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HomeMy WebLinkAbout031521 m HARNETT COUNTY BOARD OF COMMISSIONERS Regular Meeting Minutes March 15, 2021 The Harnett County Board of Commissioners met in regular session on Monday, March 15,2021, in the Commissioners Meeting Room, Harnett County Resource Center and Library, 455 McKinney Parkway, Lillington, North Carolina. Due to COVID-19 citizens and staff were provided options to listen to the meeting live. Only County staff necessary to conduct the meeting or to speak on scheduled agenda items were in attendance. Members present: W. Brooks Matthews,Chairman Lewis W. Weatherspoon Vice Chairman Mark B. Johnson, Commissioner Barbara McKoy, Commissioner Matt Nicol, Commissioner Staff present: Paula Stewart, County Manager Dwight Snow, County Attorney Kimberly Honeycutt, Finance Officer Lindsey B. Lucas, Deputy Clerk Chairman Matthews called the meeting to order at 6:00 pm. Commissioner Nicol led the Pledge of Allegiance and invocation. Chairman Matthews called for any additions or deletions to the published agenda. Mrs. Stewart stated there were three possible add-ons. Suggestions being 4G-Harnett County Health Department requests approval to accept additional COVID 716 funds in the amount of$351,232 to assist local health departments with vaccinations for COVID-19,4H-County of Hamett sale of real property located at 817 S. 8th Street, Lillington, NC 27546 to Macias Enterprise LLC, and 9A-Proposed Resolutions concerning transaction between Harnett Health System, Inc. (HHS) and Cumberland County Hospital System, Inc. d/b/a Cape Fear Valley Health System(CFVHS) Vice Chairman Weatherspoon moved to approve the agenda as amended. Commissioner Johnson seconded the motion that passed unanimously. Commissioner McKoy moved to approve the following items on the consent agenda. Commissioner Nicol seconded the motion,which passed unanimously. 1. Minutes: February 9, 2021 Work Session January 16,2016 Work Session December 15,2015 Work Session December 1, 2015 Special Session October 27, 2015 Special Session October 13,2015 Special Session September 29, 2015 Special Session Harnett County Board of Commissioners March 15, 2021 Page 1 of 4 September 15, 2015 Special Session September 1, 2015 Special Session Minutes: January 19,2016 Regular Meeting August 17, 2015 Regular Meeting August 3, 2015 Regular Meeting July 20, 2015 Regular Meeting July 14, 2015 Special Session May 26, 2015 Special Session May 12,2015 Special Session April 28, 2015 Special Session April 14, 2015 Special Session April 6, 2015 Regular Meeting May 10, 2015 Special Session- Planning Retreat 2. Budget Amendments (Attachment 1) 3. Harnett Regional Water requests approval of write-offs in the amount of$24,139.69 for the third quarter of 2020. The facilitation of these write-offs is an important step in a continuing effort to effectively manage collections and bad debt. 4. Harnett County Division of Aging requests approval to accept additional State Health Insurance Information Program (SHIIP) funds in the amount of$4,715 for the 2020-21 fiscal year. 5. General Services requests approval of a Request for Aid from the NCDOT/Division of Aviation in the amount of$1,486,718.00 for construction related to the Airfield Lighting Rehabilitation Project. A local match of$148,672 will be required to receive funding. This project was approved under the FY2022 - 2028 Capital Improvement Program. 6. General Services Director requests approval of an Intention to Award a Construction Contract to Precision Approach LLC in the amount of$1,458,641.00 contingent upon securing the anticipated NCDOT/Division of Aviation grant funding. Precision Approach. LLC was the lowest responsive and responsible bidder. (Attachment 2) Chairman Matthews opened the meeting for informal comments by the public, allowing up to 3 minutes for each presentation up to 30 minutes. Citizens were allowed to call in and provide their public comments verbally during this period or submit their public comments in writing prior to the meeting to be read aloud during the meeting as time allowed. - Roger Farina—Emailed - Gary Peacock—Called in - Rose Teniente— 179 Tilden Howington Drive, Lillington-Called in Vice Chairman Weatherspoon moved to approve the appointment for Doug Godwin to be added to the Harnett County Board of Equalization as an at large member,the re-appointment of Ursela Harnett County Board of Commissioners March 15,2021 Page 2 of 4 McLean to the Johnston-Lee-Harnett Board of Directors,the appointment of Janet Davis to the Triangle Workforce Development Board for Harnett County. Commissioner Johnson seconded the motion, which passed unanimously. Chairman Matthews announced that at this time the Harnett County Board of Commissioners would be sitting as the governing body of the West Central Water and Sewer District for Harnett County and the Northeast Metropolitan Water District for Harnett County. Senior Staff Attorney Christopher Appel approached the Board to ask for an amendment to the Tolling agreement between Harnett County,the West Central Water and Sewer District of Harnett County, Northeaster Metropolitan Water District of Harnett County, MBD Consulting Engineers, PA, and J. Charles and Joseph McGougan to extend the term of the agreement for an additional two years,through and including March 12,2023. Commissioner Johnson moved to approve the amendment to Tolling agreement. Commissioner McKoy seconded the motion that passed unanimously. Brian Haney, Assistant County Manager participating remotely, led the discussion regarding Harnett County FY 2021 Legislative Priorities. Staff distributed the draft Harnett County FY 2021 Legislative Priorities submitted for Board prioritization. Staff also distributed a copy of additional proposed legislative priorities submitted by Vice Chairman Weatherspoon. Discussions continued. Vice Chairman Weatherspoon moved to approve the following 2021 legislative priorities for Harnett County. Commissioner Johnson seconded the motion that passed unanimously. Chairman Matthews called on the Board to discuss the Jetport Fixed Based Operator(FBO)for the Harnett Regional Jetport. Commissioner Johnson stated he saw no reason to change Warren Aviation or Gary Peacock from the airport, he stated there had been vast improvement while Gary Peacock has been with the airport. Vice Chairman Weatherpoon made a motion to send a 90 day notice of termination to Warren Investment. Commissioner Nicol seconded the motion that passed 3-2 with Commissioner McKoy and Commissioner Johnson opposing. Chairman Matthews called on Mr. Thompson to discuss a proposed resolution concerning a transaction between Harnett Health System, Inc. (HHS) and Cumberland County Hospital System, Inc. d/b/a Cape Fear Valley Health System(CFVHS).Mr. Thompson asked that the Board of Commissioners approve a resolution that will in affect allow Harnett Health System and Cape Fear Valley Health System to combine their health care services for the citizens of Dunn and Harnett County. Commissioner Johnson made a motion to approve the Resolution concerning a transaction between Harnett Health System, Inc. (HHS)and Cumberland County Hospital System, Inc. d/b/a Cape Fear Valley Health System(CFVHS).Commissioner Nicol seconded the motion that passed unanimously. (Attachment 3) Harnett County Board of Commissioners March 15, 2021 Page 3 of 4 Mrs. Stewart reviewed the County Managers Report Chairman Matthews called for any new business. Commissioner Nicol wanted to add to the March 30, 2021 work session taking a relook at the Golden Adventures Building to figure out how to help the senior citizens. Vice Chairman Weatherspoon moved that the Board go into closed session for the following purposes: 1) To discuss certain personnel matters. This motion is made pursuant to N.C. General Statute Section 143-318.11(a)(6) Commissioner Nicol seconded the motion which passed unanimously. Commissioner Nicol moved that the Board come out of closed session. Vice Chairman Weatherspoon seconded the motion that passed unanimously. Vice Chairman Weatherspoon moved to adjourn the meeting at 7:28 pm. Commissioner Nicol seconded the motion,which passed unanimously. W. Brooks Matthews, Chairman Lindsey B. Lucas,Deputy Clerk Harnett County Board of Commissioners March 15, 2021 Page 4 of 4 COUNTY OF HARNETT + '""„h V* A_ BUDGET ORDINANCE AMENDMENT RE IT ORDAINED by the Governing Board of the County of Harnett.North Carolina,that the following amendment be mode to the annual budget ordnance far the fiscol year ending June 30,2021. Section 1. To amend the Veterans Treatment Court,BJA,the appropriations are to be changed as follows: EXPENDITURE AMOUNT ORG I OBJECT I PROJECT I TASK I SUB-TASK I JOB DESCRIPTION OF CODE INCREASE I DECREASE 2504185 539090 BJA21 OPERT OTHERCOST NCAOC SUP NCAOC SUPPLY EXPENDITURES $1,080 2504185 539090 BJA21 OPERT OTHERCOST NCAOC DATA NCAOC DATA COST $984 2504185 539090 BJA21 OPERT OTHERCOST NCAOC COMP NCAOC COMPUTER COST $1,656 REVENUE AMOUNT ORG I OBJECT I PROJECT I TASK I SUB-TASK I JOB DESCRIPTION OF CODE INCREASE I DECREASE 2504185 330210 BJA21 FEDERAL USDOJ BJADC BJA GRANT $3,720 EXPLANATION: TO INCREASE THE BJA2019 GRANT FOR FY21 TO COVER NCAOC OPERATING COST. THESE EXPENSE INCLUDE OFFICE SUPPLY EXPENDITURES,DATA COST,AND COMPUTER COST. THIS FUNDIND IS PART OF BJA2019 ROLL OVER FUNDS FROM YEAR 1. APPROVALS' Dept Head(date) ( T.•nce Officer County Manager(date) Section 2. Copies of this budget amendment shall be furnished to the rk to the Board,•nd to the Budget Officer and the Finance Officer for their direction. ` Adopted this 'y of s,,- w_ ` ,20 al. r / / Ai 1 /At!LA• ) 04 i4. 1 , , _A/. At"' .</. ,,if IA,' ._ / •rgaret 'eeina'� -eler, W. ooks •tthews,Chairman ' Clerk to the B Y• Board of Commissioners COUNTY OF HARNETT BUDGET ORDINANCE AMENDMENT BE IT ORDAINED by the Governing Board of the County of Hornett.North Cardin,that the following amendment be mode lo the annual budget ordnance for the fiscal year endng June 30,2041. Section 1. To amend the General Fund-Emergency Services Grants,the opproprfatlons ore to be changed as follows: EXPENDITURE = AMOUNT ORG I OBJECT I PROJECT I TASK SUB-TASK I JOB DESCRIPTION OF CODE INCREASE I DECREASE 1104411 531090 HME20 1 Tratn:nq-Contracted $9,500 REVENUE AMOUNT ORG IQBJECT I PROJECT I TASK I SUB-TASK I JOB PESCRIPIIO_N OF COPE _ INCREASE I DECREASE 1104411 ~:330210 HME20 e: _cr `' Federal >x 19,500 EXPLANATION: To budget the approved Hazard Mitigation relmbursible grant. APPROVALS: r‘\ • - .i!