St Joseph'S Hospital Health Center Foundation Inc

“The members of the corporation for st. Joseph's hospital health center foundation is limited solely to the general minister and council of the sisters of st. Francis of the neumann communities.”

“The members of the corporation may elect the board of directors and remove board members. While st. Joseph's hospital health center foundation does not have any direct compensation arrangements, however, the rates paid under the professional management services are fair market value.”

“The members of the corporation are the general minister and council of the sisters of st. Francis of the neumann communities shall retain the power and authority to: -change the philosophy, mission and purpose of the corporation subject to approval of the board of trustees of st. Joseph's hospital health center; -adopt and/or amend the certificate of incorporation; -adopt and/or amend the by-laws subject to approval of the board of trustees of st. Joseph's hospital health center; -elect the board of directors and remove the board members with or without cause; -appoint the president and chief executive officer of the corporation; -approve the purchase, sale, or gift of capital assets; -approve the merger, consolidation or affiliation of the corporation with another corporation, organization or program subject to approval of the board of trustees of st. Joseph's hospital health center; -approve the dissolution of the corporation and disposition of assets.”

“Prior to the submission of the form 990 the board of directors receives a copy in advance of the next scheduled board meeting. This allows them the time to review the document prior to the meeting. At the following board meeting, the members discuss any question or concerns and as appropriate follow-up occurs.”

“Consistent with the foundation bylaws which requires a duty to disclose, on an annual basis at a defined time all board of directors are given the conflict of interest policy and forms to review and complete. The president of the board of directors tracks the submission process to ensure that all forms are completed and submitted. The information from the conflict of interest statements are reviewed at a subsequent board meeting. Any new individuals appointed as a director will complete this review and submission process after they have been confirmed. The interested person is required to leave the board or committee meeting while the determination of a conflict of interest is discussed and voted upon. An interested person may make a presentation at the board or committee meeting, but after such presentation, he/she shall leave the meeting during the discussion of and vote on the transaction or arrangement that results form the conflict of interest. The board of director meeting minutes reflect whenever a board member abstains from voting.”

“St. Joseph's hospital health center foundation does not make its governing documents, conflicts of interest policy, and financial statements available to the public. It does however produce an annual report as part of the st. Joseph's hospital health center's annual report, which contains financial information and is readily distributed and made available to the public. St. Joseph's hospital health center foundation also provides this information whenever requested when securing grant related funds.”