Attach to Form 990 or Form 990-EZ.
Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.
| (i)Name of supported organization | (ii) EIN | (iii) Type of organization (described on lines 1- 9 above (see instructions)) | (iv) Is the organization listed in your governing document? | (v) Amount of monetary support (see instructions) | (vi) Amount of other support (see instructions) | |
|---|---|---|---|---|---|---|
| Yes | No | |||||
| Total | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2011 | (b) 2012 | (c) 2013 | (d) 2014 | (e) 2015 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any unusual grants.) .... | 21,586,182 | 22,018,755 | 24,547,652 | 23,995,368 | 44,201,230 | 136,349,187 |
| 2 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf....... | ||||||
| 3 | The value of services or facilities furnished by a governmental unit to the organization without charge.. | ||||||
| 4 | Total. Add lines 1 through 3 | 21,586,182 | 22,018,755 | 24,547,652 | 23,995,368 | 44,201,230 | 136,349,187 |
| 5 | The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f).. | 12,333,208 | |||||
| 6 | Public support. Subtract line 5 from line 4. | 124,015,979 | |||||
Calendar year
(or fiscal year beginning in) ![]() |
(a) 2011 | (b) 2012 | (c) 2013 | (d) 2014 | (e) 2015 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 7 | Amounts from line 4.. | 21,586,182 | 22,018,755 | 24,547,652 | 23,995,368 | 44,201,230 | 136,349,187 |
| 8 | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources... | 5,175,906 | 6,315,861 | 6,178,920 | 7,061,324 | 6,681,564 | 31,413,575 |
| 9 | Net income from unrelated business activities, whether or not the business is regularly carried on.. | ||||||
| 10 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.).. | ||||||
| 11 | Total support. Add lines 7 through 10. | 167,762,762 | |||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2011 | (b) 2012 | (c) 2013 | (d) 2014 | (e) 2015 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") . | ||||||
| 2 | Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose...... | ||||||
| 3 | Gross receipts from activities that are not an unrelated trade or business under section 513... | ||||||
| 4 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf... | ||||||
| 5 | The value of services or facilities furnished by a governmental unit to the organization without charge.. | ||||||
| 6 | Total. Add lines 1 through 5. | ||||||
| 7a | Amounts included on lines 1, 2, and 3 received from disqualified persons... | ||||||
| b | Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year. | ||||||
| c | Add lines 7a and 7b.. | ||||||
| 8 | Public support. (Subtract line 7c from line 6.) | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2011 | (b) 2012 | (c) 2013 | (d) 2014 | (e) 2015 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 9 | Amounts from line 6... | ||||||
| 10a | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources.. | ||||||
| b | Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975. | ||||||
| c | Add lines 10a and 10b. | ||||||
| 11 | Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on. | ||||||
| 12 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.) .. | ||||||
| 13 | Total support. (Add lines 9, 10c, 11, and 12.).. | ||||||
| Section A - Adjusted Net Income | (A) Prior Year |
(B) Current Year (optional) |
||||
| 1 | Net short-term capital gain | 1 | ||||
| 2 | Recoveries of prior-year distributions | 2 | ||||
| 3 | Other gross income (see instructions) | 3 | ||||
| 4 | Add lines 1 through 3 | 4 | ||||
| 5 | Depreciation and depletion | 5 | ||||
| 6 | Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions) | 6 | ||||
| 7 | Other expenses (see instructions) | 7 | ||||
| 8 | Adjusted Net Income (subtract lines 5, 6 and 7 from line 4) | 8 | ||||
| Section B - Minimum Asset Amount | (A) Prior Year |
(B) Current Year (optional) |
||||
| 1 | Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year): | 1 | ||||
| a | Average monthly value of securities | 1a | ||||
| b | Average monthly cash balances | 1b | ||||
| c | Fair market value of other non-exempt-use assets | 1c | ||||
| d | Total (add lines 1a, 1b, and 1c) | 1d | ||||
| e |
Discount claimed for blockage or other factors (explain in detail in Part VI): |
|||||
| 2 | Acquisition indebtedness applicable to non-exempt use assets | 2 | ||||
