Barton Healthcare System

“Terrence Orr, MD, Trustee and Keith Swanson, MD, trustee have a business relationship.”

“There are two classes of members in the Organization: voting members and associate members. Class I voting members are those who have contributed $200 or more prior to July 11, 1986. Each class I voting member has the right to cast 1 vote, but not more than 5 votes for each $200 contribution. Class II voting members are those individuals admitted after July 10, 1986 who have contributed $1,500 or more. Each class II voting member has the right to cast 1 vote, but not more than 5 votes, for each $1,500 contribution. Associate members do not have voting rights. Members do not have the right to approve significant decisions nor receive distributions upon dissolution.”

“The President/Chairman of the organization shall appoint a committee of not more than 5 or less than 3 members to serve as a nominating committee in the election of the Board of Directors. Members representing the lesser of 2% of the membership or 100 members may also nominate candidates for Director. If more people are nominated for the board than can be elected, members are permitted to vote and the candidates receiving the highest number of votes shall be elected.”

“Bylaw amendments are subject to approval by the voting members.”

“There are no committes that have the authority to act on behalf of the governing board.”

“Each member of the governing board of directors and officers are provided with an electronic copy of the Form 990 for review prior to filing with the Internal Revenue Service.”

“The governing board members are required to complete an annual conflict of interest questionnaire pursuant to written policy, the board members are precluded from participating in debate and voting on any issue in which the member(s) (or a family member) may have a personal or business interest. Employees are provided with a copy of the conflict of interest policy within their employee handbook and are monitored by their immediate supervisors. Employees are required to be familiar with the policy at all times. They do not formally review the policy annually but are required to still disclose any potential conflicts that may arise.”

“The organization engaged an independent firm to conduct an executive compensation survey. The independent firm issued a certification of reasonableness upon comparing executive compensation with similar organizations. The compensation committee consisting of board members reviews the CEO compensation and approves changes to the executive team's contracts. The committee substantiates this process in their minutes. The CEO approves the compensation for the remaining executive team using data obtained from annual surveys performed by the California Healthcare Association as well as comparisons of specific compensation of executives from similar-sized hospitals in California located in the same geographic area. Barton Healthcare System is a bi-state healthcare provider that includes a 63-bed full-service hospital with a 24-hour emergency room; designated level III trauma center; 48-bed skilled nursing and long-term care facility; state of the art operating rooms and rehabilitation departments; home health, hospice and palliative care services; Lake Tahoe Surgery Center; 50% ownership in Carson Valley Medical Center (a full-service hospital located in the Carson Valley); Barton Education (providing clinical and community health education); Barton Auxiliary; and Barton Memorial Hospital Foundation (a 501(c)(3) supporting organization). The system further includes over 28 ambulatory clinics which encompass orthopedic clinics, OB/GYN clinics, pediatrics, internal medicine, rehabilitation, general surgery, urgent care clinics, family care clinics, low-income community clinic, and satellite lab facilities.”

“Documents requiring public disclosure are available upon request and are posted on the organization's website: www.bartonhealth.org. Organization contact Mindi Befu 530-543-5601.”

“The following Trustees were compensated for medical director services to the organization that are unrelated to their services as a Trustee. Compensation for these services (included in total compensation reported in Part VII): Keith Swanson, MD: $136,475 Baghdassar Baghdikian, MD: $91,202 Note 12 of the audit reports compensation paid to Keith Swanson, MD, as well as the services provided by Baghdassar Baghdikian, MD. The footnote includes the amount above, as well as the amount paid to So Tahoe Anesthesia Medical Group of which Baghdassar Baghdikian, MD is a 20% shareholder.”

“Consulting: Program service expenses 991,289. Management and general expenses 581,437. Fundraising expenses 0. Total expenses 1,572,726. Other Purchased Services: Program service expenses 1,856,801. Management and general expenses 1,089,099. Fundraising expenses 0. Total expenses 2,945,900. Medical Purchased Services: Program service expenses 15,956,520. Management and general expenses 9,359,235. Fundraising expenses 0. Total expenses 25,315,755. Temporary Personnel: Program service expenses 1,426,460. Management and general expenses 836,685. Fundraising expenses 0. Total expenses 2,263,145. Support Services: Program service expenses 339,377. Management and general expenses 199,060. Fundraising expenses 0. Total expenses 538,437.”

“Changes in Foundation Net Assets not Recorded in Hospital Foundation 3,443.”