governance 2) submit to the board of directors of ehf and then to the emc member board of trustees a list of recommended persons for membership of the board 3) nominate persons to fill vacancies on the efh board 4) nominate persons to the board of directors of ehf and then to the emc member board of trustees for elected officer to the board. Article vi, section 10: - assumed audit committee of enloe medical center to serve as enloe health foundation's audit committee, with the following duties: 1) to recommend to the board the selection of an external auditor for this corporation and its subsidiaries 2) review the terms of the audit agreement and 3) oversee the performance of the audit. Article viii, section 3: - added the clause that not more than 49% of the directors serving on the ehf board with voting rights at any time maybe interested persons.”

“Enloe medical center is the sole member of the organization.”

“Enloe medical center is the sole member of the organization and has the power to elect and/or remove members of the governing body.”

“Neither the board of directors of this corporation nor any officer or employee thereof may take any of the following actions without the authority first had and obtained of the emc member of the corporation: a. Merger, consolidation or dissolution of the corporation; b. Amendment or restatement of the articles of incorporation, or the bylaws of the corporation; c. Aggregate borrowing for periods of one (1) year or less for any purpose in excess of a dollar amount to be established by the emc member from time to time; and aggregate borrowing for periods of more than one (1) year for any purpose in excess of a dollar amount to be established by the emc member from time to time. For the purpose of this subparagraph, the term aggregate borrowing includes, but is not limited to, lease agreements and contracts of sale; d. Transactions outside the ordinary course of business; e. Approval of transactions involving a director or officer of this corporation and the corporation”

“The final form 990 is provided to the organization's governing body where it is reviewed and made available for comment prior to the filing date. The review process includes multiple levels of review including key corporate finance department personnel and senior executives, including the director of finance and vice president/chief financial officer and chief executive officer. Additionally, the organization contracts with moss adams, llp, a cpa firm, for preparation and review of the form 990.”

“At the end of each calendar year, the organization collects new conflicts of interest surveys from all board of trustee members, senior administrators, and directors on the foundation board. The organization also collects from a number of other staff and medical members depending upon their business involvements both for enloe health foundation and the community. These disclosures are condensed into reports that are shared with the board, administrators and others and other affiliated organizations to prevent voting for members who have either actual or perceived interest in ventures involved in the business decisions. The organization has all the updated surveys in by the end of december and issues a report in january for guidance throughout the year. If a conflict exists, the committee member/staff member is recused from both the decision and any discussion leading to the decision.”

“The organization makes its governing documents, conflict of interest policy and financial statements available to the public upon request.”

“Change in value of crt agreements 180,876. Prior period pledge write-off -15,385.”

“Please refer to part vi, line 4 for changes to the audit committee.”