| 3 | Subtract line 2 from line 1d | 3 | ||||
| 4 | Cash deemed held for exempt use. Enter 1-1/2% of line 3 (for greater amount, see instructions). | 4 | ||||
| 5 | Net value of non-exempt-use assets (subtract line 4 from line 3) | 5 | ||||
| 6 | Multiply line 5 by .035 | 6 | ||||
| 7 | Recoveries of prior-year distributions | 7 | ||||
| 8 | Minimum Asset Amount (add line 7 to line 6) | 8 | ||||
| Section C - Distributable Amount | Current Year | |||||
| 1 | Adjusted net income for prior year (from Section A, line 8, Column A) | 1 | ||||
| 2 | Enter 85% of line 1 | 2 | ||||
| 3 | Minimum asset amount for prior year (from Section B, line 8, Column A) | 3 | ||||
| 4 | Enter greater of line 2 or line 3 | 4 | ||||
| 5 | Income tax imposed in prior year | 5 | ||||
| 6 | Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions) | 6 | ||||
| Section D - Distributions | Current Year | |
|---|---|---|
| 1 Amounts paid to supported organizations to accomplish exempt purposes | ||
|
2
Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity |
||
| 3 Administrative expenses paid to accomplish exempt purposes of supported organizations | ||
| 4 Amounts paid to acquire exempt-use assets | ||
| 5 Qualified set-aside amounts (prior IRS approval required) | ||
| 6 Other distributions (describe in Part VI). See instructions | ||
| 7Total annual distributions. Add lines 1 through 6. | ||
|
8
Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions |
||
| 9 Distributable amount for 2015 from Section C, line 6 | ||
| 10 Line 8 amount divided by Line 9 amount | ||
| Section E - Distribution Allocations (see instructions) |
(i) Excess Distributions |
(ii) Underdistributions Pre-2015 |
(iii) Distributable Amount for 2015 |
|
|---|---|---|---|---|
|
1
Distributable amount for 2015 from Section C, line 6 |
||||
|
2
Underdistributions, if any, for years prior to 2015 (reasonable cause required--see instructions) |
||||
| 3 Excess distributions carryover, if any, to 2015: | ||||
| a | ||||
| b | ||||
| c | ||||
| d From 2013....... | ||||
| e From 2014....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2015 distributable amount | ||||
|
i
Carryover from 2010 not applied (see instructions) |
||||
| j Remainder. Subtract lines 3g, 3h, and 3i from 3f. | ||||
| 4Distributions for 2015 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2015 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from 4. | ||||
|
5
Remaining underdistributions for years prior to 2015, if any. Subtract lines 3g and 4a from line 2 (if amount greater than zero, see instructions) |
||||
|
6
Remaining underdistributions for 2015. Subtract lines 3h and 4b from line 1 (if amount greater than zero, see instructions) |
||||
|
7 Excess distributions carryover to 2016. Add lines 3j and 4c. |
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| 8 Breakdown of line 7: | ||||
| a | ||||
| b | ||||
| c Excess from 2013....... | ||||
| d From 2014....... | ||||
| e From 2015....... | ||||
| Facts And Circumstances Test |
|---|
| Return Reference | Explanation |
|---|
| Software ID: | |
| Software Version: |
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 1 | SUBJECT TO THE RESERVED POWERS OF THE SOLE MEMBER, THE EXECUTIVE COMMITTEE SHALL BE RESPONSIBLE DURING THE INTERVALS BETWEEN MEETINGS OF THE BOARD OF DIRECTORS FOR MANAGING AND DIRECTING THE AFFAIRS OF THE CORPORATION IN ALL CASES IN WHICH SPECIFIC DIRECTIONS SHALL NOT HAVE BEEN GIVEN BY THE BOARD OF DIRECTORS, AND FOR ALL DUTIES SET FORTH AS FOLLOWS: (A) SUPERVISING AND PROVIDING THE STRATEGIC DIRECTION FOR ACHF'S FUNDRAISING EFFORTS; (B) ESTABLISHING ACHF'S BUDGETS AND MONITORING FINANCIAL PERFORMANCE AGAINST THOSE BUDGETS; (C) MAKING GRANTS, CONTRIBUTIONS, OR OTHER FORMS OF SUPPORT TO OR FOR THE BENEFIT OF THE SOLE MEMBER OR AFFILIATES; (D) NOMINATING THE BOARD OF DIRECTORS; NOMINATING THE OFFICERS OF THE BOARD OF DIRECTORS; (E) FOCUSING ON STATE-WIDE COMPOSITION OF THE BOARD WHEN CONSIDERING NOMINATIONS. |
| FORM 990, PART VI, SECTION A, LINE 2 | AT THE TIME SHE WAS PRESIDENT-ELECT OF THE ARKANSAS CHILDREN'S HOSPITAL AUXILIARY BOARD, JENNIFER SCHUECK SERVED AS A DESIGNATED MEMBER OF THE FOUNDATION BOARD. HER HUSBAND, PATRICK SCHUECK, SERVES ON THE FOUNDATION BOARD AS WELL AS THE ARKANSAS CHILDREN'S HOSPITAL BOARD AND THE ARKANSAS CHILDREN'S, INC. BOARD. |
