exhibits-94

Any assets not so disposed shall be disposed of by the attorney general or a court
of competent jurisdiction exclusively to one or more corporations, trusts, funds or

other organizations as the attorney general or said court shall determine, which at
the time are exempt from federal income tax as organizations described in Section
501 (c)(3) of the Code and which are organized and operated exclusively for such
purposes. No private individual shall share in the distribution of any Corporation
assets upon dissolution of the Corporation.
NlNTH: St. Peter's Partners' sole member is Health rights

powers related to the Corporation are reserved to St. Peter's Health Partners and
Trinity Health under the Corporation's Governance Documents. Action by the
Corporation shall not be taken or authorized until St. Peter's Health Partners and
Trinity Health, as required, shall have exercised their respective reserved powers
in the manner provided in the Governance Documents.
The following powers are reserved to St. Peter's Health Partners and Trinity
Health:
(a) As reserved to St. Peter's Health Partners:
(i) Approve the amendment or restatement of the Certificate of

Incorporation and Bylaws of the Corporation, in-whole or in part,
and recommend the same to Trinity Health for adoption;
(ii) Appoint and remove members of the Corporation's Board of

Directors;
(iii) Elect and remove the President and Chief Executive Officer of the
Corporation;
(iv) Approve the strategic plan of the Corporation, and if required by

the System Authority Matrix, recommend the same to Trinity
Health for adoption as part of the consolidated strategic plan of St.
Peter's Health Partners, provided that such right of adoption shall
not permit Trinity Health to exercise any of the governance
authority prohibited under applicable regulations unless Trinity
Health has received establishment approval from the New York
State Public Health and Health Planning Council;
(v) Approve those Significant Finance Matters which pursuant to the

System Authority Matrix are subject to the authority of St. Peter's
Health Partners, including the incurrence of debt, and if required
by the System Authority Matrix, recommend the same to Trinity
Health for adoption and authorization, provided that such right of
adoption and authorization shall not permit Trinity Health to
exercise any of the governance authority prohibited under
applicable regulations unless Trinity Health has received
5 SAMARJTAN HOSPITAL OF TROY, NEW YORK

establishment approval from the New York State Public Health
and Health Planning Council;
(vi) Approve the annual operating and capital budgets of the

Corporation, and recommend the same to Trinity Health for
adoption as part of the consolidated operating and capital budgets
of St. Peter's Health Partners, provided that such right of adoption
shall not permit Trinity Health to exercise any of the governance
authority prohibited under applicable regulations unless Trinity
Health has received establishment approval from the New York
State Public Health and Health Planning Council;
(vii) Conduct financial planning and monitor and assure long~term

financial performance of the Corporation;
(viii) Approve any merger, consolidation, transfer or relinquishment of

membership rights, or the sale of all or substantially all of the
operating assets of the Corporation (certain transactions and
transfers of real property and immovable goods may also be
subject to the approval of Catholic Health Ministries), and if
required by the System Authority Matrix, recommend the same to
Trinity Health for adoption and authorization;
(ix) Approve any dissolution, winding up or abandonment of

operations, liquidation, filing of action in bankruptcy, receivership
or similar action affecting the Corporation, and if required by the
System Authority Matrix, recommend the same to Trinity Health
for adoption and authorization;
(x) Approve any formation or dissolution of Affiliates, partnerships,

cosponsorships, joint membership arrangements, and other joint
ventures involving the Corporation, and if required by the System
Authority Matrix, recommend the same to Trinity Health for
adoption and authorization;
(xi) Approve any pledge or encumbrance of assets whether pursuant to

a sale, capital lease, mortgage, disposition, hypothecation, or other
transaction in excess of limits established by Trinity Health
(pledges or encumbrances of certain real property and immovable
goods may also be subject to the approval of Catholic Health
Ministries), and if required by the System Authority Matrix,
recommend the same to Trinity Health for adoption and
authorization;
(xii) Approve any change to the structure or operations of the

Corporation which would affect its. status as a nonprofit entity,
exempt from taxation under Section 501(c)(3) of the Internal
6 SAMARITAN HOSPITAL OF TROY, NEW YORK

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Any assets not so disposed shall be disposed of by the attorney general or a court

of competent jurisdiction exclusively to one or more corporations, trusts, funds or

NlNTH: St. Peter's Partners' sole member is Health rights

(a) As reserved to St. Peter's Health Partners:

(i) Approve the amendment or restatement of the Certificate of

(ii) Appoint and remove members of the Corporation's Board of

(iv) Approve the strategic plan of the Corporation, and if required by

(v) Approve those Significant Finance Matters which pursuant to the

5 SAMARJTAN HOSPITAL OF TROY, NEW YORK

(vi) Approve the annual operating and capital budgets of the

(vii) Conduct financial planning and monitor and assure long~term

(viii) Approve any merger, consolidation, transfer or relinquishment of

(ix) Approve any dissolution, winding up or abandonment of

(x) Approve any formation or dissolution of Affiliates, partnerships,

(xi) Approve any pledge or encumbrance of assets whether pursuant to

(xii) Approve any change to the structure or operations of the

6 SAMARITAN HOSPITAL OF TROY, NEW YORK

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