^I Dept ead(dale) Finance ei er(dgte)r� � Count Monger(dots) (1 CJ Z pre Section 2. Cos of 1hs budget amendment shall be furnished to the Clerk to the Board.and to the Budget Officer and the Finance Officer for their direction. 4-11 Adopted this '5 day of f(k✓'Gin ,29 a . r ,A/A- ,Chairman Ma .oral Regina Wh-- _r, Jerk to the Boor• Board of Commissioners U COUNTY OF HARNETT BUDGET ORDINANCE AMENDMENT BE IT ORDAINED by the Governing Board of the County of Hornell,North Carolina,that the following amendment be made to the annual budget ordinance for the fiscal yea ending June 30,2021. Section 1. To amend the General Fund,4H Teen Court,the appropriations are to be changed as follows: EXPENDITURE AMOUNT ORG I OBJECT I PROJECT I TASK I SUB-TASK I JOB DESCRIPTION OF CODE INCREASE I DECREASE 1104995 502010 TNCRT SALARIES&WAGES FULL TIME $900 1104995 502050 TNCRT LONGEVITY $13 1104995 503030 TNCRT 401K $186 1104995 505010 TNCRT FICA $460 1104995 505050 TNCRT STATE RETIREMENT $492 1104995 506010 TNCRT MEDICAL INSURANCE $1,825 1104995 506020 TNCRT DENTAL INSURANCE $8 1104995 506040 TNCRT LIFE INSURANCE $4 1104995 507030 TNCRT WORKERS COMP $68 1104995 522010 TNCRT FOOD&PROVISIONS $500 1104995 525010 TNCRT VEHICLE SUPPLIES-FUEL $1,200 1104995 526010 TNCRT OFFICE SUPPLIES $413 1104995 531010 TNCRT TRAINING MILEAGE $2,100 1104995 531020 TNCRT TRAINING MEALS $800 1104995 531030 TNCRT TRAINING LODGING $2.000 1104995 531050 TNCRT TRAINING REGISTRATION $3,950 1104995 532030 TNCRT CELLULAR SERVICE $148 1104995 545010 TNCRT INSURANCE-PROPERTY&LIAB $40 1104995 548000 TNCRT DUES&SUBSCRIPTIONS $75 REVENUE AMOUNT ORG I OBJECT I PROJECT I TASK I SUB-TASK I JOB DESCRIPTION OF CODE INCREASE I DECREASE 1104995 330310 TNCRT STATE JCPC AWARD $9,000 1103900 390990 FUND BALANCE APPROPRIATED $40 EXPLANATION: To decr.ase budget to match JCPC State awarded grant by NC Department of Public Safety for FY 2021. AP 'Ir V �,: 11. `1.!L u ,i,.� ' i&I. / ' ' - RA-,G4 (.-.�4- C'!.t ead(date Financ= elf a at J County onager ate) c0 - O; Y ',„Lt Sectio Ir. Copies of this budget amendment shall be furnis to the Clerk to e Board,and to the Budget Officer and the Finance Officer for their direction. �j� Adopted this / Q Pat of � ,20071. . . r � _... /l7J /� �----•- lf /L II4s M•-caret Regina Whe> W. rooks,Matthews,Chairman Jerk to the Board Board of Commissioners •6 COUNTY OF HARNETT BUDGET ORDINANCE AMENDMENT BE IT ORDAINED by the Governing Board of the County of Harnett.North Carolina,that the following amendment be made to the annual budget ordinance for the fiscal year ending June 30,2021. Section 1. To amend the Aging Department General Fund,the appropriations are to be changed as follows: EXPENDITURE AMOUNT ORG I OBJECT I PROJECT_I TASK I SUB-TASK I JOB DESCRIPTION OF CODE INCREASE I DECREASE 1105160 519090 SHIIPOther Contracts $1,000 1105160 526010 SHIIP Office Supplies $2,700 1105160 534010 SHIIP Printing $300 1105160 522010 SHIIPFood&Provisions $200 1105160 532050 SH11P Postage $300 1105160 504010 SHIIP Expense Allowance $215 REVENUE AMOUNT ORG I OBJECT I PROJECT I TASK I SUB-TASK I JOB _ DESCRIPTION OF CODE INCREASE I DECREASE 1105160 330210 SHIIP Federal Funds-MIPPA $4,715 EXPLANATION: To budget additional SHIIP funds(MIPPA). APP OV 9k if I '' /2-) r> e I . . ' � r PL..._._�.,re Ji- -.) - Dept Head(date) Finance is (date) !: 1 County Manager(date i Section 2. Copies of this budget amendment shall be furnished to the Clerk to he Board,and to the Budget Officer and the Finance Officer for their direction. Adopted this /L) day of //1/Q.r(44 ,2002/. ilr AI ' , • __ / , , I ' e' .....d. W.Brooks Matthews,Chairman MaIAOC:::) •raret R •ina Wheer Jerk to the Board Board of Commissioners 4 19 71, COUNTY OF HARNETT BUDGET ORDINANCE AMENDMENT BE IT ORDAINED by the Governing Board of the County of Harnett,North Carolina,that the following amendment be made to the annual budget ordinance for the fiscal year ending June 30,2021. Section 1. To amend the Health Department General Fund,the appropriations are to be changed as follows: EXPENDITURE AMOUNT ORG I OBJECT I PROJECT I TASK I SUB-TASK I JOB DESCRIPTION OF CODE INCREASE I DECREASE 1105110 502010 SALARIES&WAGES $200,976 1105110 503030 401K $4,142 1105110 505010 ...FICA $15,305 1105110 505050RETIREMENT $18,739 1105110 506010MEDICAL INSURANCE $31,253 1105110 506020 DENTAL INSURANCE $1.481 1105110 506040 ,LIFE INSURANCE $307 1105110 507010 UNEMPLOYMENT $1,106 1105110 507030 _ WORKER'S COMPENSATION $1,859 1105110 507050 EMPLOYEE CLINIC $695 1105110 507070 OPEB $469 1 1051 10 519090OTHER CONTRACTS 560.E 1105110 523030 PUBLIC SAFETY SUPPLIES $400 1105110 523040MEDICAL SUPPLIES&DRUGS 56.E 1105110 583000 NON CAPITAL ASSET-LARGE EQUIPMENT $8,500 REVENUE AMOUNT ORG I OBJECT I PROJECT I TASK I SUB-TASK I JOB DESCRIPTION OF CODE INCREASE I DECREASE 1105110 330210 FEDERAL FUNDS $351.232 EXPLANATION: To budget additional COVID 716 CDC COVID-19 Vaccination Program funds. APPROVALS: It AP 91- 3Ig ? l 1 •�L • ' ! i �` County Manager'dote) Dept Head(date Finance Offic'r .ateL_ ;, 2 I 1 Section 2. Copies of this budget amendment shall be furnished to e Clerk to the!i••rd,and to the Budget Officer and the Finance Officer for their direction. Adopted this )5 day of � ,2Qn// 14 /�' , 1 • W.Brooks Matthews.Chairman M•�•aret Regina Wheele .lerk to the Board i Board of Commissioners ....A/ A ), a6 it„„„_,_ _ _No. ,._ COUNTY OF HARNETT BUDGET ORDINANCE AMENDMENT BE IT ORDAINED by the Governing Board of the County of Harnett.North Carolina,that the following amendment be mode to the annual budget ordinance for the fiscal year ending June 30.2021. Section 1. To amend the Tax fund,the appropriations are to be changed as follows: EXPENDITURE AMOUNT ORG I QBJECT I PROJECT I TASK I SUB-TASK I JOB DESCRIPTION OF CODE INCREASE I DECREASE 1104140 502010 Salary&wages—Regular $500 1109910 599000 Contingency $500 REVENUE AMOUNT ORG I OBJECT I PROJECT I TASK I SUB-TASK I JOB DESCRIPTION OF CODE INCREASE 1 DECREASE EXPLANATION: Because of employee pay-out and overlap between employees.salaries and benefits will be overdrawn. APPROVALS: Dept Head(date) Finance 0 l`r -r(date) 4 County Manager(dote) Section 2. Copies of thisgeamendment shall be fumishe•"t•the"Clerk to the Bobrd,and to the Budget Officer and the Finance Officer for their direction. +, _ ! ,_ o /Adopted this f 5 day of Al ki (A5_,L2d).../t, / ; l •argare Regina eler, Bro Matthews,Chairman Clerk to the:••• . Board of Commissioners 393b COUNTY OF HARNETT BUDGET ORDINANCE AMENDMENT BE fT ORDAINED by the Governing Board of the County of Harnett,North Carolina,that the following amendment be made to the annual budget ordnance for the fiscal year ending June 30,2021. Section 1, To amend the Legal Services fund,the appropriations are to be changed as follows: EXPENDITURE AMOUNT ORG I OBJECT I PROJECT 1 TASK I SUB-TASK I JOB DESCRIPTION Of CODE INCREASE I DECREASE 1'04150 502010 Salary&Wages-Regular $13.500 1109910 599000 Contingency $13,500 REVENUE AMOUNT ORG I OBJECT I PROJECT I TASK I SUB-TASK I JOB DESCRIPTION OF CODE INCREASE [ DECREASE EXPLANATION: Because of pay raise for certification and because new employee making more than prior employee,salaries and benefits will be overspent. APPROVALS. Dept Head(dote 'Fnance OffNer(date) County Manager(date) Section 2, Copies of this budget thnendment shall be fumy ed to the aerk to • Board,and to the Budget Officer and the finance Officer for their direction. 61j Adopted this ,5 4 —day of � 20 , ‘1 - \ALQ/1&Av • )111 /-'44(4.r M•garet Regina Wh:- •r, Brooks Matthews.Chairman lerk to the Boar Board of Commissioners COUNTY OF HARNETT BUDGET ORDINANCE AMENDMENT BE IT ORDAINED by the Governing Board of the County of Harnett.North Carolina,that the following amendment be mode to the annual budget ordinance for the fecal year ending June 30,2021. Section 1. To amend the General Services fund,the appropriations are to be changed as follows: EXPENDITURE AMOUNT ORG I OBJECT I PROJECT I TASK I SUB-TASK I. JOB DESCRIPTION OF CODE INCREASE I DECREASE 1104210 502010 Salary&Wages—Regular $1,100 1109910 599000 Contingency $1,100 REVENUE AMOUNT ORG I OBJECT I PROJECT I TASK I SUB-TASK I JOB DESCRIPTION OF CODE INCREASE I DECREASE EXPLANATION: Because of errors In budgeting,salaries and benefits will be overspent. APPROVALS: r• Dept Head(doter Finance .rat County Manager(date) Section 2. Copies of this budget amendment shall be furnished to the Clerk to the:oord.and to the Budget Officer and the Finance Officer for their direction. 1 rJ--''JJ-- � ,�_�'�D/A� Adopted this 15, d y of Y i icy .-- .20)1 . . . . •__ t. IAL • ty, if .orgaret Regina W e.er, :rooks Matthews,Chairman Clerk to the Bo.rd Board of Commissioners COUNTY OF HARNETT BUDGET ORDINANCE AMENDMENT BE IT ORDAINED by the Governing Board of the County of Harnett,North Carolina,that the following amendment be made to the annual budget ordinance for the Pisco'year ending June 30,2021. Section 1. To amend the Fleet Maintenance fund,the appropriations are to be changed as follows: EXPENDITURE AMOUNT ORG I OBJECT I PROJECT I TASK I SUB-TASK I JOB DESCRIPTION OF CODE INCREASE I DECREASE 1104250 502010 Salary&Wages-Regular $600 1109910 599000 Contingency $600 REVENUE AMOUNT ORG I OBJECT I PROJECT I TASK I SUB-TASK I JOB DESCRIPTION OF CODE INCREASE I DECREASE EXPLANATION: Because of errors In budgeting.salaries and benefits will be overspent. APPROVALS: Dept Head(date) finance Oft 4t(dat ( County Manager(date) Section 2. Copies of this budget amendment shall be furnished to the lerk to ther.oarci,and to the Budget Officer and the Finance Officer tor their direction, !J�441 Adopted this J�J day of rilQ..p4 20 al rI 11111111,741111kb.,, arga -1 Regina Wheeler, Br Mot ews, hairman Cle to the Board Board of Commissioners COUNTY OF HARNETT BUDGET ORDINANCE AMENDMENT BE IT ORDAINED by the Governing Board of the County of Harnett,North Carolina,that the following amendment be mode to the annual budget ordinance for the fiscal year ending June 30,2021. Section 1. To amend the Transportation AdmlrIWration fund.the approprbfbro aro to be changed as follows: EXPENDITURE AMOUNT ORG I OBJECT I PROJECT I TASK I SUB-TASK I JOB DESCRIPTION OF CODE INCREASE I DECREASE 1104630 502010 Salary&Wages-Regular $7,500 1109910 599000 Contingency $7,500 REVENUE AMOUNT ORG I OBJECT I PROJECT I TASK I SUB-TASK I JOB DESCRIPTION OF CODE INCREASE I DECREASE EXPLANATION: Because of budgeting mistakes,$alo(1es and benefits will be overdrawn. APPROVALS: Dept Head(dotl v oil Finance Offic-/dole)cali f County Manager(do e) I`' Section 2. Copies of this budget amendment shall be furnished to thelerk 4 the Board,and to the Budget Officer and the Finance �� Officer for their direction. K D,� Adopted this Iv day of MIA . L.4 l 2at. , _ I, / of.A—A —/ 4 • /%� • •aret Regina W r, Brooks Ma hews,Chairman • - to the :•• • Board of Commissioners 3°t1b PA O.CVIM) — a- HARNETT REGIONAL JETPORT AIRFIELD LIGHTING REHABILITATION BID TAB SUMMARY-12/17/2020 Received bids from the following three contractors for this project: TOTAL BASE BID Precision Approach LLC $1,458,641.00 Rifenburg Construction, Inc $1,689,145.00 South East Site Services, LLC $1,946,130.00 -Onmu t- 3 RESOLUTIONS OF THE BOARD OF COMMISSIONERS OF HARNETT COUNTY NORTH CAROLINA The undersigned hereby certifies that the following resolutions were adopted by the Board of Commissioners of Harnett County, North Carolina ("Board") in a meeting duly convened and with a quorum present on March 15, 2021. WHEREAS, Harnett Health System, Inc. ("HHS") and Cumberland County Hospital System, Inc. d/b/a Cape Fear Valley Health System, a North Carolina nonprofit corporation ("CFVHS") entered into a Management Services Agreement dated November 3, 2014 ("MSA"), pursuant to which CFVHS manages the Health System (as defined in the MSA). The MSA granted CFVHS an option to implement a series of transactions that would culminate in CFVHS owning 100% of the operations of HHS; WHEREAS, in consultation with HHS's and CFVHS's regulatory and legal advisors, HHS and CFVHS determined that the structure of the transactions contemplated in the MSA could impede the uninterrupted operation of the Health System and its delivery of health care services to the people of Harnett County. As a result, HHS and CFVHS entered into a Memorandum of Understanding, dated January 25, 2021, setting forth a proposed transaction, in lieu of the transaction contemplated by the MSA, whereby (i) HHS would amend and restate its Articles of Incorporation to permit HHS to have members, in substantially the form attached hereto as Exhibit A (the "Amended Articles"), (ii) CFVHS would be substituted as the sole member of HHS pursuant to a Member Substitution Agreement (such member substitution and related transactions, the "Member Substitution Transaction"), and (iii) HHS would amend and restate its Bylaws, in substantially the form attached hereto as Exhibit B (the "Amended Bylaws"), to set forth, among other things, certain governance provisions, including the right of CFVHS to appoint the members of the board of trustees of HHS (the "HHS Board"); WHEREAS, Harnett County, North Carolina ("County") and the City of Dunn, North Carolina ("City") each have an interest in the structure of the HHS Board and an interest in the operations of HHS; WHEREAS, the Amended Articles and Amended Bylaws provide that the County will no longer enjoy the right to appoint members of the HHS Board, and instead CFVHS will appoint the members of the HHS Board; WHEREAS, as a result of the amendments included in the Amended Bylaws and Amended Articles, the County will no longer have voting or approval rights in respect of HHS; WHEREAS, the County and the City entered into that certain Memorandum of Understanding, dated August 10, 2005, among the County, the City, HHS (formerly Betsy Johnson Health Care Systems, Incorporated), Betsy Johnson Hospital Authority, and WakeMed (the"2005 MOU"); 020502.313-2729411 v3 309257458.7 WHEREAS, HHS desires to terminate the 2005 MOU, and termination of the 2005 MOU is a condition to the closing of Member Substitution Transaction; WHEREAS, the adoption by the City of resolutions similar to the Resolutions set forth herein is a condition of the effectiveness of the Resolutions set forth herein; WHEREAS, the Amended Articles will be filed with the North Carolina Secretary of State following approval by the City and the County and simultaneously with the closing of the Member Substitution Transaction; WHEREAS, the terms of the Amended Articles and the Amended Bylaws are deemed by the Board to be in the best interest of the County; and WHEREAS, termination of the 2005 MOU is deemed by the Board to be in the best interest of the County, and the 2005 MOU is hereby terminated. NOW, THEREFORE, BE IT RESOLVED, the Board hereby authorizes, approves and consents to the Amended Articles and the Amended Bylaws, and the filing of Amended Articles with the North Carolina Secretary of State, and CFVHS being named as the sole member of HHS pursuant to the Amended Articles. RESOLVED FURTHER, the Board hereby authorizes, approves and consents to the termination of the 2005 MOU. RESOLVED FURTHER, that the County Manager be, and hereby is, authorized and empowered, for and on behalf of Harnett County, to execute and deliver all such additional documents and to take all such additional actions as he determines to be appropriate or necessary in connection with the foregoing resolutions and the transactions contemplated thereby, the appropriateness or necessity thereof to be conclusively evidenced by the execution and delivery of such documents or the taking of such actions; and the County Manager be,and hereby is, authorized and directed to execute on behalf of the County, any and all documents that are deemed necessary or desirable to carry out the purposes of the foregoing resolutions. RESOLVED FURTHER, that the foregoing resolutions be adopted and shall be filed with the records of the County. 020502.313-2729411v3 2 309257458.7 Exhibit A Amended Articles 020502.313-2729411v3 Exhibit A-1 309257458.7 Exhibit B Amended Bylaws 020502.313-2729411v3 Exhibit B-1 309257458.7 State of North Carolina Department of the Secretary of State ARTICLES OF RESTATEMENT OF HARNETT HEALTH SYSTEM, INC. Pursuant to Section 55A-10-06 of the General Statutes of North Carolina, the undersigned Harnett Health System, Inc., a North Carolina nonprofit corporation (the "Corporation"), hereby submits the following for the purposes of amending and restating its Articles of Incorporation in their entirety. 1. The name of the Corporation is Harnett Health System, Inc. 2. The text of the Restated Articles of Incorporation of the Corporation is set forth in its entirety on Exhibit A attached hereto. Such Restated Articles of Incorporation supersede and replace the prior Articles of Incorporation of the Corporation, as amended, in their entirety. 3. The Restated Articles of Incorporation were adopted by the Board of Trustees of the Corporation. 4. The Corporation does not have members. Accordingly, amendments contained in the Restated Articles of Incorporation do not require member approval. 5. The Restated Articles of Incorporation will be effective upon filing. This the day of , 2021. Harnett Health System, Inc. By: Name: Title: 309215137.2 020502.313-2746290v3 Exhibit A RESTATED ARTICLES OF INCORPORATION OF HARNETT HEALTH SYSTEM,INC. Harnett Health System, Inc., a North Carolina nonprofit corporation (the "Corporation") hereby submits these restated Articles of Incorporation as authorized by Section 55A-10-06 of the General Statutes of North Carolina for the purpose of amending and restating its Articles of Incorporation in their entirety. 1. The name of the Corporation is Harnett Health System, Inc. 2. The purposes for which the Corporation is organized are: a. To provide comprehensive, quality patient care, to facilitate the educational process in medicine in allied health, to provide equitable health care services to the total community served, and to add and expand facilities and services so as to optimize access to health care for the residents of the community served; b. To own, maintain and operate one or more institutions for the examination, diagnosis or treatment of patients or applicants, under the direction and supervision of skilled physicians and surgeons, said institution or institutions to be named appropriately by the Board of Trustees (each member of the Board of Trustees, a "Trustee", and collectively, the "Board of Trustees") of the Corporation; c. To provide an adequate nursing service for the patients of the institution or institutions,either with or without a school for the training of professional nurses; d. To operate one or more institutions as branches of a single hospital which shall together be operated and maintained as a community general hospital, as such term is defined in Section 131E-6 of the General Statutes of North Carolina, providing the same or similar services as are provided by like community general hospitals in the State of North Carolina; e. To appoint a single medical staff operating under a single medical provider number and which clinical privileges specific for each institution as may be deemed appropriate or desirable, composed of such physicians and surgeons as, in the judgment of the Board of Trustees, are properly qualified to conduct the professional work of the institution or institutions, and to promulgate rules governing the conduct of all physicians and surgeons who are permitted to practice in the institution or institutions; f. To act exclusively for religious, charitable, educational and scientific purposes as set forth in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code") (or the corresponding provision of any future United States federal tax code) and to provide care to all persons, without regard to ability to pay; A-1 309215137.2 020502.313-2746290v3 g. Except as hereinbefore provided or limited, the Corporation, in addition to the powers granted nonprofit corporations under the laws of the State of North Carolina, shall have full power and authority to receive gifts, devises and bequests of real, personal and mixed property; to purchase, lease, and otherwise acquire and hold, and to mortgage, convey, and otherwise dispose and contract to dispose of all kinds of property, real, personal and mixed, both in the State of North Carolina and in all other States, territories and dependencies of the United States; to borrow and to lend money and to negotiate loans; to draw, accept, endorse, discount, buy, sell, issue and deliver bills of exchange, promissory notes, bonds, coupons, or other negotiable instruments and securities; and generally to do any and all acts which may be deemed necessary or expedient for the proper and successful prosecution of the purposes hereinbefore set forth; and h. To exercise any power which may be exercised and to carry on any lawful activity which may be carried on by a nonprofit corporation under Chapter 55A of the General Statutes of North Carolina. 3. The Corporation is a charitable or religious corporation within the meaning of Section 55A-1-40 of Chapter 55A of the General Statutes of North Carolina. Notwithstanding any other provision of these restated Articles of Incorporation, the purposes for which the Corporation is organized are exclusively religious, charitable, educational and scientific within the meaning of Section 501(c)(3) of the Code (or the corresponding provision of any future United States federal tax code). 