St Elizabeth Medical Center

“Mohawk valley health system and partners in franciscan ministries, inc.”

“Reserved powers to mohawk valley health system ("mvhs"): in addition to all other rights and powers of membership prescribed by new york law, the certificate of incorporation and/or the bylaws of the corporation, the following governance and management powers shall be delegated to mvhs to the extent permitted by the new york not-for-profit corporation law: (1) except as otherwise set forth herein, to approve and interpret the statement of mission and philosophy adopted by the corporation, to require that the corporation operate in conformance with its mission and philosophy and to coordinate the missions, visions, activities and resources of the corporation in order to promote high quality, efficient and effective health care services in oneida county, new york, and surrounding areas. Notwithstanding the foregoing, mvhs shall not have the power to approve or interpret those elements of the corporation's mission and philosophy that relate specifically to its status as a catholic organization or the pursuit of the corporation's catholic mission and philosophy; (2) to elect or appoint, fix the number of, and remove, with or without cause, the directors of the corporation, and to appoint and remove, with or without cause, the president/chief executive officer of the corporation. Notwithstanding the foregoing, pfm shall be entitled to appoint and remove, with or without cause, the one additional director designated by pfm to the corporation's board of directors; (3) to amend or repeal the certificate and bylaws, and to adopt any new or restated certificate of incorporation or bylaws, of the corporation; (4) to approve any plan of merger, consolidation, dissolution or liquidation of the corporation; (5) to approve the debt of the corporation in excess of an amount to be fixed from time to time by mvhs; (6) to approve the sale, acquisition, lease, transfer, mortgage, guarantee or pledge of real or personal property of the corporation in excess of an amount to be fixed from time to time by mvhs. Notwithstanding the foregoing, the approval of pfm shall be required for the sale, transfer, mortgage, guarantee, pledge or other alienation of real or personal property of the corporation in excess of an amount to be fixed from time to time by pfm, to meet the requirements of the united states conference of catholic bishops; (7) to approve the capital and operating budgets of the corporation; (8) to approve settlements of litigation when such settlements exceed applicable insurance coverage or the amount of any applicable self-insurance fund available to such corporation; (9) to approve any corporate reorganization of the corporation and the establishment, merger, consolidation, reorganization or dissolution of any organizational relationship of the corporation, including but not limited to subsidiary corporations, partnerships, or joint ventures of the corporation; (10) to approve and coordinate the strategic plans of the corporation; (11) to the extent applicable, to approve all contracts of reimbursement for the corporation from governmental or private third party insurers; (12) to the extent applicable, to approve all applications of the corporation to federal or state governmental agencies for establishment or operating licensure, including but not limited to certificate of need applications to the new york state department of health as required; (13) to the extent applicable, to approve management contracts for the corporation subject to approval and/or regulation under the laws and regulations of the state of new york; (14) to approve any material change in the services offered by the corporation; (15) to require the corporation to participate in any and all programs and services, as determined by mvhs in its discretion, provided, however, that mvhs may not require corporation to participate in any program or service or take any action that would constitute a default or event of default under any mortgage, indenture or other material a”

“Reserved powers to mohawk valley health system ("mvhs"): in addition to all other rights and powers of membership prescribed by new york law, the certificate of incorporation and/or the bylaws of the corporation, the following governance and management powers shall be delegated to mvhs to the extent permitted by the new york not-for-profit corporation law: (1) except as otherwise set forth herein, to approve and interpret the statement of mission and philosophy adopted by the corporation, to require that the corporation operate in conformance with its mission and philosophy and to coordinate the missions, visions, activities and resources of the corporation in order to promote high quality, efficient and effective health care services in oneida county, new york, and surrounding areas. Notwithstanding the foregoing, mvhs shall not have the power to approve or interpret those elements of the corporation's mission and philosophy that relate specifically to its status as a catholic organization or the pursuit of the corporation's catholic mission and philosophy; (2) to elect or appoint, fix the number of, and remove, with or without cause, the directors of the corporation, and to appoint and remove, with or without cause, the president/chief executive officer of the corporation. Notwithstanding the foregoing, pfm shall be entitled to appoint and remove, with or without cause, the one additional director designated by pfm to the corporation's board of directors; (3) to amend or repeal the certificate and bylaws, and to adopt any new or restated certificate of incorporation or bylaws, of the corporation; (4) to approve any plan of merger, consolidation, dissolution or liquidation of the corporation; (5) to approve the debt of the corporation in excess of an amount to be fixed from time to time by mvhs; (6) to approve the sale, acquisition, lease, transfer, mortgage, guarantee or pledge of real or personal property of the corporation in excess of an amount to be fixed from time to time by mvhs. Notwithstanding the foregoing, the approval of pfm shall be required for the sale, transfer, mortgage, guarantee, pledge or other alienation of real or personal property of the corporation in excess of an amount to be fixed from time to time by pfm, to meet the requirements of the united states conference of catholic bishops; (7) to approve the capital and operating budgets of the corporation; (8) to approve settlements of litigation when such settlements exceed applicable insurance coverage or the amount of any applicable self-insurance fund available to such corporation; (9) to approve any corporate reorganization of the corporation and the establishment, merger, consolidation, reorganization or dissolution of any organizational relationship of the corporation, including but not limited to subsidiary corporations, partnerships, or joint ventures of the corporation; (10) to approve and coordinate the strategic plans of the corporation; (11) to the extent applicable, to approve all contracts of reimbursement for the corporation from governmental or private third party insurers; (12) to the extent applicable, to approve all applications of the corporation to federal or state governmental agencies for establishment or operating licensure, including but not limited to certificate of need applications to the new york state department of health as required; (13) to the extent applicable, to approve management contracts for the corporation subject to approval and/or regulation under the laws and regulations of the state of new york; (14) to approve any material change in the services offered by the corporation; (15) to require the corporation to participate in any and all programs and services, as determined by mvhs in its discretion, provided, however, that mvhs may not require corporation to participate in any program or service or take any action that would constitute a default or event of default under any mortgage, indenture or other material a”