| FORM 990, PART VI, SECTION A, LINE 4 | THE ARKANSAS CHILDREN'S HOSPITAL FOUNDATION AMENDED AND RESTATED ITS BY-LAWS AND ARTICLES OF INCORPORATION AS OF APRIL 26, 2016. ACHF REMAINS A NON-PROFIT PUBLIC BENEFIT CORPORATION UNDER THE LAWS OF THE STATE OF ARKANSAS. SIGNIFICANT CHANGES AFFECTING GOVERNANCE ARE AS FOLLOWS: *ARKANSAS CHILDREN'S HOSPITAL FOUNDATION IS NOW PART OF A NEWLY FORMED HEALTH SYSTEM UNDER ONE CONTROLLING ENTITY, ARKANSAS CHILDREN'S, INC. *THE SOLE MEMBER OF ACHF IS NOW ARKANSAS CHILDREN'S, INC., CHANGED FROM ARKANSAS CHILDREN'S HOSPITAL, INC. *THE PURPOSE OF ACHF HAS BEEN CHANGED TO THE FOLLOWING: "THE CORPORATION IS ORGANIZED EXCLUSIVELY FOR CHARITABLE, SCIENTIFIC, AND EDUCATIONAL PURPOSES, RELIEF OF THE POOR AND DISTRESSED AND LESSENING THE BURDENS OF GOVERNMENT WITHIN THE MEANING OF SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE...INCLUDING TO IMPROVE AND PROMOTE THE HEALTH AND WELFARE OF THE POPULATION OF THE STATE OF ARKANSAS AND TO SUPPORT AND PROMOTE THE ADVANCEMENT OF SCIENTIFIC AND MEDICAL EDUCATION, TRAINING, RESEARCH, AND KNOWLEDGE FOR THE BENEFIT OF THE GENERAL PUBLIC, BY: (A) SUPPORTING AND FURTHERING THE CHARITABLE HEALTHCARE MISSION OF THE INTEGRATED GROUP OF AFFILIATED HEALTH CARE PROVIDERS AND RELATED ENTITIES OF WHICH THE SOLE MEMBER IS THE DIRECT OR INDIRECT SOLE MEMBER; (B) BENEFITING, PROMOTING, AND FURTHERING THE PURPOSES OF THOSE SECTION 501(C)(3) TAX-EXEMPT ORGANIZATIONS THAT ARE DIRECTLY OR INDIRECTLY CONTROLLED BY THE SOLE MEMBER, INCLUDING BY MAKING GRANTS, GUARANTEEING DEBT, PROVIDING SERVICES AND OTHER FORMS OF SUPPORT, AND/OR OTHER MEANS; (C) SOLICITING, RECEIVING COLLECTING, MANAGING AND INVESTING FUNDS, SECURITIES AND OTHER ASSETS TO BE RECEIVED BY GIFT, GRANT, CONTRIBUTION, DONATION, DEED, PURCHASE, LEGACY, BEQUEST, DEVISE OR OTHERWISE, AND OTHERWISE ACQUIRING MONEY AND PROPERTY (REAL OR PERSONAL) OF EVERY KIND AND DESCRIPTION, WHEREVER SITUATED, WITHIN OR WITHOUT THE STATE OF ARKANSAS, AND UPON ANY TERMS AND CONDITIONS, WITHOUT LIMITATIONS AS TO AMOUNT OF VALUE EXCEPT SUCH LIMITATIONS, IF ANY, AS MAY NOW OR HEREAFTER BE IMPOSED BY LAW, AND USING AN APPLYING THE WHOLE, OR ANY PART, OF THE INCOME THEREFROM AND THE PRINCIPAL THEREOF IN FURTHERANCE OF THE CORPORATION'S PURPOSES ...INCLUDING TO MAKE GRANTS AND OTHER FINANCIAL AND OTHER SUPPORT TO, AND OTHERWISE PROMOTE THE PURPOSES OF, THE SOLE MEMBER AND THE SECTION 501(C)(3) TAX-EXEMPT ENTITIES THAT ARE DIRECTLY OR INDIRECTLY CONTROLLED BY THE SOLE MEMBER, INCLUDING ARKANSAS CHILDREN'S HOSPITAL, ARKANSAS CHILDREN'S NORTHWEST, INC., AND ARKANSAS CHILDREN'S RESEARCH INSTITUTE, SUBJECT TO THE RESTRICTIONS HEREINAFTER SET FORTH AND/OR IMPOSED BY DONORS OF FUNDING ENTITIES, OR OTHERWISE BY APPLICABLE LAW; (D) SUPPORTING SCIENTIFIC AND MEDICAL RESEARCH RELATING TO THE CAUSES AND PREVENTION OF AND DEVELOPING CURES, TREATMENTS AND THERAPIES FOR DISEASES, CONDITIONS, AILMENTS AND INJURIES, PARTICULARLY WITH RESPECT TO THE HEALTH AND WELLBEING OF CHILDREN, AND THE GENERAL ADVANCEMENT OF KNOWLEDGE IN THE MEDICAL SCIENCES; (E) CONDUCTING COMMUNITY EDUCATION PROGRAMS TO PROMOTE HEALTH AND WELLNESS, PREVENT INJURY AND FACILITATE AND SUPPORT THE PROVISION OF MEDICAL CARE TO THE SICK AND INJURED, PARTICULARLY RELATING TO CHILDREN; (F) PROMOTING HEALTH AND WELFARE OF THE POPULATION OF THE STATE OF ARKANSAS, AND CHILDREN IN PARTICULAR..." ..CONTINUED BELOW... |
| FORM 990, PART VI, SECTION A, LINE 6 | THE FOUNDATION'S SOLE MEMBER IS ARKANSAS CHILDREN'S, INC., AN ARKANSAS NONPROFIT PUBLIC BENEFIT CORPORATION (THE "SOLE MEMBER"). |
| FORM 990, PART VI, SECTION A, LINE 7A | ARKANSAS CHILDREN'S, INC., ACF'S SOLE MEMBER, HAS THE RESERVED POWER TO FIX THE SIZE OF THE BOARD OF DIRECTORS, AND THE GOVERNING BOARD OF ANY AFFILIATE CONTROLLED BY THE CORPORATION, AND APPOINT AND REMOVE, WITH OR WITHOUT CAUSE, THE DIRECTORS OF THE CORPORATION, AND MEMBERS OF THE GOVERNING BOARD OF ANY AFFILIATE CONTROLLED BY THE CORPORATION. |
| FORM 990, PART VI, SECTION A, LINE 7B | THE FOUNDATION'S ARTICLES OF INCORPORATION ON MAY BE AMENDED, AND THE BYLAWS MAY BE ALTERED, AMENDED, OR REPEALED AND NEW BYLAWS MAY BE ADOPTED: (I) UPON THE APPROVAL OF BOTH THE BOARD AND THE SOLE MEMBER, IF THE AMENDMENT DOES NOT RELATE TO THE NUMBER OF DIRECTORS, THE COMPOSITION OF THE BOARD, THE TERM OF OFFICE OF DIRECTORS, OR THE METHOD OR WAY IN WHICH DIRECTORS ARE ELECTED OR SELECTED; OR (II) BY THE MEMBER. |