4. The Corporation shall have one member. The initial member of the Corporation is Cumberland County Hospital System, Inc., a North Carolina non-profit corporation doing business as Cape Fear Valley Health System. 5. The period of existence of the Corporation shall be unlimited. 6. The Corporation shall be managed by the Board of Trustees. The number, manner, election or appointment and qualification and the term pf Trustees shall be as set forth in the Bylaws of the Corporation. 7. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its officers, Trustees or other private individuals, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered, to make payments and distributions in furtherance of the purposes set forth in Article 2 above and to reimburse reasonable expenses properly incurred on behalf of the Corporation. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or otherwise attempt to intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these restated Articles of Incorporation, the Corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from United States federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding A-2 309215137.2 020502.313-2746290x3 provision of any future United States Internal Revenue Law) or (b) by a nonprofit corporation formed under Chapter 55A of the General Statutes of North Carolina. 8. Upon the dissolution of the Corporation, the Board of Trustees shall, after paying or making provision for the payment of all liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation, or to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Code (or the corresponding provision of any future United States federal tax code), or shall be distributed to the federal government, or to a state or local government for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes. Notwithstanding the foregoing, in accordance with the terms of the Second Amended and Restated Declaration of Covenants, Restrictions and Conditions, dated April 29, 2011, among the City of Dunn, North Carolina, a North Carolina municipal corporation, the Corporation and the Betsy Johnson Hospital Authority (the "Declaration"), the Corporation shall not dissolve or otherwise discontinue its operations covered by the Declaration without a successor tax-exempt entity to carry out the terms and conditions of the Declaration. 9. The address of the registered office of the Corporation in the State of North Carolina is 800 Tilghman Drive, Dunn, Harnett County, North Carolina 28334 and the name of its registered agent is Benjamin N. Thompson. 10. The street and mailing address of the principal office of the Corporation in the State of North Carolina is 800 Tilghman Drive, Dunn,Harnett County, North Carolina 28334. 11. To the fullest extent permitted by the North Carolina Nonprofit Corporation Act, and the North Carolina Business Corporation Act to the extent that it is applicable, and as either such Act exists or may hereafter be amended, no person who is serving or who has served as a Trustee of the Corporation shall be personally liable to the Corporation for monetary damages for breach of duty as a Trustee. No amendment or repeal of this Article, nor the adoption of any provision to these restated Articles of Incorporation inconsistent with this Article, shall eliminate or reduce the protection granted herein with respect to any matter that occurred prior to such amendment, repeal or adoption. A-3 309215137.2 020502.313-2746290v3 HARNETT HEALTH SYSTEM, INC. 800 Tilghman Drive Dunn, North Carolina 28334 FOURTH AMENDED AND RESTATED BYLAWS Approved: February, 1983 Amended: February, 1984 Amended: February 1986 Amended: May, 1988 Approved: June, 1988 Approved: July, 1991 Revised: September, 1991 Amended: February, 1995 Amended: January, 1998 Amended: September, 2000 Amended: August 25, 2003 Amended: November 24, 2003 Amended: November 27, 2006 Amended and Restated: May 5, 2011 Amended and Restated: April 10, 2012 Amended and Restated: October 30, 2014 Amended and Restated: , 2021 i 020502.313-2745674v2 309214958.5 HARNETT HEALTH SYSTEM,INC. 800 Tilghman Drive Dunn,North Carolina FOURTH AMENDED AND RESTATED BYLAWS PREAMBLE Harnett Health System, Inc. (the "Corporation")is a North Carolina nonprofit corporation organized and existing under the North Carolina Nonprofit Corporation Act. The Corporation operates a licensed and certified multi-campus hospital, consisting of Betsy Johnson Hospital, which is located at 800 Tilgham Drive in Dunn, North Carolina and is the main campus, and Central Harnett Hospital, located at 215 Brightwater Drive in Lillington, North Carolina, which is a remote location, and other on-campus and off-campus hospital outpatient departments (collectively, the "Hospital"). The Corporation's primary purpose is to provide comprehensive, quality patient care, to facilitate the educational process in medicine and allied health, and to provide equitable health care services to the total community served. The Corporation is governed by a Board of Trustees. DEFINITIONS The following words and terms shall have the following meanings, unless some other meaning is plainly intended or unless otherwise required by the context: 1. ADOPTION DATE means [ 1, 2021, the date the Fourth Amended and Restated Bylaws were approved and became effective. 2. BETSY JOHNSON means Betsy Johnson Hospital, located in Dunn, Harnett County, North Carolina, and the main campus of the multi-campus hospital operated by the Corporation. 3. BOARD OF TRUSTEES or BOARD means the governing body of the Corporation. 4. CFVHS means Cumberland County Hospital System, Inc. d/b/a Cape Fear Valley Health System. 5. CHH means Central Harnett Hospital, a remote location of Betsy Johnston Hospital which provides inpatient and outpatient services and is located in Lillington, Harnett County, North Carolina. 6. CORPORATION means Harnett Health System, Inc. 7. EXECUTIVE COMM11-1'hE means the Executive Committee of the Board of Trustees. 8. EX OFFICIO means service as a member of a committee or board by virtue of an office or position held and,unless otherwise expressly provided,means with voting rights. 2 020502.313-2745674v2 309214958.5 9. HOSPITAL means, collectively, Betsy Johnson and CHH, and on-campus and off- campus hospital outpatient departments thereof. 10. MEDICAL REVIEW COMMITTEE means a committee created by the Medical Staff, by the Board, or a committee operating under the Hospital's Performance Improvement Plans, that is formed for the purpose of evaluating the quality, cost of, or necessity for hospitalization or health care, including Medical Staff credentialing. 11. MEDICAL STAFF means the formal organization of all licensed physicians and dentists who are privileged to admit or attend patients in the Hospital. 12. PRESIDENT means the President and CEO of the Corporation. 13. TRUSTEE or TRUSTEES means one or more members of the Board of Trustees. ARTICLE I. BOARD OF TRUSTEES 1.1 POWERS AND RESPONSIBILITIES 1.1-1 Subject to the provisions hereof and the Reserved Powers (as defined below), the corporate powers of the Corporation are vested in and are exercised by or under the authority of the Board of Trustees, and the business and affairs of the Corporation are managed under the direction of the Board of Trustees. 1.1-2 Notwithstanding Section 1.1-1, CFVHS, as the sole member of the Corporation, in addition to all rights and powers accorded to it by law, shall have concomitant reserved powers over the Corporation attached and incorporated by this reference as Exhibit A, unless such powers are specifically delegated by CFVHS to the Corporation(the"Reserved Powers"). 1.1-3 The Board of Trustees shall appoint one of its Trustees as a voting member of the CFVHS Board of Trustees (the "CFVHS Board"); provided, that such right of appointment will terminate upon a change of control or ownership of CFVHS. 1.2 GENERAL PROVISIONS REGARDING THE BOARD OF TRUSTEES. 1.2-1 Number and Oualifications. The Board of Trustees will be comprised of no more than thirteen (13) Trustees, each of whom must be at least twenty-one (21) years of age. As of the Adoption Date, the Board of Trustees consists of thirteen (13) Trustees. The Trustees are selected for membership based on (i) their willingness to accept responsibility for governing the Corporation, (ii) their availability to participate actively in Board activities, (iii) their experience in nonprofit organizations and community activities, and (iv) whether their respective areas of interest, experience and knowledge meet the needs of the Board. Members of the Medical Staff are eligible to serve as Trustees. It is the intention of the Corporation that the Board membership should include at least one physician who is a member of the 3 020502.313-2745674v2 309214958.5 Medical Staff. The President of the Corporation and the Chief of the Medical Staff shall serve as advisors to the Board, but shall not have the right to vote on matters presented to the Board. 1.2-2 Appointed Trustees. CFVHS, as the sole member of the Corporation, shall appoint the members of the Board of Trustees. 1.2-3 Residency Requirements. The Board of Trustees shall include at all times at least seven (7) Trustees who are residents of Harnett County. 1.2-4 Appointment Process. The CFVHS Board shall determine nominees to appoint to fill the seat of any Trustee whose term will expire at the upcoming annual meeting. The CFVHS Board shall provide , written notice of the selection of such Trustee to the Board of Trustees on or before the date of the annual meeting of the Board of Trustees. Such nominee must meet the eligibility requirements in Section 1.2-1. 1.2-5 Classified Board of Trustees. The Board shall be and is divided into three classes, Class I, Class II, and Class III, which will be as nearly equal in number as possible. In case of any decrease, from time to time, in the number of Trustees, the number of Trustees in each class shall be apportioned as nearly equal as possible. No decrease in the number of Trustees shall shorten the term of any incumbent Trustee. 