Marin General Hospital Foundation

“The foundation has one sole member, marin general hospital (dba marinhealth medical center).”

“The board of directors of the foundation are appointed or elected by its sole member, marinhealth medical center.”

“The board, nor any officer of foundation, may not take any of the following actions without first obtaining the authority of marinhealth medical center, the organization's sole member: (i) the merger, consolidation, reorganization, or dissolution of the foundation; (ii) the amendment or restatement of the articles of incorporation or the bylaws of the foundation; (iii) the adoption of operating budgets for foundation; (iv) the adoption of capital budgets for foundation; (v) aggregate operating expenditures on an annual basis which exceed approved operating budgets by a dollar amount which is at least 5% of the approved operating budget of foundation or aggregate capital expenditures on an annual basis which exceed approved capital budgets by a dollar amount which is at least 20% of foundation approved capital budget; (vi) long-term borrowing; (vii) the purchase, sale, lease, disposition, hypothecation, exchange, gift, pledge, or encumbrance by foundation of any asset, real or personal, with a fair market value in excess of a dollar amount equal to 10% of the consolidated fund balance of the foundation (if the transaction is not included in an approved capital budget); (viii) appointment of an independent auditor and approval of independent counsel; (ix) the creation or acquisition of any subsidiary or affiliate entity; (x) contracting with an unrelated third party for all or substantially all of the management of the assets or operations of the foundation; and (xi) approval of major new programs of the foundation.”

“Marinhealth foundation's tax advisor provides and prepares the form 990 in consultation with the organization's internal accounting department. The foundation's president then reviews the form 990 and revisions (if necessary) are made. A copy of the form 990 is then provided to all voting members of the governing body for their review prior to filing with the internal revenue service.”

“The organization's conflict of interest policy applies to officers, directors, and immediate family members thereof, and requires disclosures to the board of any financial interest in a proposed transaction or agreement for which the foundation is also a participant in. If the board determines that the financial interest is a conflict of interest, the interested director/officer will not be a voting member on the issue in question. A disinterested person or committee can also be appointed to identify alternatives to the proposal. The policy requires an annual disclosures statements collected from officers and directors, as well as periodic reviews as needed.”

“Form 990, part vi, section b, lines 15a and 15b have been marked "no", as mandated by the form 990 instructions, as the organization does not compensate any of the officers or key employees appearing on form 990, part vii; rather, these individuals are compensated by marinhealth medical center, a related organization. Please reference the disclosure in marinhealth medical center's form 990 for a description on how compensation for these individuals is determined.”

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

“The individuals appearing on form 990, part vii are compensated by marinhealth medical center, a related organization; as such, all of the compensation for these employees is reported on form 990, part vii, columns (e) and (f). These individuals perform work for the foundation as well as for other related organizations.”

“Change in beneficial interest in trusts 119,418.”