| FORM 990, PART VI, SECTION B, LINE 11 | THE DRAFT FORM 990, WHICH IS RECONCILED TO THE FOUNDATION'S INTERNAL FINANCIAL STATEMENTS AND THE ARKANSAS CHILDREN'S, INC. CONSOLIDATED AUDIT REPORT, IS INITIALLY REVIEWED IN DETAIL WITH THE FOUNDATION'S PRESIDENT AND VICE PRESIDENT. THE DRAFT IS ALSO REVIEWED IN DETAIL WITH BOTH THE SVP/CFO AND VP OF FINANCIAL OPERATIONS OF ARKANSAS CHILDREN'S, INC. IF THE REVIEW BY THE FOUNDATION'S MANAGEMENT RESULTS IN REVISIONS TO THE DRAFT FORM 990, THOSE REVISIONS ARE MADE, AND THE FORM 990 TO BE FILED, LESS DONORS' NAMES AND ADDRESSES ON SCHEDULE B, IS PROVIDED TO THE FOUNDATION BOARD'S EXECUTIVE COMMITTEE PRIOR TO THE RETURN BEING FILED. IN ADDITION, THE FORM 990, LESS DONORS' NAMES AND ADDRESSES ON SCHEDULE B, IS PROVIDED TO BOTH THE CHAIRMAN OF THE BOARD AND THE TREASURER OF ARKANSAS CHILDREN'S, INC. AND IS MADE AVAILABLE TO THE FULL FOUNDATION BOARD PRIOR TO FILING. |
| FORM 990, PART VI, SECTION B, LINE 12C | ARKANSAS CHILDREN'S MAINTAINS A CONFLICT OF INTEREST POLICY WHICH PERTAINS TO ALL RELATED ENTITIES. FOLLOWING ARE THE DETAILS REGARDING MONITORING AND COMPLIANCE: A. CONSISTENT WITH THE ARKANSAS CHILDREN'S CODE OF CONDUCT, ALL EMPLOYEES OR THOSE SERVING ON ARKANSAS CHILDREN'S-RELATED COMMITTEES MUST DISCLOSE ANY EMPLOYMENT, TRANSACTION, OR OTHER ARRANGEMENT THAT MAY CAUSE A CONFLICT OF INTEREST. ALL PERSONS COVERED BY THIS POLICY MUST DISCLOSE POSSIBLE CONFLICTS OF INTEREST CAUSED BY THEIR WORK, OR A FAMILY MEMBER ASSOCIATED WITH ARKANSAS CHILDREN'S. ALL PARTIES MUST FURTHER AGREE TO MANAGE SUCH CONFLICTS IN ACCORDANCE WITH THIS POLICY AND ASSOCIATED PROCEDURES. B. EACH EMPLOYEE AND VOLUNTEER MUST COMPLETE THE CONFLICT OF INTEREST STATEMENT AT THE TIME OF THEIR ANNUAL EVALUATION. C. MEDICAL STAFF MEMBERS WILL COMPLETE AN INITIAL CONFLICT OF INTEREST STATEMENT DURING THE CREDENTIALING PROCESS AND THEN BI-ANNUALLY DURING THE REAPPOINTMENT APPLICATION PROCESS. THE MEDICAL STAFF OFFICE WILL FORWARD ANY STATEMENT THAT INCLUDES A CONFLICT TO THE COMPLIANCE OFFICER FOR REVIEW AND FURTHER ACTION, IF NEEDED. D. IT IS THE RESPONSIBILITY OF EACH INDIVIDUAL TO IMMEDIATELY NOTIFY THEIR SUPERVISOR OF ANY CONFLICT AND REMOVE THEMSELVES FROM ANY DISCUSSION, EVALUATION, DELIBERATION THAT INVOLVES THEIR CONFLICT OF INTEREST. E. THE COMPLIANCE OFFICER WILL REVIEW COMPLETED STATEMENTS AND IF NEEDED TAKE FURTHER ACTION, IN CONSULTATION WITH APPROPRIATE MANAGEMENT. F. UPON REQUEST, PATIENTS OR THEIR LEGAL REPRESENTATIVES WILL BE GIVEN INFORMATION REGARDING PHYSICIAN CONFLICTS OF INTEREST RELATED TO THE PATIENT'S CARE. THIS INFORMATION CAN BE REQUESTED FROM THE CORPORATE COMPLIANCE OFFICE. REGARDING BOARD CONFLICTS, THE ARKANSAS CHILDREN'S BOARD HAS ADOPTED, AND REQUIRES THE DIRECTORS, NON-DIRECTOR COMMITTEE MEMBERS, OFFICERS AND KEY EMPLOYEES OF EACH CORPORATION TO ADHERE TO, A CONFLICT OF INTEREST POLICY THAT IS SUBSTANTIALLY CONSISTENT WITH THE PRINCIPLES AND STANDARDS ESTABLISHED FOR ADDRESSING CONFLICTS OF INTEREST BY APPLICABLE LAW, REGULATION OR ADMINISTRATIVE GUIDANCE AND WITH PREVAILING BEST PRACTICES FOR SECTION 501(C)(3) TAX-EXEMPT ORGANIZATIONS. THE BOARD OF DIRECTORS CONFLICT OF INTEREST POLICY IS ISSUED TO AND REVIEWED WITH ALL NEW BOARD MEMBERS DURING THEIR BOARD ORIENTATION. IN ADDITION, EXTERNAL COUNSEL WILL PERIODICALLY REVIEW THE POLICY WITH THE FULL BOARD DURING A REGULAR BOARD MEETING. A DIRECTOR SHALL DISCLOSE IN WRITING TO THE BOARD OF DIRECTORS ANY ACTUAL OR POTENTIAL CONFLICT OF INTEREST WHEN THE SITUATION DEVELOPS, INCLUDING THE FACTS THAT MAKE IT AN ACTUAL OR POTENTIAL CONFLICT. EACH DIRECTOR SHALL SIGN AN INITIAL CONFLICT OF INTEREST DISCLOSURE STATEMENT UPON ELECTION TO THE BOARD OF DIRECTORS. EACH DIRECTOR ALSO SHALL SIGN AN ANNUAL CONFLICT OF INTEREST DISCLOSURE STATEMENT. IF AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST DEVELOPS AFTER THE DIRECTOR'S INITIAL AND ANNUAL STATEMENTS ARE SIGNED, THE DIRECTOR SHALL IMMEDIATELY SIGN A NEW DISCLOSURE STATEMENT TO ADDRESS THE NEW SITUATION OR TRANSACTION. CONFLICT OF INTEREST DISCLOSURE STATEMENTS OR DECLARED CONFLICTS WILL BE REVIEWED BY THE DIRECTOR BOARD OFFICERS. REVIEW WILL RESULT IN ONE OF THE FOLLOWING ACTIONS BY MAJORITY