1.2-6 Initial Board of Trustees. Notwithstanding the foregoing provisions of Section 1.2-2, the initial slate of Trustees (the "Initial Board of Trustees") as of the Adoption Date shall be as set forth in that certain Member Substitution Agreement by and between the Corporation and CFVHS, dated I ], 2021 (the "Member Substitution Agreement"). The names, classes, and terms of the Initial Board of Trustees are set forth below. Name Class Term 4 020502.313-2745674v2 309214958.5 1.2-7 Terms of Office; Term Limits. (a) Terms of Office. Each Trustee shall serve three (3)-year terms, ending on the date of the third annual meeting of the Board of Trustees following the annual meeting of the Board of Trustees at which such Trustee was elected,except that each Trustee initially appointed to Class I as of the Adoption Date shall serve for an initial term expiring at the first annual meeting of the Board of Trustees following December 31, 2021; each Trustee initially appointed to Class II as of the Adoption Date shall serve for an initial term expiring at the second annual meeting of the Board of Trustees following December 31, 2021; and each Trustee initially appointed to Class III as of the Adoption Date shall serve for an initial term expiring at the third annual meeting of the Board of Trustees following December 31, 2021. Each Trustee shall serve until the election and qualification of a successor or until such Trustee's earlier resignation, death, or removal from office. Upon the expiration of the term of office for each class of Trustees, the Trustees of such class will be elected for a term of three years, to serve until the election and qualification of their successors or until their earlier resignation, death, or removal from office. Excepting Trustees who have been appointed to fill a vacancy at a date other than the date of the annual meeting of the Board of Trustees and the Trustees appointed to Class I, Class II, and Class III as of the Adoption Date, all Trustees' terms begin on the date of the annual meeting of the Board of Trustees of the year of appointment and end on the date of the annual meeting of the Board of Trustees of the year of termination. (b) Term Limits. No Trustee shall serve more than two (2) consecutive three (3)-year terms, except that a Trustee appointed to fill an unexpired term shall serve the balance of the unexpired term and, at the conclusion of the unexpired term, shall be eligible to serve two (2) consecutive three (3)-year terms. Notwithstanding the foregoing sentence, a Trustee who is ineligible for reappointment to the Board because he or she has served two (2) consecutive three (3)-year terms shall be eligible for appointment to the Board upon the expiration of a period of not less than one (1) year after the end of his or her last term on the Board. 1.2-8 Resignation and Removal. A member of the Board of Trustees may resign at any time by giving written notice of such resignation to the Chair of the Board of Trustees. Any Trustee may be removed by a two-thirds (2/3) majority vote of the remaining Trustees then in office at a regular meeting or at a meeting called for that purpose or upon determination of CFVHS. 1.2-9 Vacancies. 5 020502.313-2745674v2 309214958.5 All vacancies in the Board of Trustees, caused by whatever reason, shall be filled by CFVHS in the same manner as herein provided for nomination and appointment of Trustees; provided, that such nomination and appointment may occur at any meeting of the Board of Trustees. 1.2-10 Annual Evaluation of Board of Trustees. The Board of Trustees shall annually evaluate its own accomplishments and performance in relation to its vision, mission, and goals. 1.2-11 Continuing Education. Each Trustee is required to obtain, during each calendar year, continuing education related to governance matters by attending meetings and seminars approved by the Chair of the Board. The nature and extent of such continuing education shall be determined from time to time by the Board of Trustees. Expenses incurred by each Trustee in connection with such continuing education shall be reimbursable pursuant to Section 1.4. 1.2-12 Confidentiality. Every member of the Board of Trustees and every member of any Board committee has a duty to maintain the security and confidentiality of Board actions as well as all other information regarding the Corporation's activities until they are disclosed to the public by the Board, by the Corporation or are otherwise in the public domain. The Board shall adopt a policy providing for the security and confidentiality of Board and Corporation information. 1.2-13 Amendments. Notwithstanding any other provision set forth herein, no amendment to these Bylaws may be made that amends the Board structure in any way that removes CFVHS's right to appoint or remove Trustees to the Board or otherwise dilutes CFVHS's governance rights,including the Reserved Powers, without the prior written consent of CFVHS. 1.3 MEETINGS OF THE BOARD OF TRUSTEES 1.3-1 Location of Meetings. All meetings of the Board of Trustees shall be held at the offices of the Corporation unless reasonable notice of a change in location is given to the Board members and otherwise is given in accordance with the applicable law. 1.3-2 Annual Meeting. The annual meeting of the Board of Trustees shall be held in April of each year. 1.3-3 Regular Meetings. 6 020502.313-2745674v2 309214958.5 Regular meetings (which shall include the annual meeting) of the Board of Trustees shall be held not less than six (6) times each calendar year. A schedule of regular meetings shall be adopted annually by the Board on or before the date of the first meeting each year. Notice of each regular meeting shall be given at least nine (9) days in advance of the date of the meeting, delivered personally or by any usual means of communication, including, but not limited to, mail, telex, facsimile, telephone, electronic mail or other form of electronic communication. The date of the regular meeting shall be the second Tuesday of each month, at a time determined from time to time by the Board of Trustees. 1.3-4 Special Meetings. Special meetings of the Board of Trustees may be called by the Chair or, in the absence or inability to act of the Chair, by the Vice Chair of the Board of Trustees. Notice of such special meetings shall be given at least five (5) days prior to the date of such special meetings,delivered in any format as provided in Section 1.3-3 above. 1.3-5 Quorum. A majority of the Trustees in office immediately before a meeting begins shall constitute a quorum for the transaction of business at any regular or special meeting. If a quorum is not present at any meeting, those present shall adjourn the meeting until such date and hour as a quorum may be present. 1.3-6 Manner of Acting. (a) Except as otherwise provided in this paragraph and subject to the Reserved Powers, the act of a majority of the Trustees at a meeting at which a quorum is present shall be the act of the Board of Trustees, unless a greater number is required by law, the Articles of Incorporation, as amended, or a Bylaw adopted by the Board of Trustees. (b) A Trustee who is present at a meeting of the Board of Trustees at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her contrary vote is recorded or his or her dissent is otherwise entered in the minutes of the meeting or unless he or she files his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right of dissent shall not apply to a Trustee who voted in favor of such action. A Trustee may abstain from voting only on a matter with respect to which the Trustee has a conflict of interest. 1.3-7 Attendance at Meetings. Any member absent for three (3) consecutive Board meetings without good cause shall be considered to have resigned. Good cause shall be any reason for which absence is excused by the Chair of the Board. A Trustee or a committee member may participate in a meeting of the Board or a committee of the Board by means of a conference telephone 7 020502.313-2745674v2 309214958.5 or similar communications device that allows all persons participating in the meeting to hear each other simultaneously, and such participation in the meeting shall be deemed presence in person at such meeting. 1.3-8 Action Without Meeting. Action required or permitted to be taken at a meeting of the Board of Trustees may be taken without a meeting if all members of the Board approve the action. The action must be evidenced by one or more written consents signed by each Trustee before or after such action,describing the action taken, and included in the minutes or filed with the corporate records. The consent of any Trustee pursuant hereto may be in writing or in electronic form and may be delivered to the corporation by hand, certified or registered mail, return receipt requested, regular mail, nationally recognized courier or delivery service or, if in electronic form, by electronic mail or other electronic means. Such action will become effective when the last Trustee signs the consent, unless the consent specifies a different date. 1.4 COMPENSATION Trustees shall serve without compensation, provided that Trustees may be reimbursed for expenses incurred on behalf of the Corporation. • ARTICLE II. OFFICERS OF THE CORPORATION 2.1 NUMBER AND APPOINTMENT The officers of the Corporation shall consist of a Chair, a Vice Chair, a President, a Chief Financial Officer, a Secretary, a Treasurer and such Vice Presidents, and other officers as the Corporation may authorize. CFVHS, as the sole member of the Corporation, shall appoint the President and Chief Financial Officer. All other officers shall be elected by the Board of Trustees. 2.2 TERMS OF OFFICE Each of the Chair, the Vice Chair, the Secretary and the Treasurer shall hold office for a period of one (1) year and until his or her successor has been duly elected and qualified. Notwithstanding the foregoing, each of the Board officers appointed as of the date of the Adoption Date shall serve for the period beginning on the Adoption Date and each of their one (1) year terms shall be deemed to have commenced on the date of the first annual meeting of the Board of Trustees following the Adoption Date and shall expire on the following annual meeting of the Board of Trustees. Each of the President, Chief Financial Officer, and each Vice President, and each other officer of the Corporation shall be an employee of the Corporation or of CFVHS, and shall hold office until his or her death, resignation, removal or the termination of his or her employment. 2.3 RESIGNATION AND REMOVAL 8 020502.313-2745674v2 309214958.5 The Chair, Vice Chair, President and Chief Financial Officer may resign at any time by giving written notice to the Chair or to the Secretary. Other officers of the Corporation may resign at any time by giving written notice to the President or Chief Financial Officer. Such resignation shall take effect on the date of receipt or at any later time specified in said notice. Any elected or appointed officer other than the President or Chief Financial Officer may be removed at any time by the Board of Trustees, with or without cause, by a majority vote of the Trustees then in office; provided, however, that such removal shall be without prejudice to the contract rights, if any, of the person so removed. CFVHS, as the sole member of the Corporation, may remove the President and Chief Financial Officer. 