| Return Reference | Explanation |
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| FORM 990, PART VI, SECTION A, LINE 4 | AS OF APRIL 17, 2025 VIRGINIA HOSPITAL AND HEALTHCARE ASSOCIATION'S MEMBERS UNANIMOUSLY ADOPTED REVISED ORGANIZATION ARTICLES OF INCORPORATION AND BYLAWS. THE SIGNIFICANT CHANGES INCLUDED THE FOLLOWING: 1) THE CORPORATION SHALL NOW HAVE ONE CLASS OF MEMBERS WHO ARE HOSPITALS OR HEALTH SYSTEMS, AND THE REMOVAL OF THE FOLLOWING TYPES OF INSTITUTIONAL MEMBERS: (A) TYPE I SHALL INCLUDE HOSPITALS (GENERAL, NON-GOVERNMENTAL PSYCHIATRIC AND SPECIAL FACILITIES) WHICH PROVIDE INPATIENT CARE AND HEALTH DELIVERY SYSTEMS. THE BOARD OF DIRECTORS SHALL DETERMINE WHETHER PARTICULAR FACILITIES OR ORGANIZATIONS QUALIFY FOR MEMBERSHIP AS PROVIDED FOR IN THE BYLAWS OF THE CORPORATION. (B) TYPE II SHALL INCLUDE ALL OTHER HEALTH CARE ORGANIZATIONS INELIGIBLE FOR TYPE I MEMBERSHIP, INCLUDING WITHOUT LIMITATION FEDERAL AND STATE LONG-TERM CARE FACILITIES, DISPENSARIES, CLINICS AND SIMILAR ORGANIZATIONS FOR THE DIAGNOSIS AND TREATMENT OF THE SICK AND INJURED. (C) TYPE III SHALL INCLUDE ORGANIZATIONS INTERESTED IN THE PURPOSES OF THE CORPORATION BUT WHICH ARE NOT ELIGIBLE FOR INSTITUTIONAL MEMBERSHIP TYPES I OR II. 2) THE DIRECTORS SHALL BE APPOINTED BY THE MEMBERS OF THE CORPORATION IN THE MANNER SPECIFIED IN THE BYLAWS. 3) THERE SHALL BE SUCH NUMBER OF DIRECTORS OF THE CORPORATION AS PROVIDED FOR IN THE BYLAWS, BUT NOT LESS THAN THREE (3). THE DIRECTORS SHALL BE APPOINTED BY THE MEMBERS OF THE CORPORATION IN THE MANNER SPECIFIED IN THE BYLAWS. 4) THE CORPORATION SHALL BE GOVERNED AND OPERATED BY AND UNDER THE AUTHORITY OF THE BOARD OF DIRECTORS. THE NUMBER OF DIRECTORS SHALL BE NO LESS THAN THE NUMBER OF MEMBERS OF THE CORPORATION, EXCEPT AS OTHERWISE SET FORTH HEREIN. THERE SHALL BE ONE DIRECTOR APPOINTED BY EACH MEMBER OF THE CORPORATION, SUBJECT TO APPROVAL BY THE BOARD OF DIRECTORS. NO MEMBER SHALL HAVE MORE THAN ONE REPRESENTATIVE ON THE BOARD OF DIRECTORS. THE DIRECTOR APPOINTED BY THE MEMBER SHALL BE THE PRESIDENT, CHIEF EXECUTIVE OFFICER, OR CHIEF OPERATING OFFICER OF THE MEMBER OR ITS HOSPITAL SUBSIDIARY HAVING THE AUTHORITY TO ACT ON THE MEMBER'S BEHALF WITH RESPECT TO ALL MATTERS CONSIDERED OR ACTIONS TAKEN BY THE BOARD OF DIRECTORS AND SHALL BE SUBJECT TO APPROVAL BY THE BOARD OF DIRECTORS. ANY EXCEPTION TO THIS REQUIREMENT IS SUBJECT TO APPROVAL BY THE BOARD OF DIRECTORS. THE PRESIDENT AND CEO SHALL BE AN EX-OFFICIO DIRECTOR WITH ALL PRIVILEGES AND RESPONSIBILITIES OF OTHER DIRECTORS, INCLUDING VOTING RIGHTS; PROVIDED, HOWEVER, THE PRESIDENT AND CEO SHALL NOT BE PERMITTED TO VOTE ON MATTERS PERTAINING TO HIS OR HER EMPLOYMENT STATUS OR COMPENSATION. |
| FORM 990, PART VI, SECTION A, LINE 4 | 5) VACANCIES SHALL BE FILLED BY APPOINTMENT MADE BY THE MEMBER TO WHICH THE VACANCY RELATES, SUBJECT TO APPROVAL BY THE BOARD OF DIRECTORS. |
| FORM 990, PART VI, SECTION A, LINE 6 | THE CORPORATION SHALL HAVE ONE CLASS OF MEMBERS WITH SUCH DESIGNATIONS, QUALIFICATIONS, AND RIGHTS AS SET FORTH IN THE BYLAWS OF THE CORPORATION. MEMBERS ARE HOSPITALS OR HEALTH SYSTEMS WHICH GOVERN, OWN OR CONTROL AT LEAST ONE VIRGINIA HOSPITAL AND MEET SUCH DESIGNATIONS AND QUALIFICATIONS REQUIRED TO BE ELIGIBLE FOR MEMBERSHIP AS THE BOARD OF DIRECTORS OF THE CORPORATION MAY PRESCRIBE. EACH SHALL HAVE VOTING RIGHTS AS PROVIDED FOR IN THE BYLAWS. |
| FORM 990, PART VI, SECTION A, LINE 7A | THE DIRECTORS SHALL BE APPOINTED BY THE MEMBERS OF THE CORPORATION. |
| FORM 990, PART VI, SECTION A, LINE 7B | THE FOLLOWING MATTERS REQUIRE A MAJORITY VOTE BY THE MEMBERS TO BE ADOPTED: 1. AMENDMENT OF THE ARTICLES OF INCORPORATION OR BYLAWS; 2. A PLAN OF MERGER OR CONSOLIDATION; 3. SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE CORPORATION; AND 4. DISSOLUTION OF THE CORPORATION. |
| FORM 990, PART VI, SECTION B, LINE 11B | THE AUDIT COMMITTEE AND MANAGEMENT REVIEW THE 990 AND THEN MAKE IT AVAILABLE TO THE BOARD OF DIRECTORS ON THE BOARD PORTAL PRIOR TO FILING. |
| FORM 990, PART VI, SECTION B, LINE 12C | BOARD MEMBERS ARE REQUIRED TO DISCLOSE ALL INTERESTS ANNUALLY ON A WRITTEN FORM WHICH IS SIGNED AND DATED. IF A CONFLICT EXISTS, THE ISSUE WILL BE REVIEWED BY THE BOARD OF DIRECTORS. |
| FORM 990, PART VI, SECTION B, LINE 15 | THE ASSOCIATION CONTRACTS WITH A RELIABLE AND REPUTABLE CONSULTANT WHO REVIEWS APPROPRIATE COMPARATIVE DATA FOR SIMILARLY QUALIFIED PERSONS IN FUNCTIONALLY COMPARABLE POSITIONS AT SIMILARLY SITUATED ORGANIZATIONS. |
| FORM 990, PART VI, SECTION C, LINE 19 | GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST. |
| FORM 990, PART IX, LINE 11G | CONSULTING FEES 1,506,150. |
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