VOTE: (1) DETERMINED NOT TO BE A CONFLICT; (2) CONFLICT IS ACCEPTED; OR (3) CONFLICT IS NOT ACCEPTED AND THE DIRECTOR WILL NEED TO ABSTAIN FROM PARTICIPATION IN CERTAIN VOTES. CONFLICT DISCLOSURES, FACTS AND ACTIONS WILL BE DOCUMENTED IN THE APPROPRIATE COMMITTEE OR BOARD MINUTES. A DIRECTOR WITH A CONFLICT OF INTEREST WILL NOT PARTICIPATE IN DELIBERATIONS OR VOTE BY THE BOARD OF DIRECTORS, OR COMMITTEE THEREOF, ON THE MATTER GIVING RISE TO THE CONFLICT. HE OR SHE MAY PRESENT RELEVANT INFORMATION ABOUT THE MATTER AND ALSO MAY RESPOND TO REQUESTS FOR FACTS NEEDED BY THE BOARD TO REACH AN INFORMED DECISION. AFTER ANY DISCUSSION, THE INTERESTED DIRECTOR SHALL EITHER ABSTAIN FROM VOTE OR RECUSE COMPLETELY AND BE ABSENT DURING FURTHER DELIBERATIONS AND ACTION ON THE MATTER, AS DETERMINED BY THE DIRECTOR BOARD OFFICERS OF THE ENTITY. |
| FORM 990, PART VI, SECTION B, LINE 15 | COMPENSATION FOR THE FOUNDATION'S PRESIDENT AND SENIOR VICE PRESIDENT IS REVIEWED IS REVIEWED BY THE ARKANSAS CHILDREN'S HUMAN RESOURCES AND COMPENSATION COMMITTEE WHICH IS ESTABLISHED THROUGH THE BYLAWS OF ARKANSAS CHILDREN'S, INC. THE HUMAN RESOURCES AND COMPENSATION COMMITTEE HAS THE FULL AUTHORITY AND SPECIFIC RESPONSIBILITY FOR REVIEWING AND APPROVING COMPENSATION POLICIES, BASE SALARY AND INCENTIVE COMPENSATION LEVELS, EXECUTIVE RETIREMENT AND OTHER EXECUTIVE BENEFIT PLANS FOR HEALTH SYSTEM SENIOR MANAGEMENT, INCLUDING OFFICERS OF THE CORPORATION AND AFFILIATES WHO ARE "DISQUALIFIED PERSONS" UNDER SECTION 4958 OF THE CODE. THE POLICIES AND PROGRAMS REVIEWED AND APPROVED BY THE HUMAN RESOURCES AND COMPENSATION COMMITTEE SHALL BE DESIGNED TO ENSURE THAT THE CORPORATION AND ITS AFFILIATES REMAIN COMPETITIVE AND REASONABLE RELATIVE TO THE COMPENSATION AND BENEFITS PRACTICES OF SIMILARLY SITUATED HEALTH SYSTEMS LOCALLY AND NATIONALLY, AND TO PERMIT THE CORPORATION AND SUCH AFFILIATES TO ATTRACT AND RETAIN SUPERIOR SENIOR MANAGEMENT, IN FURTHERANCE OF THE CORPORATION'S AND AFFILIATES PURPOSES. THE HUMAN RESOURCES AND COMPENSATION COMMITTEE SHALL HAVE, TO THE FULLEST EXTENT OF THE LAW, THE AUTHORITY TO APPROVE THE COMPENSATION PACKAGES FOR SENIOR MANAGEMENT OF THE CORPORATION AND THE AFFILIATES. |
| FORM 990, PART VI, SECTION C, LINE 18 | THE FOUNDATION'S 990 AND 990-T ARE AVAILABLE TO THE PUBLIC UPON REQUEST. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE FOUNDATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST AS REQUIRED. |
| FORM 990, PART VI, LINE 4 - CONTINUED | ADDITIONAL CHANGES REGARDING GOVERNANCE ARE AS FOLLOWS: *IN THE EVENT OF DISSOLUTION, THE BOARD OF DIRECTORS SHALL, AFTER PAYING OR MAKING PROVISION FOR PAYMENT OF ALL LIABILITIES OF THE CORPORATION, DISTRIBUTE ITS ASSETS TO ONE OR MORE ENTITIES THAT ARE DIRECTLY OR INDIRECTLY CONTROLLED BY THE SOLE MEMBER AND/OR SUCCESSORS OF THE CORPORATION, IN SUCH PROPORTIONS AS THE BOARD SHALL DETERMINE, PROVIDED THAT EACH SUCH ORGANIZATION QUALIFIES AS EXEMPT FROM FEDERAL INCOME TAX. *AS SOLE MEMBER OF ACHF, ARKANSAS CHILDREN'S, INC. HAS EXCLUSIVE AUTHORITY UNDER ARKANSAS LAW AND ACHF'S GOVERNING DOCUMENTS TO CERTAIN RESERVED POWERS, WHICH INCLUDE THE FOLLOWING: (A) TO APPROVE AND MODIFY THE PURPOSES AND MISSION OF ACHF AND/OR AFFILIATES; (B) TO FIX THE SIZE OF THE BOARD OF DIRECTORS AND APPOINT AND/OR REMOVE ITS MEMBERS; (C) TO ESTABLISH FINANCIAL AND STRATEGIC PLANS OF ACHF AND/OR AFFILIATES; (D) TO APPROVE ALL BUDGETS OF ACHF AND/OR AFFILIATES; (E) TO CONTROL INVESTMENT OF ASSETS HELD BY OR ON BEHALF OF ACHF AND/OR AFFILIATES; (F) TO APPROVE ANY UNBUDGETED CAPITAL EXPENDITURES MADE BY ACHF AND/OR AFFILIATES IN ACCORDANCE WITH POLICY; (G) TO APPROVE ANY REAL OR PERSONAL PROPERTY TRANSACTION MADE BY ACHF AND/OR AFFILIATES IN ACCORDANCE WITH POLICY; (H) TO APPROVE INCURRENCE OF DEBT OR GUARANTEES MADE BY ACHF AND/OR AFFILIATES; (I) TO APPROVE THE INITIATION OR SETTLEMENT OF ANY MATERIAL LEGAL PROCEEDING OF ACHF AND/OR AFFILIATES; (J) TO APPROVE ANY MATERIAL SETTLEMENT OF ANY GOVERNMENTAL, AUDIT OR OTHER PROCEEDING INVOLVING ACHF AND/OR AFFILIATES; (K) TO APPROVE ANY UNBUDGETED CONTRACT PROCEEDING THAT OCCURS OUTSIDE THE ORDINARY COURSE OF BUSINESS OF ACHF AND/OR AFFILIATES IN ACCORDANCE WITH POLICY; (L) TO APPROVE ANY EFFORTS TO RE-BRAND OR ALTER THE PUBLIC FACING IMAGE OF ACHF AND/OR AFFILIATES; (M) TO APPROVE THE