2.4 CHAIR The Chair shall preside at all meetings of the Board and of the Executive Committee. Unless otherwise specified, the Chair shall be an ex officio member, with full voting rights, of all Board committees. The Chair shall perform all duties incident to the office of Chair and such other duties as may be prescribed by the Board from time to time. 2.5 VICE CHAIR The Vice Chair shall perform such duties as may be assigned to him by the Board of Trustees or the Chair. In the absence of the Chair or in the event of his or her disability, inability, or refusal to act, the Vice Chair shall perform the duties of the Chair with the full powers of, and subject to the restrictions of the office of Chair. 2.6 PRESIDENT The President is the chief executive officer of the Corporation and, subject to the control of the Board and CFVHS, shall supervise and control the business and affairs of the Corporation. The President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board from time to time. The President shall be an ex officio, non-voting member of all committees created by or pursuant to these Bylaws, except as may otherwise be determined by the Board. The President may from time to time designate in writing other officers of the Corporation to attend meetings of committees of the Board. 2.7 CHIEF FINANCIAL OFFICER The Chief Financial Officer shall keep or cause to be kept correct and accurate accounts of the properties and financial transactions of the Corporation and in general perform all duties incident to the office and such other duties as may be assigned, from time to time, by the President or the Board. The Chief Financial Officer shall keep or cause to be kept a record of all financial transactions of the Corporation, which shall always be open to inspection by the Board. In the absence of the President or in the event of the death, or inability to act, of the President, the Chief Financial Officer shall perform the duties of the President. 2.8 SECRETARY 9 020502.313-2745674v2 309214958.5 The Secretary shall provide for the keeping of minutes of all meetings of the Board and Board Committees and shall assure that such minutes are filed with the records of the Corporation. He or she shall give or cause to be given appropriate notices in accordance with these Bylaws or as required by law, and shall act as custodian of all corporate records and reports and of the corporate seal, assuring that it is affixed, when required by law, to documents executed on behalf of the Corporation. The Secretary shall also keep or cause to be kept a roster showing the names of the current members of the Board of Trustees and their addresses, and their attendance at special, regular or annual meetings of the Board of Trustees. He or she shall perform all duties incident to the office and such other duties as may be assigned, from time to time, by the President or by the Board. 2.9 TREASURER The Treasurer shall advise the Board respecting the Corporation's financial condition, shall provide periodic reports to the Board on the financial condition of the Corporation, and in general perform all duties incident to the office and such other duties as may be assigned, from time to time, by the Board. The Treasurer shall serve as the Chair of the Finance Committee of the Board. 2.10 VICE PRESIDENTS In the absence of the President and the Chief Financial Officer or in the event of the death, or inability to act, of the President and the Chief Financial Officer, the Vice Presidents, in the order designated by the President, shall perform the duties of the President, and shall perform such other duties as from time to time may be assigned to such Vice-President by the President or by the Board. ARTICLE III. COMMITTEES 3.1 GENERAL PROVISIONS 3.1-1 Creation and Abolishment. Committees of the Board may be created pursuant to these Bylaws and may be abolished by amendment to these Bylaws. Committees may also be created and abolished by resolution adopted by a majority of the Trustees; provided that committees created pursuant to these Bylaws, or by amendment hereto, may not be abolished by Board resolution. Special and Ad Hoc Committees may be created and abolished by the Chair. The Chair shall promptly inform the Board of any Special or Ad Hoc Committee created or abolished by the Chair. The provisions in these Bylaws that govern meetings, action without meetings, notice and quorum and voting requirements of the Board of Trustees apply to committees established by the Board. 3.1-2 Functions. 10 020502.313-2745674v2 309214958.5 Committees shall have and perform the functions set forth in these Bylaws or in any resolution of the Board. Committees created by the Chair shall have and perform the functions specified by the Chair. 3.1-3 Appointments. Except as otherwise provided in these Bylaws or by Board resolution, committee members shall be appointed by the Chair. Non-Board members are eligible to serve as full voting members of Board committees, except the Executive Committee. Unless otherwise provided, the Chair shall designate the chair and vice-chair of each committee, who shall each be a Trustee. Except as set forth in Section 3.1-4, each committee member shall hold office for a period of one year and until a successor is appointed or elected and qualified. 3.1-4 Resignation and Removal; Vacancies. A committee member may resign at any time by giving written notice to the Chair or to the chair of the committee. Such resignation shall be effective on the date specified in the resignation or upon receipt, if no date is specified. The Chair, subject to the approval of the Board, may remove any member of a committee for any reason. A vacancy shall be filled for the unexpired portion of the term in the same manner as the original appointment or election. 3.1-5 Meetings. Meetings of a committee may be called by the Chair, the chair of the committee or a majority of the Trustee members of the committee, pursuant to notice delivered personally or by any usual means of communication, including, but not limited to, mail, telex, facsimile, telephone, electronic mail or other form of electronic communication reasonably designed to inform the members of the time and place of the meeting. The attendance by a committee member at a meeting shall constitute a waiver of notice, unless the member attends for the express purpose of objecting to the meeting. A majority of the members of a committee, not counting the Chair, shall constitute a quorum for the transaction of business. The decision of a majority of the committee members at a meeting at which a quorum is present shall be the decision of the committee. Committees shall keep minutes and shall make recommendations and reports to the Board. 3.1-6 Meeting Attendance. Each committee member is expected to attend all meetings of all committees of which he or she is a voting member. The Board may remove from a committee any committee member who fails to attend two consecutive regular committee meetings per year and fails to show good cause when requested by the Chair. A committee member may participate in a meeting by or through the use of any means of communication by which all committee members participating in the meeting may simultaneously hear each other during the meeting. A committee member participating in a meeting by any such means of communication is deemed to be present in person at the meeting. 11 020502.313-2745674v2 309214958.5 3.2 STANDING COMMrabES 3.2-1 Designation of Standing Committees. The Standing Committees of the Board are: (1) Executive Committee (2) Finance Committee (3) Medical Care Review Committee (4) Human Resources Committee 3.2-2 Executive Committee. The Executive Committee shall consist of the Chair,the Vice Chair, the Secretary and the Treasurer. The Executive Committee shall meet not less often than six (6) times each calendar year. The Executive Committee shall have power to transact all regular business of the Hospital during the period between meetings of the Board of Trustees, subject to any prior limitation imposed by the Board of Trustees, and with the understanding that all matters of major importance will be reported to the Board of Trustees. The Executive Committee shall perform such other functions as are from time-to-time assigned by the Board. In addition to the foregoing functions, the Executive Committee shall have the following functions: (1) The Executive Committee shall function as the Audit Committee and shall recommend to the Board the engagement of independent accountants to perform an annual audit of the books and records of the Corporation and to prepare annual financial statements. The Executive Committee, as the Audit Committee, shall have the responsibility of reviewing the audited financial statements with the independent accountants prior to recommending final approval to the Board of Trustees. The purpose of such a review is to determine that the independent accountants are satisfied with the disclosure and content of the audited financial statements and to obtain sufficient information from the independent accountants to facilitate analysis of the audited financial statements submitted to the entire Board of Trustees. The Executive Committee shall also appraise the effectiveness of the audit effort and focus on those areas where either the Committee or the independent accountant believes special emphasis is desirable. The Committee shall determine through discussions with the independent accountants that no restrictions were placed by management on the scope of the examination or its implementation. The Committee shall inquire into the effectiveness of the Corporation's management of financial and accounting functions, through discussions with the independent accountants and appropriate officers of the Corporation. The Committee shall review reports prepared by the independent accountants discussing weaknesses in internal control, organizational structure and operating and containing recommendations to improve such weaknesses; and (2) The Executive Committee shall function as the Nomination and Governance Committee. The functions of the Nominating and Governance Committee are to 12 020502.313-2745674v2 309214958.5 (i)identify and recommend to the Board individuals qualified to become Trustees; (ii) assist the Board in conducting periodic evaluations of the performance of the Board of Trustees and Board committees; (iii) conduct periodic reviews of the Articles of Incorporation and Bylaws of the Corporation and make recommendations to the Board regarding any changes identified as a result of such reviews; and (iv) perform such other functions as are from time-to-time assigned by the Board. 