M & J Company

“St. Joseph Healthcare Foundation, a Maine nonprofit corporation, shall be the sole member of M&J Company.”

“The Member of M&J Company shall elect the trustees of the Organization and may remove them with or without cause.”

“St. Joseph Healthcare Foundation, the Member of M&J Company (the Organization), shall have the following powers and rights, as outlined in its articles of incorporation and bylaws: (a) To approve any change in the written statements of philosophy and mission of the Organization or any subsidiary of the Organization, and to monitor compliance with same; (b) To amend and to repeal the articles of incorporation and the bylaws of the Organization, and to approve the adoption, amendment or repeal of the governing instruments of any subsidiary of the Organization; (c) To elect the Trustees of the Organization and to remove them with or without cause; (d) To appoint and remove the President of the Organization, including a President secured by management contract; (e) To ratify the Board of Trustees' election of the Chairperson of the Board of Trustees; (f) To approve all plans of merger, consolidation, reorganization or dissolution of the Organization or any subsidiary of the Organization, or the sale, lease, assignment or transfer of substantially all of the assets of the Organization or any subsidiary of the Organization, or the purchase or acquisition by the Organization or any subsidiary of the Organization of an interest in any corporation, partnership, joint venture or other entity, whether newly created or previously existing, which interest, in the case of a for profit entity, represents 25 percent or more of the voting power thereof or equity interest therein, or, in the case of a nonprofit entity, represents 25 percent or more of the voting power thereof or membership interest therein; (g) To approve all Board-approved long-range strategic plans of the Organization before their implementation; (h) To approve the acquisition, sale or encumbrance by the Organization or any subsidiary of the Organization of any real estate valued in excess of the amount set by the Member in writing from time to time; (i) To approve all Board approved capital budgets of the Organization and non-budgeted expenses which are in excess of the amount set by the Member in writing from time to time, and to approve the Organization's operating budget in accordance with policies set by the Member in writing from time to time; (j) To approve all debt of the Organization, not part of the approved budget, in excess of limits set by the Member in writing from time to time before such debt is incurred; (k) To appoint the auditors of the Organization and any subsidiary of the Organization; (l) To approve the sale, assignment or transfer by the Organization or any subsidiary of the Organization of any equity interest or membership interest in any subsidiary of the Organization; (m) To approve any reclassification or other change of any capital stock or other equity security of any subsidiary of the Organization, or any recapitalization of any subsidiary of the Organization; and (n) To approve the issuance of, or the creation of any obligation to issue, any equity security of any subsidiary of the Organization, or any increase or decrease in the total number of shares of authorized capital stock or other equity security of any subsidiary of the Organization.”

“There is a formal presentation of the 990 to the Finance Committee and then to the Board.”

“Each Board member is required to complete a form disclosing any conflict of interest. When these conflicts are known, any Board member with a conflict of interest is asked to leave the meeting or abstain from voting or both.”

“M&J Company has no employees of its own. Through compensation surveys/studies and employment contracts, compensation is determined for the Organization's CEO and officers by the compensation committee of St. Joseph Hospital, a related organization, and approved by the Hospital's Board.”

“The Organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon each individual request. Forms 990 and 990-T are also available on the website of Covenant Health, Inc., a related organization (www.covenanthealth.net).”

“Transfer to Affiliates -788,301.”

“The audit process has not changed from the prior year.”