Saint Raphael Healthcare System Inc

“Saint Raphael Healthcare System, Inc. is a membership corporation. The Membership of the System consists of: the Archbishop of the Archdiocese of Hartford, the General Superior of the Congregation of the Sisters of Charity of Saint Elizabeth, three additional Sisters of Charity, and the President of the System.”

“The Members have the right to: elect Trustees of the System (who do not serve in an ex officio position) and to fill any vacancy occuring in positions on the Board of Trustees (other than ex officio positions) including a vacancy resulting from an increase in the number of Trustees.”

“The following rights and powers are reserved to the Members of the System: >To acquire, alienate or convey the real property or endowment funds of the System having a value of $3,000,000 or more, or to place a mortgage on such property or funds in the amount of $3,000,000 or more. >To dispose of all or substantially all of the physical assets of the System and to approve the merger or consolidation of the System. >To borrow money and issue evidences of indebtedness in connection with the activities of the System in the amount $3,000,000 or more, if such borrowings are to secured by mortgage, pledge or other lien on the System's real property or endowment funds. >To organize or direct the organization of any corporation or other entity in which the System will be a member or shareholder or have an equity interest greater than $1,000,000. >To dispose of stock or other equity interest of a corporation or other entity controlled by the System. >To elect Trustees who do not serve in an ex officio capacity of the System and to elect trustees who do not serve as in an ex officio capacity of each affiliated corporation. >To fill any vacany occurring in positions on the Board of Trustees, other than ex officio positions. >To amend the Certificate of Incorporation and Bylaws of the System. >To appoint and remove the President of the System. >To exercise any right specifically reserved to them in the certificate of incorporation of a subsidiary corporation controlled by the System.”

“The governing body reviewed key elements of the Form 990 prior to submission.”

“Trustees, officers and key employees are required to complete the conflict of interest questionaire on an annual basis. Results of the questionaire are reviewed annually by the executive committee.”

“Compensation of the organization's chief executive officer and chief financial officer are determined by the Compensation Committee of the Board of Trustees (utilizing an independent compensation consultant in conjunction with a compensation survey of the relevant marketplace). The Compensation Committee maintains minutes of its meetings. The chief executive officer and chief financial officer are employed with a written employment contract.”

“The organization makes its governing documents and conflict of interest policy available to the public upon request.”

“Hours reported for volunteer trustees are the estimated hours per week that the volunteer trustees contribute to this and all other related exempt organizations, not necessarily equally but in the proportion required, for which they receive no compensation. Related exempt organizations included Saint Raphael Healthcare System, Inc. (06-1157542), and Hospital of Saint Raphael (06-0653171).”

“Revenues over Expenses in Liquidation 6. Equity Transfer from Saint Raphael Foundation, Inc. 20756621. Equity Transfer from Hospital of Saint Raphael 4703275. Reclassification to liabilities subject to regulatory determination -23375206.”

“The Attorney General of the State of Connecticut has reviewed all restrictions on temporarily and permanently restricted funds and a cy-pres action in Connecticut Superior Court has been completed for some of these restricted amounts. Upon dissolution of Saint Raphael Foundation, Inc. (EIN: 51-0140710) and upon merger of Hospital of Saint Raphael (EIN: 06-0653171), restricted assets were transferred to Saint Raphael Healthcare System, Inc. On October 21, 2014 the majority of these restricted assets were ultimately transferred to Yale-New Haven Hospital by Saint Raphael Healthcare System, Inc. There is one trust agreement as of the filing date of this return where the final disposition of restricted amounts has not been determined; while the expectation is that these funds will ultimately transition to Yale-New Haven Hospital, it is possible that some of these funds could be directed elsewhere.”