SALE, LEASE, EXCHANGE, OR OTHER DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE PROPERTY OF ACHF AND/OR AFFILIATES OTHER THAN IN THE REGULAR COURSE OF BUSINESS; (N) TO RATIFY ELECTION AND REMOVAL OF OFFICERS OF THE BOARD; (O) TO RETAIN, OVERSEE, AND TERMINATE INDEPENDENT EXTERNAL AUDITORS OF ACHF AND/OR AFFILIATES; (P) TO AUTHORIZE AMENDMENT AND RESTATEMENT AND/OR REPEAL OF GOVERNANCE DOCUMENTS OF ACHF AND/OR AFFILIATES; (Q) TO AUTHORIZE AND CAUSE ACHF AND/OR AFFILIATES TO FORM A NEW SUBSIDIARY OR OTHERWISE BECOME A MEMBER, SHAREHOLDER, OR OTHER EQUITY OWNER OF ANY OTHER LEGAL ENTITY; (R) TO AUTHORIZE MERGER, ACQUISITION, CONSOLIDATION, OR JOINT VENTURE OF ACHF AND/OR AFFILIATES; (S) TO AUTHORIZE CONVERSION, REORGANIZATION, OR DISSOLUTION AND SUBSEQUENT DISPOSITION OF ASSETS OF ACHF AND/OR AFFILIATES; (T) TO APPROVE ANY OTHER ACTION BY ACHF AND/OR AFFILIATES ESTABLISHED FROM TIME TO TIME BY RESOLUTION OF THE SOLE MEMBER AS REQUIRING ITS APPROVAL, INCLUDING BUT NOT LIMITED TO ANY APPROVALS RELATED TO COMPLIANCE WITH ANY CREDIT AGREEMENT, MASTER INDENTURE OR LOAN AGREEMENT ASSOCIATED WITH ACHF AND/OR AFFILIATES. *REGARDING THE BOARD OF DIRECTORS, SPECIFIC MODIFICATIONS TO THE GOVERNING DOCUMENTS ARE AS FOLLOWS: (A) ACHF'S BOARD OF DIRECTORS SHALL CONSIST OF NOT LESS THAN 30 NOR MORE THAN 50 DIRECTORS, WITH THE SPECIFIC NUMBER WITHIN THAT RANGE TO BE DETERMINED BY THE SOLE MEMBER FROM TIME TO TIME. (B) ACHF'S PRESIDENT AND THE SOLE MEMBER'S PRESIDENT AND CEO WILL SERVE AS EX OFFICIO VOTING MEMBERS OF THE BOARD FOR AS LONG AS THEY SERVE IN THEIR RESPECTIVE ROLES. (C) THE MEMBER SHALL APPOINT SUCH OTHER INDIVIDUALS AS THE REMAINING DIRECTORS ON THE BASIS OF A DEMONSTRATED INTEREST IN THE PURPOSES OF THE CORPORATION AND THE ABILITY AND COMMITMENT TO ACTIVELY AND EFFECTIVELY PARTICIPATE IN THE BOARD'S ROLE IN FULFILLING THOSE PURPOSES. (D) THE BOARD SHALL AT ALL TIMES INCLUDE AT LEAST THREE (3) INDIVIDUALS WHO DO NOT ALSO SERVE ON THE BOARD OF DIRECTORS OF ANY AFFILIATE. (E) DIRECTORS (OTHER THAN EX OFFICIO DIRECTORS) WILL BE APPOINTED AT THE SOLE MEMBER'S ANNUAL MEETING. EACH DIRECTOR WILL HOLD OFFICE FOR A TERM OF THREE (3) YEARS. THE TERMS OF APPOINTED DIRECTORS WILL BE STAGGERED SUCH THAT THE TERMS OF ONE-THIRD (1/3) OF THE DIRECTORS EXPIRE EACH YEAR. DIRECTORS TO REPLACE THOSE WHOSE TERMS ARE EXPIRING WILL BE APPOINTED AT THE SOLE MEMBER'S ANNUAL MEETING. IN ORDER TO ESTABLISH THESE STAGGERED TERMS, THE INITIAL TERMS OF 1/3 OF THE INITIAL DIRECTORS SHALL BE ONE (1) YEAR, THE INITIAL TERMS OF 1/3 OF THE INITIAL DIRECTORS SHALL BE TWO (2) YEARS, AND THE INITIAL TERMS OF 1/3 OF THE INITIAL DIRECTORS SHALL BE THREE (3) YEARS. DIRECTORS MAY SERVE ONE OR MORE SUBSEQUENT TERMS BY REAPPOINTMENT. (F) A MAJORITY OF THE NUMBER OF DIRECTORS IN OFFICE IMMEDIATELY BEFORE A MEETING BEGINS SHALL CONSTITUTE A QUORUM FOR THE TRANSACTION OF BUSINESS AT ANY MEETING OF THE BOARD OF DIRECTORS. IF LESS THAN SUCH MAJORITY IS PRESENT AT ANY TIME DURING A MEETING, A MAJORITY OF THE DIRECTORS PRESENT MAY ADJOURN THE MEETING FROM TIME TO TIME WITHOUT FURTHER NOTICE. *REGARDING OFFICERS OF THE BOARD, SPECIFIC MODIFICATIONS TO THE GOVERNING DOCUMENTS ARE AS FOLLOWS: (A) THE OFFICERS OF ACHF'S BOARD OF DIRECTORS SHALL INCLUDE A CHAIR, VICE CHAIR, SECRETARY, AND TREASURER. (B) THE OFFICERS OF THE BOARD SHALL BE APPOINTED BY THE BOARD, SUBJECT TO RATIFICATION BY THE SOLE MEMBER. WITH THE EXCEPTION OF THE SECRETARY, THE OFFICERS OF THE BOARD SHALL BE APPOINTED FROM AMONG ACHF'S EXISTING DIRECTORS. (C) DUTIES OF THE CHAIR INCLUDE PRESIDING AT ALL MEETINGS OF THE BOARD OF DIRECTORS AND PERFORMING OTHER DUTIES COMMONLY ASSOCIATED BY SUCH OFFICE AND AS DESIGNATED BY THE BOARD FROM TIME TO TIME. THE CHAIR WILL BE AN EX OFFICIO VOTING MEMBER OF ALL COMMITTEES. (D) DUTIES OF THE VICE CHAIR INCLUDE ACTING AS CHAIR IN THE ABSENCE OF THE CHAIR AND PERFORMING SUCH OTHER DUTIES AS DESIGNATED BY THE CHAIR FROM TIME TO TIME. (E) DUTIES OF THE SECRETARY INCLUDE KEEPING RECORDS OF ALL MEETINGS AND PROCEEDINGS OF THE BOARD OF DIRECTORS, ACTING AS CUSTODIAN OF ALL RECORDS AND REPORTS OF THE BOARD, AUTHENTICATING THE RECORDS OF ACHF, AND PERFORMING OTHER DUTIES INCIDENT TO THE OFFICE OF SECRETARY AND AS DESIGNATED BY THE BOARD FROM TIME TO TIME. (F) DUTIES OF THE TREASURER INCLUDE ASSISTING WITH SUBMITTING THE