3.2-3 Finance Committee. The Finance Committee shall consist of the Chair, three other members of the Board of Trustees and such others as are appointed by the Chair. The Finance Committee shall meet not less often than six (6) times each calendar year. At least one member of the Finance Committee shall be a person recognized as an expert in financial matters. The Vice President of Finance shall be an ex officio, non-voting member of the Finance Committee. The Finance Committee shall be responsible for supervising the management of all funds of the Hospital. It shall arrange for all funds to be properly deposited and invested. The Finance Committee shall cause to be prepared, and shall submit to the Board of Trustees for approval, an annual operating budget and capital budgets showing expected receipts, income and expenses for the ensuing fiscal year. The Finance Committee shall also examine periodic financial reports, including audited and unaudited financial statements, and shall perform such other functions as are from time-to-time assigned by the Board. 3.2-4 Medical Care Review Committee. The membership of the Medical Care Review Committee shall be established pursuant to the provisions of the Hospital's Performance Improvement Plans, and any amendments thereto, as shall be, from time-to-time, approved by the Board. The Medical Care Review Committee is a Medical Review Committee, as defined by North Carolina Law and by these Bylaws. The Medical Care Review Committee shall meet not less often than six (6) times each calendar year. The functions of the Medical Care Review Committee are (i) to review the Hospital's safety, quality improvement, risk management activities and Medical Staff performance improvement activities and to make reports and recommendations to the Board regarding such activities, (ii) to receive and consider reports and recommendations from the Medical Staff, (iii) to make recommendations to the Board concerning Medical Staff membership, credentialing, privilege delineation and corrective action matters, and to perform such other functions as are from time-to-time assigned by the Board. 3.2-5 Human Resources Committee. The Human Resources Committee shall consist of the Chair, two other members of the Board of Trustees and such others as are appointed by the Chair. The Human Resources Committee shall meet at least quarterly. The functions of the Human Resources Committee are to develop and establish board compensation philosophies for 13 020502.313-2745674v2 309214958.5 management and staff, provide oversight to executive compensation and bonuses,review and monitor employee satisfaction programs and outcomes, become educated about trends in board oversight for Human Resources, and establish and recommend to the board strategic human resources initiatives. Annually, the Human Resource Committee shall make recommendations to the board pertaining to methodologies assuring safety, adequacy and competency of staffing. ARTICLE IV. MEDICAL STAFF 4.1 ORGANIZATION The Board of Trustees, recognizing its responsibilities with respect to the competency of professionals practicing within the Hospital, has caused the physicians and dentists granted privileges to practice in the Hospital to organize their activities into a Medical Staff in conformity with Medical Staff Bylaws approved by the Board of Trustees. 4.2 BYLAWS,RULES AND REGULATIONS OF THE MEDICAL STAFF (a) The Medical Staff has developed and submitted to the Board of Trustees for approval Medical Staff Bylaws, Rules and Regulations. These Medical Staff Bylaws, Rules and Regulations shall be reviewed and updated as necessary and all revisions shall be forwarded to the Board of Trustees for ultimate approval. The Medical Staff Bylaws, Rules and Regulations and any amendments thereto or revisions thereof shall be effective upon Board approval. (b) The purpose of the Medical Staff is to provide a structure within which the Medical Staff may account to the Board for the quality of all professional services rendered within the Hospital by individuals privileged to render such services. The Medical Staff Bylaws additionally provide a structure for communication between the Medical Staff, Administration and the Board. (c) Each member of the Medical Staff shall have appropriate authority and responsibility for the care of his or her patients subject to limitations contained in these Bylaws and in the Medical Staff Bylaws, Rules and Regulations as approved by the Board of Trustees. 4.3 MEDICAL STAFF MEMBERSHIP AND CLINICAL PRIVILEGES 4.3-1 Action by the Board. Final action on all matters relating to Medical Staff membership, credentialing, delineation of clinical privileges and corrective action shall be taken by the Board. The Board has delegated to the Medical Staff the responsibility and authority to investigate and evaluate all matters relating to Medical Staff membership, credentialing, delineation of clinical privileges, peer review and corrective action, and the Medical Staff makes recommendations thereon to the Board, through the Medical Care Review Committee. In taking final action, the Board shall consider Medical Staff recommendations submitted 14 020502.313-2745674v2 309214958.5 pursuant to Section 4.3-2; provided, that the Board shall act in any event if the Medical Staff fails to adopt and submit any such recommendation within the time period required by the Medical Staff Bylaws. Such Board action without a Medical Staff recommendation shall be based on the same kind of documented investigation and evaluation of current ability, judgment and character as is required for Medical Staff membership, credentialing, privileging, peer review and corrective action recommendations. 4.3-2 Medical Staff Recommendations. The Medical Staff adopts and submits to the Board, through the Medical Care Review Committee, specific written recommendations on all matters relating to Medical Staff membership, credentialing, delineation of clinical privileges, peer review and corrective action. The Medical Staff supports and documents its recommendations in a manner that will allow the Medical Care Review Committee and the Board to take informed action. 4.3-3 Criteria for Board Action. In acting on matters relating to Medical Staff membership, credentialing, delineation of clinical privileges, peer review and corrective action, the Medical Care Review Committee and the Board shall consider the Medical Staff recommendations and supporting information, the needs of the Hospital and the community, and the criteria set forth in the Medical Staff Bylaws. 4.3-4 Terms and Conditions of Membership and Clinical Privileges. The terms and conditions of Medical Staff membership and the exercise of clinical privileges are specified in the Medical Staff Bylaws. Medical Staff membership and clinical privileges may not be limited or denied on the basis of sex, race, creed, color, religion or national origin. 4.3-5 Procedures. The procedures and mechanisms to be followed by the Medical Staff in acting on matters of Medical Staff membership, credentialing, clinical privileges, peer review and corrective action, are specified in the Medical Staff Bylaws, Rules and Regulations. 4.4 HEARING PROCEDURE Any recommendation of the Medical Staff or action taken by the Board which is adverse to a Practitioner shall entitle the Practitioner to a hearing in accordance with the hearing procedure set forth in the Medical Staff Bylaws. (The term "adverse" shall have the meaning assigned to it in the Medical Staff Bylaws). ARTICLE V. QUALITY OF PATIENT CARE 5.1 BOARD RESPONSIBILITY 15 020502.313-2745674v2 309214958.5 The Board, after considering the recommendations of administration, the Medical Care Review Committee, the Medical Staff, and other professionals providing patient care services (including, when appropriate, the nursing staff), has required administration and the Medical Staff to perform specific review and evaluation activities to measure, assess, and improve the overall quality and efficiency of clinical and patient care services. The Board, through the President, shall provide whatever administrative assistance is reasonably necessary to support and facilitate the efficient accomplishment of these review and evaluation activities. 5.2 ACCOUNTABILITY OF ADMINISTRATION, THE MEDICAL STAFF AND OTHER PROFESSIONALS The Board shall hold the Medical Staff accountable for the effective performance of the functions set forth in the Medical Staff Bylaws, Rules and Regulations, including without limitation, the credentialing, performance improvement, peer review, utilization review and continuing medical education functions. The Board shall hold administration accountable for developing, implementing, carrying-out and monitoring a performance improvement plan. Administration shall develop, implement and monitor a system to periodically assess the ability of each clinical employee to meet the performance expectations of his or her job. 5.3 DOCUMENTATION The Board shall require administration and the Medical Staff to document and report to the Board, through the Medical Care Review Committee, a summary of all findings and recommendations arising out of the activities described in Sections 5.1 and 5.2. All such findings and recommendations shall be in writing, signed by the persons responsible for conducting the activities, and supported and accompanied by reliable documentation. The Medical Care Review Committee and the Board shall receive, consider and act as each deems appropriate on such findings and recommendations. ARTICLE VI. GENERAL PROVISIONS 6.1 CONFLICTS OF INTEREST 6.1-1 Disclosure of Potential Conflicts. Any Trustee, officer, or employee of the Corporation, or any member of a committee of the Board, having a direct or indirect interest in, or having a close relative with a direct or indirect interest in, a contract, transaction or other matter presented to the Board or a committee of the Board for discussion, authorization, approval or ratification shall give prompt, full and frank disclosure of such interest to the Board or committee prior to consideration of such contract or transaction. (For the purposes of this Section 6.1-1, the term "close relative" means a person's spouse, child, sibling or parent.) 