Good Shepherd Hospice Inc

“The executive committee, made up of the president and ceo, cfo and chief medical officer, the vice chairperson of the board and the secretary, shall carry out the work of the board of directors between meetings and at meetings and make recommendations to the board of directors for its action. The executive committee shall have all the authority of the board of directors except as may be limited by florida law and subject to the approval of the sole member.”

“The organization has a sole member, chapters health system, inc. That both elects the members of the governing body of good shepherd hospice, inc. And also approves certain significant decisions made by the governing body of good shepherd hospice, inc.”

“The organization's sole member, chapters health system, inc., nominates and elects the members of the organization's board of directors and may appoint replacement directors when vacancy occurs.”

“Without the written approval of the organization's sole member, chapters health system, inc., the organization's governing body is not permitted to: (1) sell, lease, or dispose of assets, merge, combine or reorganize with any other entity, convert the organization's corporate structure to another form or enter into any management services agreement; (2) enter into any loan facility, borrow any funds or pledge or hypothecate any or all of its assets as security for any borrowing; (3) change the character or nature of the organization's business to something other than the operation of a hospice; (4) remove or appoint the president and ceo of the organization; (5) execute any deed, mortgage, note or bond; (6) adopt or amend the annual operating and/or capital budgets proposed by the president and ceo and the management of the organization; (7) make any contribution or distribution of assets or property to any person; (8) dissolve, liquidate or otherwise cause the organization to cease to exist as a florida not-for-profit corporation which is exempt from taxation under section 501(c)(3) of the internal revenue code; (9) form any subsidiary corporation; or (10) acquire, enjoy, utilize, and dispose of patents, copyrights, and trademarks and any licenses and other rights or interests thereunder or therein.”

“The organization retains an independent tax advisor to assist management in the preparation and review of its irs form 990. Prior to filing the return, management and the independent tax advisor review the return and all required schedules with the compensation committee of the board of directors. The compensation committee is composed of independent directors of the company. Upon completion of its review, the compensation committee recommends to the executive committee of the board of directors that management be authorized to sign and file the return. Under the company's by laws the executive committee has the authority to take this action on behalf of the board of directors. A copy of the form 990 is provided to the full board prior to filing with the irs and the executive committee reports its activities to the board of directors on a quarterly basis.”

“Annually, each officer, director and key employee signs an acknowledgement and disclosure form attesting that they have read the conflict of interest policy and agreeing to comply fully with its terms and conditions during their services with chapters health system, inc. (chs) and affiliates. They further agree that if, at any time subsequent to the submission of the disclosure form, they become aware of any actual or potential conflict of interest or the information previously submitted becomes inaccurate or incomplete, they will promptly notify the chs board of directors, the president and ceo of chapters health system, inc. And the good shepherd hospice board of directors. Determination of and remedies for conflicts of interest 1. Disclosure. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of his or her financial interest and must be given the opportunity to disclose all material facts to the directors (and members of committees) considering the proposed transaction or arrangement. The disclosure shall be made as soon as practicable following the realization by the interested person that an actual or possible conflict of interest exists. Ordinarily, disclosures by interested persons should be to the chairperson of the board. When an actual or possible conflict of interest becomes apparent in the course of a board meeting (or committee meeting), the interested person shall immediately disclose his or her financial interest and related material facts to the presiding director or officer at such meeting. 2. Determining whether a conflict of interest exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, the interested person shall leave the board (or committee) meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board (or committee) members shall decide if a conflict of interest exists. 3. Procedures for addressing the conflict of interest. (a) an interested person who has a conflict of interest may make a presentation at the board (or committee) meeting, but after such presentation, he or she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that result in the conflict of interest. The interested person who has a conflict of interest will not be counted as present for determining a majority with respect to the vote on the transaction or arrangement that results in the conflict of interest. (b) the chairperson of the board (or committee) shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. (c) after exercising due diligence, the board (or committee) shall determine whether chs and affiliates can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or business entity that would not give rise to a conflict of interest. (d)if a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board (or committee) shall determine by a majority vote of the disinterested directors (or committee members) whether the transaction or arrangement is in the best interest of chs and affiliates and for its own benefit and whether the transaction is fair and reasonable to chs and affiliates and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination. Violations of the conflicts of interest policy (a) if the board (or committee) has reasonable cause to believe that an interested person has failed to disclose actual or possible conflicts of interest, it shall inform the interested person of the basis for such belief and afford the interested person an opportunity to explain the alleged failure to disclose. (b) if, after hearing the response of”