OPERATING BUDGET AND CAPITAL BUDGET TO THE SOLE MEMBER FOLLOWING APPROVAL BY THE BOARD, MONITORING OPERATING PERFORMANCE TO THE OPERATING BUDGET ON A QUARTERLY BASIS, AND PERFORMING OTHER DUTIES AS PRESCRIBED BY THE BOARD FROM TIME TO TIME. *REGARDING OFFICERS OF THE CORPORATION, SPECIFIC MODIFICATIONS TO THE GOVERNING DOCUMENTS ARE AS FOLLOWS: (A) THE OFFICERS OF THE CORPORATION SHALL INCLUDE A PRESIDENT AND SUCH OTHER OFFICERS HAVING SUCH DUTIES AND AUTHORITY AS MAY BE DETERMINED FROM TIME TO TIME BY THE PRESIDENT OR BY THE BOARD, CONSISTENT WITH ACHF'S GOVERNING DOCUMENTS, THE RESERVED POWERS OF THE SOLE MEMBER, AND ARKANSAS LAW. (B) THE PRESIDENT SHALL BE THE CHIEF EXECUTIVE OFFICER OF ACHF AND SHALL BE RESPONSIBLE FOR THE OPERATIONS AND MAINTENANCE OF THE CORPORATION. THE PRESIDENT SHALL BE RESPONSIBLE FOR THE ADMINISTRATION OF ACHF DEPARTMENTS, SUBJECT ONLY TO THE POLICIES ADOPTED AND DECISIONS MADE BY THE BOARD OF DIRECTORS. THE PRESIDENT SHALL BE THE DIRECT EXECUTIVE REPRESENTATIVE OF THE BOARD OF DIRECTORS AND THE SOLE MEMBER IN THE MANAGEMENT AND OPERATIONS OF THE CORPORATION. THE PRESIDENT SHALL BE APPOINTED BY THE PRESIDENT/CEO OF THE SOLE MEMBER. |
| FORM 990, PART VI, LINE 4 - CONTINUED | *REGARDING COMMITTEES OF THE BOARD, SPECIFIC MODIFICATIONS TO THE GOVERNING DOCUMENTS ARE AS FOLLOWS: (A) THE BOARD OF DIRECTORS MAY FROM TIME TO TIME DESIGNATE ONE (1) OR MORE COMMITTEES OF THE BOARD WITH SUCH DUTIES AND RESPONSIBILITIES AS IT DEEMS NECESSARY, ADVISABLE, OR CONVENIENT. A COMMITTEE OF THE BOARD MAY BE ESTABLISHED EITHER AS A STANDING COMMITTEE OR AS AN AD HOC COMMITTEE FOR A SPECIAL PURPOSE. EACH COMMITTEE OF THE BOARD SHALL BE ESTABLISHED BY THE BOARD OF DIRECTORS, BY AT LEAST MAJORITY VOTE, AND SHALL CONSIST OF AT LEAST THREE (3) DIRECTORS. ALL COMMITTEES SHALL REPORT TO THE BOARD OF DIRECTORS, AND SHALL SERVE AT THE PLEASURE OF THE BOARD. THE CHAIR SHALL SERVE AS AN EX OFFICIO MEMBER OF ALL COMMITTEES OF WHICH THE CHAIR IS NOT OTHERWISE A REGULAR MEMBER, TO THE EXTENT PERMITTED BY APPLICABLE LAW. THE BOARD SHALL HAVE THE POWER AT ANY TIME TO CHANGE THE MEMBERSHIP OF ANY COMMITTEE, TO FILL VACANCIES ON ANY COMMITTEE AND TO DISCHARGE ANY COMMITTEE. THE BOARD MAY DESIGNATE ONE OR MORE DIRECTORS AS ALTERNATE MEMBERS OF ANY COMMITTEE, WHO MAY REPLACE ANY ABSENT OR DISQUALIFIED MEMBER AT ANY MEETING OF SUCH COMMITTEE. (B) NON-DIRECTOR MEMBERS SHALL BE AUTHORIZED TO PARTICIPATE AS VOTING MEMBERS OF A COMMITTEE ONLY ON MATTERS WHICH WILL BE REFERRED OR RECOMMENDED TO THE BOARD OF DIRECTORS FOR ITS FINAL ACTION. NON-DIRECTOR MEMBERS SHALL BE REQUIRED TO COMPLETE A CONFLICT OF INTEREST DISCLOSURE STATEMENT ANNUALLY, AND TO COMPLY WITH THE CORPORATION'S CONFLICT OF INTEREST POLICY. SUCH NON-DIRECTOR REPRESENTATIVES SHALL SERVE EITHER FOR A ONE (1) YEAR TERM (WHICH MAY BE RENEWED) OR AT THE PLEASURE OF THE BOARD OF DIRECTORS, AS DETERMINED BY THE BOARD OF DIRECTORS FROM TIME TO TIME. NON-DIRECTOR MEMBERS OF A COMMITTEE MAY INCLUDE MEMBERS OF THE MANAGEMENT TEAM OF THE CORPORATION OR THE MEMBER. (C) THE STANDING COMMITTEE OF THE BOARD SHALL BE THE EXECUTIVE COMMITTEE. (D) SPECIAL COMMITTEES MAY BE APPOINTED BY THE BOARD, OR BY THE CHAIR WITH THE CONCURRENCE OF THE BOARD OF DIRECTORS, FOR SUCH SPECIAL TASKS AS CIRCUMSTANCES WARRANT. A SPECIAL COMMITTEE SHALL LIMIT ITS ACTIVITIES TO THE ACCOMPLISHMENT OF THE TASK FOR WHICH IT IS APPOINTED AND SHALL HAVE NO POWER TO ACT EXCEPT AS SPECIFICALLY CONFERRED BY ACTION OF THE BOARD OF DIRECTORS. UPON COMPLETION OF THE TASK FOR WHICH IT WAS APPOINTED, SUCH SPECIAL COMMITTEE SHALL BE DISCHARGED. (E) THE BOARD OF DIRECTORS MAY DELEGATE SUCH OF ITS POWERS AS IT DEEMS NECESSARY OR ADVISABLE TO COMMITTEES OF THE BOARD; PROVIDED, HOWEVER, THAT NO COMMITTEE OF THE BOARD SHALL HAVE THE AUTHORITY TO: (I) AUTHORIZE DISTRIBUTIONS; (II) ELECT, APPOINT OR REMOVE DIRECTORS OR FILL VACANCIES ON THE BOARD OR ANY OF ITS COMMITTEES; (III) ADOPT, AMEND OR REPEAL THE ARTICLES OF INCORPORATION OR BYLAWS; OR (IV) APPOINT OR ELECT THE PRESIDENT OF THE CORPORATION. ANY COMMITTEE MAY EXERCISE SUCH OF THE BOARD'S AUTHORITY AS IS GRANTED BY THE BOARD OF DIRECTORS, SUBJECT TO THE RESTRICTIONS CONTAINED IN THE CORPORATION'S ARTICLES OF INCORPORATION OR THE BYLAWS. (F) THE EXECUTIVE COMMITTEE IS A STANDING COMMITTEE OF THE BOARD AND SHALL CONSIST OF