Elizabeth Seton Pediatric Center

“The sole member of the center is sisters of charity ministry network, inc.”

“The sole member, sisters of charity ministry network, inc. Reserves the right to elect board of directors.”

“In addition to its other powers and responsibilities established by law, by the certificate of incorporation of the center and by these bylaws, the member shall have the following reserved powers: (a)any change in the general character of the center; (b)election of the board of directors; (c)removal of any director with or without cause; (d)amendment of the certificate of incorporation of the center, or amendment or repeal of these bylaws; (e)adoption, amendment or repeal of any plan of dissolution, merger or consolidation; (f)approval of the purchase, sale, mortgage or lease of the center's real property; and (g)approval of a sale of all or substantially all of the center's assets.”

“The board of directors have assigned the responsibility to review and approve the form 990 to the audit committee. The audit committee is comprised of five independent directors, one of which is deemed to be the financial expert and others who are knowledgeable in financial and compliance matters. A draft form 990 is prepared by an outside accounting firm. The audit committee received an electronic draft of the form 990 with schedule b redacted prior to a scheduled meeting item. The audit committee members' questions relating to the form 990 contents are discussed with financial management and any audit committee member questions must be resolved prior to the audit committee approval for the form 990 to be filed. An electronic copy of the approved final form 990 is provided to the board/governing body prior to it being submitted to the irs.”

“Elizabeth seton pediatric center requires that its directors, officers and employees make decisions solely on the basis of a desire to promote the best interest of the organization. Similarly, the pediatric center directors, officers and employees are prohibited from using their respective positions with the organization or information obtained relating to the organization in order to achieve a direct or indirect personal benefit, financial or otherwise. A potential conflict of interest will be deemed to occur when an individual's personal or private interest might lead an independent observer to reasonably question whether the individual's actions or decisions on behalf of the organization are influenced by personal considerations, financial or otherwise. An actual conflict of interest will be deemed to occur where it reasonably appears that decisions made on behalf of the organization by a director, officer, or employee were influenced by the director, officer or employee's direct or indirect personal or financial interest in an entity that transacts business with or competes against the pediatric center, or receipts of gifts, entertainment or favors from any individual or entity that does business with or competes against the pediatric center. The pediatric center requires that proposed compensation arrangements for all directors, officers, and key employees and all proposed initial or renewal contracts and transactions that may implicate the personal or financial interest of any of its directors, officers, employees or their immediate families be reviewed and duly authorized by the board of directors. All compensation arrangements will be in compliance with the pediatric center's policies and mission and applicable laws, including but not limited to the tax and other requirements relevant to tax-exempt organizations. Any time a transaction, contract, or compensation arrangement that may give rise to a conflict of interest is scheduled to come before the board of directors, each director, officer or employee who may have a conflict of interest must make known the interest that gives rise to the conflict, whether by written statement or otherwise, and disclose all material facts about the conflict. After disclosure of the interest and all material facts about the conflict, and after any discussion, the director, officer, or employee must leave the meeting while the remaining directors discuss the information and make a determination if a conflict of interest exists. The minutes of the meeting will reflect that a disclosure was made and the director, officer or employees were absent during the discussion and any voting transaction, contract or compensation arrangement. The chairperson of the board will appoint a disinterested person or committee to investigate and report to the board of directors alternatives to the proposed transaction, contract, or compensation arrangement. Based on the information furnished by the disinterested person or committee, the board of directors will make a determination of whether the pediatric center can obtain more advantageous transactions or more reasonable arrangements from an entity or person that would give rise to a conflict of interest. If the board has a reasonable cause to believe that a director, officer, or employee has failed to disclose a conflict of interest, it will inform the individual of the basis for the belief and afford the individual an opportunity to explain the failure to disclose. The board may take whatever follow-up actions it deems necessary and at its option, may void a transaction, contract or arrangement where a conflict of interest exists that has not been disclosed. Any director, officer or employee who finds or suspects a violation of this policy must immediately report the conduct to a supervisor or the compliance officer. Any employee or agent may report conduct that may be in violation of this policy through the pediatric center's confidential reporting syst”

“Executive compensation, including salary, bonuses, and benefits, for the officers and other key employees are reviewed and recommended by a sub-committee of the board of directors. No member of the sub-committee will participate in or economically benefit from the proposed compensation arrangement or be a family member of the employee, or be in an employment relationship with respect to the particular employee under which the member is subject to direction or control by the employee, or have a material financial interest that will be affected by the proposed compensation package, or receive economic benefits that are subject to approval by the employee. Recommendations are furnished to the vp of talent management for review and processing. Prior to making its decision, the sub-committee obtains relevant information sufficient for determining that the compensation arrangement in its entirety is reasonable, such as the compensation package of similarly situated tax-exempt or taxable organization package of similar positions, the availability of similar services in the geographic area, current compensation surveys compiled by independent firms, or actual written offers from similar institutions for the services of the employee. The subcommittee accurately records minutes and documents the determination of any key employee compensation package before the latter of the next sub-committee or 60 days after the final action is taken. The documentation includes the terms of the compensation package and the date it was approved, the name of the sub-committee members who were present during the discussion and those who voted in the arrangement with the compensation rate, the comparable data obtained, and relied upon by the sub-committee, and how the data was obtained, any actions taken with respect to consideration of the transaction by anyone who is a regular member of the sub-committee but who had a conflict of interest and removed himself from the actions of the sub-committee, and if applicable, the reason why the sub-committee determined a reasonable compensation rate to be higher or lower than the compensation package of comparable public charities. No compensation of any kind shall be paid to elizabeth seton's board of directors. An independent third party consultant was engaged to perform the executive compensation review, present findings to the compensation committee of the board. The independent executive compensation review is performed periodically.”

“The organization makes its form 990 available for public inspection as required under section 6104 of the internal revenue code. The return is posted on guidestar.org and other similar types of websites. In addition, the financial statements, conflict of interest policy, articles of incorporation, form 990, governing documents and by-laws are also available upon written request.”

“The organization has a committee that assumes responsibility for oversight of the audit of its financial statements and selection of an independent accountant. This process did not change from the prior year.”