Wayne Health to establish foundation
By Steve Herring
Published in News on August 12, 2016 1:46 PM
The Wayne Health Corp. board Wednesday afternoon approved articles of incorporation and bylaws for a new foundation that will serve as the fundraising arm of Wayne Memorial Hospital.
However, the charitable giving would not be limited to the hospital, a subsidiary of Wayne Health Corp., and could benefit other health care needs in the county.
It is actually the corporation's second foundation.
The first, Wayne Health Foundation, has become synonymous with WATCH, or Wayne Action Teams for Community Health, Wayne Health Corp. board Chairman Jim Parker said.
"Our original intent was to leave WATCH separate and break the Wayne Health Foundation away," Parker said. "But WATCH came to us and said, 'Wait a minute, we have been using your federal ID number.'
"The name, Wayne Health Foundation, and WATCH are synonymous. So to make it a clear delineation, we are starting a new Wayne Memorial Hospital Foundation -- a new foundation for the purposes of doing charitable things in the health care opportunities in the community and the hospital outside of WATCH."
For example if the hospital wanted to build a cancer center, the foundation could raise money for extras that normally wouldn't be put there to make it even nicer, he said.
Or it could raise money in general to endow the hospital, Parker said.
Board attorney Bob Wilson will now file the paperwork for the articles of incorporation and bylaws, Parker said.
Wilson also will file an application with the IRS to approve the foundation as a nonprofit.
"That takes months," Parker said. "We don't have to wait for that to be approved. We can go ahead and set up a bank account and begin.
"Eventually I would appoint board members to that foundation. Then they would get started. Hiring an executive director is probably not immediate, but that is the goal -- to hire a person who would serve in that role."
The Wayne Health Corp. board first publicly discussed the possibility of creating a foundation during its May meeting.
The board at that time instructed Wilson to draft the necessary paperwork for it to consider.
Interim President Bob Enders suggested then that the foundation be used only for the benefit of the hospital.
But the board insisted on a broader-based foundation that also would be able to provide funding for other health-related organizations.
Several changes were made to the draft prior to Wednesday's approval after Enders questioned some of the wording.
Foundation board members can serve up to three terms of three years each. Under the initial draft, they would then have to remain off the board for three years before being allowed back on.
Enders said he liked the idea of the roll off after nine years.
"But if you have a really good person, you'd like to bring him back sooner than that, you could change that to one year," he said.
Board member Ray McDonald Jr. asked how the three-years compared to the corporation board. It is the same, Wilson said.
Board member Jack Best made a recommendation to change the three-years to one year. The board agreed to the change.
Enders also questioned another provision that would have allowed any two foundation board members to request a called board meeting at any location, even out of state.
Wilson said it is typical to allow for any two board members to ask for a called board meeting.
"The intent was to allow for meetings of the board not to be exclusively in the state of North Carolina, if the board so wished," Wilson said. "If you don't want that flexibility to meet, I mean in South Carolina at a meeting where you are not ordinarily located."
Enders said he knew it was "far-fetched" that two board members might call for a meeting in California.
"You still have to meet the quorum requirements though, right?" McDonald said.
That is correct, Wilson said.
If that is the case, the provision could be left in, Enders said.
However, the board agreed to strike that provision allowing two board members to call for a meeting out of state.
There were concerns as well as to how the foundation might spend its money.
Board members were reassured that Wayne Health Corp. board would approve the foundation's budget, just as it does for other subsidiaries of the corporation.
The corporation can also "fire" foundation board members, Enders said.
Wilson said Wayne Health Corp. board members can call a special meeting of the foundation board as well as attend any foundation board meeting whether it is open or closed.