AT LEAST SEVEN (7) AND NO MORE THAN NINE (9) DIRECTORS, INCLUDING THE CHAIR, VICE CHAIR, AND TREASURER OF THE BOARD, PRESIDENT OF ACHF, PRESIDENT/CEO OF THE SOLE MEMBER, AND AT LEAST TWO (2) AND NO MORE THAN FOUR (4) AT LARGE DIRECTORS APPOINTED BY THE CHAIR AND SUBJECT TO APPROVAL BY THE BOARD. (G) SUBJECT TO THE RESERVED POWERS OF THE SOLE MEMBER, THE EXECUTIVE COMMITTEE SHALL BE RESPONSIBLE DURING THE INTERVALS BETWEEN MEETINGS OF THE BOARD OF DIRECTORS FOR MANAGING AND DIRECTING THE AFFAIRS OF THE CORPORATION IN ALL CASES IN WHICH SPECIFIC DIRECTIONS SHALL NOT HAVE BEEN GIVEN BY THE BOARD OF DIRECTORS, AND FOR ALL DUTIES SET FORTH AS FOLLOWS: SUPERVISING AND PROVIDING THE STRATEGIC DIRECTION FOR ACHF'S FUNDRAISING EFFORTS; ESTABLISHING ACHF'S BUDGETS AND MONITORING FINANCIAL PERFORMANCE AGAINST THOSE BUDGETS; MAKING GRANTS, CONTRIBUTIONS, OR OTHER FORMS OF SUPPORT TO OR FOR THE BENEFIT OF THE SOLE MEMBER OR AFFILIATES; NOMINATING THE BOARD OF DIRECTORS; NOMINATING THE OFFICERS OF THE BOARD OF DIRECTORS; FOCUSING ON STATE-WIDE COMPOSITION OF THE BOARD WHEN CONSIDERING NOMINATIONS. (H) THE EXECUTIVE COMMITTEE WILL MEET FOUR (4) TIMES PER YEAR. *REGARDING GENERAL PROVISIONS, SPECIFIC MODIFICATIONS TO THE GOVERNING DOCUMENTS ARE AS FOLLOWS: (A) BOOKS & RECORDS - THE FOLLOWING ITEMS SHALL BE KEPT AT THE ACHF OFFICE: CORRECT AND COMPLETE BOOKS OF ACCOUNT; MINUTES AND RECORDS OF THE PROCEEDINGS OF THE SOLE MEMBER ACTING IN ITS CAPACITY OF MEMBER OF THE CORPORATION AND OF THE BOARD AND COMMITTEES THEREOF, INCLUDING ANY ACTIONS TAKEN BY UNANIMOUS WRITTEN CONSENT; A CURRENT LIST OF ACHF'S DIRECTORS AND OFFICERS; A COPY OF ACHF'S APPLICATION FOR RECOGNITION OF ITS 501(C)(3) TAX-EXEMPT STATUS; AND COPIES OF ACHF'S FILED ANNUAL IRS FORMS 990. (B) ANNUAL AUDITS - AT LEAST ONCE EACH YEAR, THE SOLE MEMBER SHALL ENGAGE AN INDEPENDENT ACCOUNTING FIRM TO CONDUCT AN AUDIT OF THE BOOKS AND ACCOUNTS OF ACHF AND ITS AFFILIATES AND WILL PROVIDE A COPY OF THE AUDIT REPORT TO THE BOARD OF DIRECTORS. (C) REVIEW OF BYLAWS - AT LEAST ONCE EVERY TWO (2) YEARS, OR PROMPTLY UPON A CHANGE IN APPLICABLE LAW, THE BOARD OF DIRECTORS SHALL REVIEW, OR DELEGATE THE REVIEW OF THE BYLAWS AND SHALL RECOMMEND TO THE SOLE MEMBER ANY SUCH AMENDMENTS AS ARE NECESSARY OR ADVISABLE. (D) CONFLICT OF INTEREST POLICY - THE BOARD SHALL ADOPT, AND SHALL CAUSE THE DIRECTORS, NON-DIRECTOR COMMITTEE MEMBERS, OFFICERS, AND KEY EMPLOYEES OF THE CORPORATION TO ADHERE TO, A CONFLICT OF INTEREST POLICY THAT IS SUBSTANTIALLY CONSISTENT WITH THE PRINCIPLES AND STANDARDS ESTABLISHED FOR ADDRESSING CONFLICTS OF INTEREST BY APPLICABLE LAW, REGULATION, OR ADMINISTRATIVE GUIDANCE AND WITH PREVAILING BEST PRACTICES FOR 501(C)(3) TAX-EXEMPT ORGANIZATIONS. A COPY OF SUCH CONFLICT OF INTEREST POLICY SHALL BE PROVIDED TO EACH NEWLY APPOINTED DIRECTOR AND TO ALL DIRECTORS ON AN ANNUAL BASIS, TOGETHER WITH AN ANNUAL CONFLICT OF INTEREST DISCLOSURE STATEMENT. *REGARDING MAINTAINING A UNIFIED HEALTH SYSTEM, THE BYLAWS STATE THE FOLLOWING: "IN ORDER TO ESTABLISH THE RELATIONSHIPS AMONG THE CONSTITUENT ENTITIES OF THE HEALTH SYSTEM WHICH ARE NECESSARY TO MAINTAIN AN INTEGRATED, UNIFIED SYSTEM, THE CORPORATION SHALL REQUIRE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THAT THE GOVERNING DOCUMENTS OF ANY ENTITY OF WHICH THE CORPORATION IS THE SOLE CORPORATE MEMBER OR OTHER SOLE CONTROLLING ORGANIZATION CONTAIN THE FOLLOWING: (A) PROVISIONS WHICH RESERVE TO THE CORPORATION THE POWERS OVER SUCH ENTITY AS MAY BE REQUIRED BY THE BYLAWS, APPLICABLE HEALTH SYSTEM POLICIES OR AS OTHERWISE DETERMINED BY THE MEMBER FROM TIME TO TIME; (B) PROVISIONS WHICH RESERVE TO SUCH ENTITY SUCH POWERS OVER ORGANIZATIONS IT CONTROLS AS MAY BE REQUIRED BY THE BYLAWS, APPLICABLE HEALTH SYSTEM POLICIES OR AS OTHERWISE DETERMINED BY THE MEMBER FROM TIME TO TIME; AND (C) PROVISIONS WHICH REQUIRE SUCH ENTITY TO REQUIRE THAT THE GOVERNING DOCUMENTS OF ORGANIZATIONS THAT IT IN TURN CONTROLS CONTAIN PROVISIONS WHICH RESERVE TO THE CORPORATION THE POWERS SET FORTH IN THE BYLAWS, THE GOVERNING DOCUMENTS OF SUCH ENTITY, THE BYLAWS, APPLICABLE HEALTH SYSTEM POLICIES OR AS OTHERWISE DETERMINED BY THE MEMBER FROM TIME TO TIME." |
| FORM 990, PART XI, LINE 9: | TRANSFER OF NET ASSETS TO ANNUITY RESERVE -2,398. |
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