6.1-2 Determination if Conflict of Interest Exists. 16 020502.313-2745674v2 309214958.5 The body to which such disclosure is made shall thereupon determine, by majority vote, whether a conflict of interest exists or can reasonably be found to exist. 6.1-3 Consideration of Alternatives. If a conflict of interest is determined to exist, the Board or the Committee shall attempt to identify and pursue alternatives to the proposed contract or transaction, including the consideration of other contractors, which would not involve a conflict of interest. Only if the Board or the Committee determines that it is unable to obtain a more advantageous alternative and that, despite the conflict of interest, the originally proposed contract or transaction is in the Corporation's best interest, may the originally proposed contract or transaction be approved by the Board or favorably recommended to the Board by the Committee. Notwithstanding the foregoing sentence, however, the Board may not approve, and the Corporation may not undertake, a transaction or contract which is in violation of N.C.G.S. §55A-8-31. 6.1-4 Person With Conflict of Interest Shall Not Participate. The person with the potential conflict of interest shall not be present during or participate in the discussions or deliberations, or vote on, or use personal influence with respect to, the determination of whether a conflict of interest exists or, if a conflict of interest is found to exist, with respect to the contract or transaction in question or any alternatives being considered. Such person also may not be counted in determining the existence of a quorum at any meeting where the contract or transaction or alternatives are under discussion or being voted upon, and shall not be present, unless requested by the Chair or a majority of the Board, during any closed session discussions with respect to the contracts, transactions or alternatives under consideration. 6.1-5 Minutes. The minutes of all meetings relating to the determination of a conflict of interest and the contract or transaction and alternatives under consideration shall reflect the disclosure made, the vote or votes thereon and, where applicable, any abstention from voting and participation, and whether a quorum was present. 6.1-6 Procedures for Identifying Conflicts of Interest. The Board shall adopt procedures for identifying actual, apparent and potential conflicts of interest. Such procedures shall include a requirement for filing annual conflict of interest disclosure statements with the Secretary. 6.2 INDEMNIFICATION The Corporation shall have the power to indemnify any present or former Trustee, officer, employee or agent, or any Medical Staff member engaged in Corporation business through service on committees of the Board or committees of the Medical Staff, or otherwise, or any person who may have served at the request of the Corporation as a Trustee, director or officer of another corporation, partnership, joint venture, director or 17 020502.313-2745674x2 309214958.5 other enterprise (hereinafter, the "Official"), against liabilities and reasonable litigation expenses (including attorneys' fees) incurred by the Official in connection with any action, suit or proceeding in which the Official is made or threatened to be made a party by reason of being or having been an Official, except in relation to matters as to which the Official shall be finally adjudged in such action, suit or proceeding to have acted in bad faith or to have been liable or guilty by reason of willful misconduct in the performance of the Official's duties. Such indemnification shall not be deemed exclusive of any other rights to which the Official may be entitled under the applicable Board resolution, these Bylaws or any agreement, vote of the Board or the Executive Committee, insurance purchased by the Corporation, North Carolina General Statutes or otherwise. 6.3 OTHER ORGANIZATIONS The Board previously authorized and approved the formation of the Betsy Johnson Hospital Auxiliary and the Harnett Health System Foundation and may authorize the formation of other organizations to assist in the fulfillment of the purposes of the Corporation. The articles of incorporation, if any, bylaws, rules and regulations and amendments thereto of each such organization shall be subject to Board approval and shall not be inconsistent with these Bylaws or the standing rules of the Board. 6.4 CORPORATE SEAL The Board shall provide for a corporate seal in such form and with such inscription as it shall determine. 6.5 WAIVER OF NOTICE Whenever any notice is required to be given under the provisions of any applicable law or these Bylaws, a waiver thereof in writing signed by the person entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice where such waiver is permitted by law. All such waivers shall be filed with the corporate records, or be made a part of the minutes of the relevant meeting. 6.6 PROCEDURE The Board and Committees of the Board may adopt rules of procedure which shall not be inconsistent with these Bylaws. 6.7 FISCAL YEAR The fiscal year of the Corporation shall begin on October 1 of each year and end on September 30 of the following year. 6.8 CONSTRUCTION OF TERMS AND HEADINGS 18 020502.313-2745674v2 309214958.5 Words used in these Bylaws shall be read as the singular or plural, as the context requires. The captions or headings in these Bylaws are for convenience only and are not intended to limit or define the scope or effect of any provision of these Bylaws. ARTICLE VII. AMENDMENT TO BYLAWS AND ARTICLES OF INCORPORATION Subject to such approval as may be required in the Articles of Incorporation of the Corporation, and these Bylaws (including Exhibit A), and pursuant to applicable law, including the North Carolina Nonprofit Corporation Act, as amended (including approval by CFVHS and by any person or persons other than the Board of Trustees), these Bylaws and the Articles of Incorporation may be amended or repealed and new Bylaws and amended Articles of Incorporation may be adopted by the affirmative vote of a majority of the Trustees at a meeting at which a quorum is present to consider such amendment, upon five (5) days' prior notice of the meeting, delivered personally or by any usual means of communication, including, but not limited to, mail, telex, facsimile, telephone, electronic mail or other form of electronic communication,which notice shall state that the purpose of the meeting is to consider a proposed amendment and which shall contain, attach a copy of, or state the nature of, the proposed amendment. 19 020502.313-2745674v2 309214958.5 CERTIFICATION The undersigned, being the Secretary of Harnett Health System, Inc. (the "Corporation"), hereby certifies that the foregoing document, consisting of twenty (20) pages (including this page), is a true, correct and complete copy of the Fourth Amended and Restated Bylaws of the Corporation, which were initially adopted by the Board of Trustees of the Corporation in February 1983, and were last amended and restated in their entirety by the Board of Trustees of the Corporation effective on I ], 2021. This the_day of 2021. (SEAL) , Secretary • 309214958.5 EXHIBIT A RESERVED POWERS CFVHS, as the sole member of the Corporation, shall have the following reserved powers: (i) Appoint (including to fill a vacancy) and remove, with or without cause, members of the Board, subject to the number and composition requirements set forth in Article I, Section 1.2; (ii) Appoint(including to fill a vacancy)and remove,with or without cause,the Chair and Vice Chair of the Board and the President of the Corporation; (iii) Approve and/or require the adoption of amendments to the Articles of Incorporation or Bylaws of the Corporation or any subsidiary or affiliate of the Corporation; (iv) Approve and/or require the establishment, acquisition, divestiture, dissolution, closure, merger, consolidation, change in corporate membership, joint venture, partnership, affiliation or corporate reorganization of the Corporation or any subsidiary or affiliate of the Corporation; (v) Approve and adopt the strategic plan and any amendments thereto,including any individual initiatives or arrangements, such as a new service or contractual arrangement deemed by the CFVHS to be of strategic importance for the Corporation and any subsidiary or affiliate of the Corporation; (vi) Approve and/or require the incurrence of any debt, including the issuance of any bonds, proposed by the Corporation or any subsidiary or affiliate of the Corporation in excess of $ ; (vii) Approve and/or require the approval of contracts or loans obligating the Corporation to expend or repay an amount in excess of$ (viii) Approve and/or require the sale, lease,exchange, mortgage,pledge,transfer,encumbrance or other disposition of property and assets of the Corporation in excess of$ (ix) Approve and adopt the capital budget, operating budget, financial plans and any amendments thereto for the Corporation and any subsidiary or affiliate of the Corporation; (x) Approve and/or require the adoption of a managed care policy for the Corporation and any subsidiary or affiliate of the Corporation, including network participation, participation in any managed care agreement and participation in any other health care service arrangements; 309214958.5 2 (xi) Appoint and remove auditors, attorneys and other professional advisors for the Corporation and any subsidiary or affiliate of the Corporation; (xii) Develop, approve and/or require the adoption of medical staff quality assurance standards, utilization review standards, criteria, policies and procedures for the Corporation and any subsidiary or affiliate of the Corporation; (xiii) Approve and/or require the adoption of any action to change the Corporation from a general, acute care community hospital or to close service lines or the Corporation's current locations; and (xiv) Approve each annual list of proposed donors and amounts of donations or grants not included in the annual budget, and make proposals to deviate therefrom throughout each year in excess of$ 309214958.5 The undersigned hereby certifies the foregoing to be a true, correct and complete copy of the Resolutions adopted by the Board of Commissioners on March 15, 2021. This, the Li day of March, 2021. I1 ,J�V d o"'"7,r, ATTEST: -oP - `, `� aunty, j .. Kt • r . /1( - . A—. .....f):; ..iii 1 '5:' ' , dOLAZAK "jerk y [ 1 ':, ci ` Chairman of the Board of Commissioners [Signature Page to Resolutions of Harnett County Commissioners] 309257458.7