“Information is gathered from the accounting and payroll departments, which is used by the senior accountant to prepare worksheets used to populate the form 990. Members of an external audit and tax firm (currently fust charles chambers llp) initially discuss, prepare and review the return with the senior accountant. The semc management team reviews the draft and has the opportunity to ask questions and discuss the return with the tax staff. After the management team's approval, the form 990 is distributed to the governing body for their review and comment prior to the filing of the form 990.”

“Conflict of interest policy: the purpose of the policies and directives set out in this policy statement is to assure that the business conducted by the organization is conducted free from the possible influence of conflicts of interest of interested persons. This policy exists to protect the organizations interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an interested person in the organization. Interested persons may not enter into any employment transaction or other arrangement that may cause or be perceived to cause a conflict of interest. Interested persons duty to disclose should be on-going and must review this policy annually and complete the acknowledgement and disclosure form annually. The compliance officer and/or the compliance committee will review all annual acknowledgement and disclosure forms and any conflicts or potential conflicts identified. When a potential conflict is identified, the compliance officer will ensure appropriate actions are taken to resolve the conflict. This policy is intended to supplement but not replace any applicable federal and state laws governing conflicts of interest applicable to nonprofit and charitable corporations.”

“The board of directors has established an executive compensation committee, which is responsible for reviewing the adequacy and reasonableness of the compensation paid to the president/ceo and other employees of the executive leadership team. The executive leadership team consists of the following positions: - president/ceo - svp/ cfo - svp/cno - svp/ cio - svp/ chro - svp/marketing & strategy - svp/chief legal counsel - svp/ physician practices & operations - svp/ chief quality & patient safety officer on an annual basis, the committee is responsible for (1) reviewing and recommending to the board chair the ceo's compensation, including salary, incentives, benefits and other prerequisites, for final approval by the board (2) reviewing the compensation of all other employees of the executive leadership team, as recommended by the ceo. The adequacy and reasonableness of all executive compensation is assessed through independent compensation consultants, which conduct market reviews using benchmarking data for comparable positions in similarly situated hospitals. This assessment is provided and reviewed by the executive compensation committee on an annual basis. The independence of the committee members is reviewed and verified prior to the start of the annual compensation review process. Should a conflict present, those individuals with actual or perceived conflicts abstain from voting until such time as the conflict can be resolved or a replacement member ins appointed to the committee. The committee's deliberations and discussions are guided by a written compensation philosophy and documented through written minutes taken during each meeting. The minutes include, among other things, the written materials distributed or presented during the meeting and the specific decisions taken at the meeting.”

“Public disclosure the governing documents, conflict of interest policy, and financial statements are available upon request. The organization's form 990 is posted on www.guidestar.org.”

“Sechs salary is paid through the related organization, mvhs, inc (ein#16-1576637) master payroll file. No w-2's are submitted under sechs but they are submitted and reported on form 990, schedule o for mvhs, inc.”

“Professional fees: program service expenses 60,805. Management and general expenses 182,414. Fundraising expenses 0. Total expenses 243,219. Service contracts: program service expenses 29,126. Management and general expenses 87,378. Fundraising expenses 0. Total expenses 116,504.”

“2023 salary true up: program service expenses 0. Management and general expenses -1,050,401. Fundraising expenses 0. Total expenses -1,050,401.”

“Sechs change in foundation's net assets 479,313. Pension related changes other other than net periodic pension cost 5,798,820. Other components of periodic benefit cost 1,164,920.”