| FORM 990, PART VI, SECTION A, LINE 2 |
ROBERT B. CUMMINGS, DAVID L. RAMSEY, JEFF SANDENE, ART RUBIN, JAMES P. TIERNEY, ROBERT FITZWATER, M.D., DENISE BURGESS AND NANCY TIERNEY HAVE A BUSINESS RELATIONSHIP DUE TO EMPLOYMENT BY A RELATED COMPANY WITHIN THE HEALTH SYSTEM. JAMES P. TIERNEY AND NANCY TIERNEY HAVE A FAMILY RELATIONSHIP. |
| FORM 990, PART VI, SECTION A, LINE 4 |
THE ARTICLES OF INCORPORATION AND BYLAWS OF CAMC FOUNDATION, INC. ("FOUNDATION") WERE AMENDED AND RESTATED ON SEPTEMBER 1, 2022, TO MAKE CHARLESTON AREA MEDICAL CENTER, INC. THE SOLE VOTING MEMBER OF THE FOUNDATION. |
| FORM 990, PART VI, SECTION A, LINE 6 |
CHARLESTON AREA MEDICAL CENTER, INC. (CAMC) IS FOUNDATION'S SOLE VOTING MEMBER. |
| FORM 990, PART VI, SECTION A, LINE 7A |
CHARLESTON AREA MEDICAL CENTER, INC. (CAMC), IS FOUNDATION'S SOLE VOTING MEMBER AND HAS AUTHORITY TO ELECT ALL VOTING DIRECTORS OF FOUNDATION OTHER THAN EX-OFFICIO DIRECTORS NAMED IN FOUNDATION'S GOVERNING DOCUMENTS. THE SOLE VOTING MEMBER HAS THE SOLE AUTHORITY TO AMEND FOUNDATION'S GOVERNING DOCUMENTS. |
| FORM 990, PART VI, SECTION A, LINE 7B |
CAMC IS FOUNDATION'S SOLE VOTING MEMBER AND HAS RESERVED POWERS UNDER FOUNDATION'S GOVERNING DOCUMENTS, WHICH PROVIDE THAT DECISIONS OF FOUNDATION'S GOVERNING BODY SUCH AS ELECTION OF OFFICERS, APPROVAL OF ANNUAL BUDGETS AND BORROWINGS ARE SUBJECT TO APPROVAL BY THE SOLE VOTING MEMBER. THE SOLE VOTING MEMBER ALSO HAS ALL APPROVAL POWERS PROVIDED TO MEMBERS OF WEST VIRGINIA NONPROFIT CORPORATIONS UNDER STATE LAW. |
| FORM 990, PART VI, SECTION B, LINE 11B |
THE ORGANIZATION COMPILES NECESSARY INFORMATION FOR FORM 990 WITH VARIOUS OFFICERS AND DIRECTORS OF THE ORGANIZATION AND ITS AFFILIATES. THE RETURN IS THEN PREPARED AND REVIEWED BY AN EXTERNAL CONSULTANT FIRM. THE VANDALIA HEALTH INC. CHIEF FINANCIAL OFFICER REVIEWS THE COMPLETED FORM 990 WITH THE CAMC FOUNDATION, INC. BOARD OF DIRECTORS. |
| FORM 990, PART VI, SECTION B, LINE 12C |
CORPORATE OFFICERS, INCLUDING THE PRESIDENT AND SECRETARY, DEVELOP THE AGENDAS FOR BOARD MEETINGS AND IDENTIFY AND RESOLVE POTENTIAL CONFLICT OF INTEREST ISSUES RELATIVE TO ACTION ITEMS. ANNUAL DISCLOSURE PROCEDURES ARE IMPLEMENTED AND THE PRESIDENT AND THE VANDALIA HEALTH, INC. BOARD OF DIRECTORS GOVERNANCE COMMITTEE PERIODICALLY REVIEW CONFLICT SITUATIONS. THE ORGANIZATION'S CONFLICT OF INTEREST POLICY REQUIRES ALL DISCLOSED CONFLICTS TO BE REPORTED BY THE CHIEF COMPLIANCE OFFICER TO THE VANDALIA HEALTH'S MANAGEMENT COMPLIANCE COMMITTEE. THE COMPLIANCE OFFICER WILL INFORM THE BOARD OF DIRECTORS AUDIT COMMITTEE AT THEIR NEXT SCHEDULED MEETING OF ALL SUCH ACTIVITIES APPROVED BY THE VANDALIA HEALTH MANAGEMENT COMPLIANCE COMMITTEE. |
| FORM 990, PART VI, SECTION B, LINE 15 |
THE VANDALIA HEALTH, INC. BOARD OF DIRECTORS COMPENSATION COMMITTEE SELECTS AND SUPERVISES AN INDEPENDENT CONSULTANT WHO ADVISES THE COMMITTEE ON COMPENSATION ARRANGEMENTS AND TRANSACTIONS BETWEEN VANDALIA HEALTH COMPANIES AND EXECUTIVES. THE COMMITTEE USES THE DATA TO DETERMINE THE TOTAL COMPENSATION OF FOUNDATION'S PRESIDENT. THE DATA IS REVIEWED EVERY TWO YEARS. |
| FORM 990, PART VI, SECTION C, LINE 19 |
THE ORGANIZATION'S AUDIT IS PART OF A CONSOLIDATED FINANCIAL AUDIT FOR VANDALIA HEALTH, INC. AND SUBSIDIARIES. CONSOLIDATED AUDITED FINANCIAL STATEMENTS ARE AVAILABLE ONLINE AT CAMC.ORG. THEY ARE ALSO FILED WITH THE WV HEALTH CARE AUTHORITY WHERE THEY ARE AVAILABLE ONLINE AND IN PERSON. THERE IS NO FORMAL METHOD OF MAKING THE ORGANIZATION'S BYLAWS AND CONFLICT OF INTEREST POLICY PUBLICLY AVAILABLE, BUT THEY ARE AVAILABLE UPON REQUEST. THE ORGANIZATION'S ARTICLES OF INCORPORATION ARE ON FILE AT AND PUBLICLY AVAILABLE THROUGH THE WEST VIRGINIA SECRETARY OF STATE'S OFFICE. |
Attach to Form 990 or 990-EZ.