Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at| Return Reference | Explanation |
|---|---|
| FORM 990, PART VI, SECTION A, LINE 6 | THE SOLE MEMBER OF CECIL COUNTY BREEDERS FAIR, INC. ("CCBF") IS THE UNION HOSPITAL OF CECIL COUNTY FOUNDATION, INC. ("FOUNDATION"), A TAX-EXEMPT ORGANIZATION. |
| FORM 990, PART VI, SECTION A, LINE 7A | THE BYLAWS OF CCBF PROVIDE THAT THE BOARD OF CCBF NOMINATES AND ELECTS BOARD MEMBERS SUBJECT TO THE APPROVAL OF THE FOUNDATION'S BOARD. THE FOUNDATION'S BOARD MUST APPROVE OR DISAPPROVE WITHIN 30 DAYS OF RECEIVING NOMINATIONS. |
| FORM 990, PART VI, SECTION A, LINE 7B | THE BYLAWS OF CCBF PROVIDE THAT THE BOARD OF CCBF MAY RECOMMEND THE ADOPTION OF NEW BYLAWS, OR THE AMENDMENT, ALTERATION, OR REPEAL OF ANY OF THE BYLAWS OF CCBF. ANY SUCH RECOMMENDED ACTION SHALL BECOME EFFECTIVE UPON THE APPROVAL OF THE FOUNDATION AS SOLE MEMBER. |
| FORM 990, PART VI, SECTION B, LINE 11 | THE PARENT BOARD OF DIRECTORS OF THE ORGANIZATION REVIEWS THE FORM 990 PRIOR TO FILING WITH THE INTERNAL REVENUE SERVICE. |
| FORM 990, PART VI, SECTION B, LINE 12C | BOARD MEMBERS AND OFFICERS ARE REQUIRED TO ANNUALLY DISCLOSE ANY POTENTIAL CONFLICT OF INTEREST. THE ORGANIZATION'S CEO REVIEWS THE SIGNED ANNUAL DISCLOSURES. THE CORPORATE COMPLIANCE OFFICER IS MADE AWARE OF ANY DISCLOSED CONFLICT, INVESTIGATES THE CONFLICT, AND REPORTS BACK TO THE BOARD OF DIRECTORS. THE BOARD CONSIDERS THE FACTS AND MAKES AN APPROPRIATE FINDING. ANY BOARD MEMBER WITH A CONFLICT MUST ABSTAIN FROM BOARD DELIBERATIONS AND VOTING ON THE MATTER. ALL VICE PRESIDENTS ANNUALLY RECEIVE A LIST OF THE INDIVIDUALS UNDER THEIR SUPERVISION WHO MAY HAVE A POTENTIAL CONFLICT OF INTEREST. THE LIST IS COMPRISED OF ALL MANAGERS, CERTAIN PROFESSIONAL STAFF WHO MAY HAVE RESPONSIBILITY NEGOTIATING WITH VENDORS, AND ANY OTHER PERSONS HOSPITAL EXECUTIVES DEEM APPROPRIATE. EACH VICE PRESIDENT REVIEWS THE CONFLICT OF INTEREST POLICY WITH THEIR DESIGNATED EMPLOYEES, AND EACH EMPLOYEE IS REQUIRED TO SIGN A FORM STIPULATING WHETHER OR NOT THEY HAVE A CONFLICT. THE FORMS ARE REVIEWED BY THE VICE PRESIDENT OF HUMAN RESOURCES. IF A CONFLICT IS NOTED, IT IS BROUGHT TO THE ATTENTION OF THE APPROPRIATE VICE PRESIDENT AND THE CEO TO DETERMINE WHETHER OPERATIONAL CHANGES NEED TO OCCUR BECAUSE OF THE POTENTIAL CONFLICT. |
| FORM 990, PART VI, SECTION B, LINE 15 | THE COMPENSATION COMMITTEE OF THE ORGANIZATION'S BOARD OF DIRECTORS IS RESPONSIBLE FOR SETTING THE OVERALL COMPENSATION PHILOSOPHY OF THE ORGANIZATION, AS WELL AS SETTING, MONITORING, AND REVIEWING THE COMPENSATION PACKAGE OF THE ORGANIZATION'S CEO AND OTHER MEMBERS OF THE EXECUTIVE MANAGEMENT TEAM. THE COMMITTEE USES RELEVANT MARKET INFORMATION, INCLUDING THE USE OF AN INDEPENDENT COMPENSATION CONSULTANT AND COMPENSATION STUDIES OR SURVEYS, TO SET COMPENSATION. DURING 2015, AN INDEPENDENT COMPENSATION CONSULTANT PROVIDED THE FOLLOWING SERVICES: EXECUTIVE COMPENSATION AND PERFORMANCE EVALUATION. COMPENSATION REVIEW AND APPROVAL IS DOCUMENTED VIA BOARD MINUTES. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE ORGANIZATION WILL MAKE ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. |
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