“The organization engaged an independent compensation consultant to assist in establishing a compensation charter that details the organization's procedures for setting compensation of the ceo and all other officers and key employees of the organization. The compensation charter established the compensation committee, the independent body responsible for establishing the compensation of the ceo and all other officers and key employees of the organization. The compensation committee relies on a recent compensation study performed by an independent compensation consultant, which is done on an annual basis, that provides compensation data for similarly qualified persons in comparable organizations to support its decision-making process and reports its activities to the board of directors at the next regularly scheduled meeting. The compensation committee adequately documents its compensation determinations in the meeting minutes on a timely basis. The ceo of good shepherd hospice, inc. Is paid by chapters health system, inc.”

“See narrative for part vi, line 15a”

“The organization's articles of incorporation are filed with and viewable by the public at the official website of the florida department of state, division of corporations. The organization's bylaws and conflict of interest policy are not made available to the public. Unaudited financial statements of the organization are filed and viewable by the public at the official website of the state of florida, division of consumer services. The organization is required to file its audited consolidated financial statements and other financial information with its annual medicare cost report. This information is subject to a public records request. In addition, the organization reports its financial performance each year in its annual report, copies of which are available to the public upon request.”

“(continued from part iii) the staff and volunteers of good shepherd hospice address the physical, emotional, social and spiritual needs of hospice patients and their families by offering medical services, nursing services, social work services, pastoral care services, counseling services and bereavement services. These hospice services are available 24-hours-a-day, seven-days-a-week, and are tailored to address specific patient and family needs or preferences at any time during the length of care. In addition, the organization provides physical therapy, occupational therapy, speech therapy, dietary counseling, home health aide services, homemaker services and infusion therapy as needed. Good shepherd hospice provides patients with all prescribed medications, medical supplies and durable medical equipment, such as hospital beds, walkers and oxygen equipment related to the hospice diagnosis. These services and equipment are provided regardless of race, color, creed, age, gender, sexual orientation, religion, national origin, disease diagnosis or ability to pay. During the year ended december 31, 2013 the cost of charity care provided was approximately $1,032,000. B. Hospice in-patient facilities - good shepherd hospice operates three hospice houses which can admit patients 24 hours per day, seven days per week. This allows hospice patients to avoid hospital emergency rooms and the potential for unwanted or unneeded tests and procedures. At times, patients require a higher level of care than what can be provided at home. The hospice houses offer a "home away from home;" the focus is on specialized care in a warm home-like environment. Family members and loved ones can visit and stay with their loved ones in a serene setting, as often, and for as long as they like. The hospice house teams are composed of physicians, nurses, social workers, chaplains, nursing assistants, pharmacists, dieticians, therapists, and trained volunteers. C. Grief counseling - good shepherd hospice offers grief counseling and bereavement services to the community in a variety of formats. Facilitated group counseling sessions allow grieving individuals to express their grief while receiving support from others in similar situations. These sessions are offered in a variety of days, times, and locations. Grieving children have special needs; they are often too young to understand or express the pain they feel with the loss of a loved one. The good shepherd hospice bethany center is a safe place where grieving children can visit and participate in a number of age-appropriate hands-on activities that help them learn to express their grief. Each year, the good shepherd hospice camp brave heart gives youngsters who have lost a loved one the opportunity to meet other children in similar circumstances, and enjoy the great outdoors while participating in individual and group activities designed to be outlets for their emotions. All of these services are available to everyone in the community, not just those whose loved one died in hospice. D. Volunteer services - the company has 459 trained volunteers whose donated time is valued at $621,682. Volunteers undergo a vigorous training program and screening process before meeting with patients and family members. Volunteers serve in a number of roles, including patient companion, caregiver companion, caregiver respite, office volunteer, special events volunteer and many more. E. Caregiver program - this program provides assistance in the home based on the patient and family needs, on a sliding-fee scale basis. This enables patients to stay in their home and is an interim support when a private caregiver is to be hired or the patient is waiting for nursing home placement. F. Clinical pastoral education (cpe) - accredited by the association for clinical pastoral education, inc. (acpe) to offer programs at the level i and level ii. The association for clinical pastoral education, inc. Is recognized by the u.s. Department of”

“Change in beneficial interest in net assets of chapters health system - 814028;”