St Clare'S Foundation

“Pursuant to Section 8.6 of the Bylaws of St. Clare's Foundation, the Executive Committee is composed of the board chair, the board vice chair, the President and CEO, each of whom shall serve as an ex officio voting member of the Executive Committee, and two voting members appointed by the Board of Directors. Each individual appointed to the Executive Committee shall serve for a term of one year or until his or her successor is duly appointed by the Board of Directors. The Executive Committee shall consist of only directors of the Corporation. Pursuant to Section 8.1 of the Corporation's bylaws, committees, such as the executive committee, that are granted the authority to act on behalf of the board of directors may include only directors of the corporation. Further, pursuant to Section 8.6 of the Corporation's bylaws, the executive committee has and may exercise such powers as may be delegated to it by the board of directors. The Executive Committee also possesses the power to transact routine business of the corporation in the interim period between regularly scheduled meetings of the board of directors.”

“TRUSTEES BRUCE BOTT AND GALE BOTT - Family relationship”

“According to the bylaws of st. Clare's foundation, the entity's sole member is st. Clare's health services, inc., a new jersey nonprofit corporation.”

“According to the organization's bylaws, directors shall be appointed or refused by the corporate member. The corporate member may appoint one or more individuals to the board of directors, and may at any time remove, with or without cause, any member of the board of directors. According to the organization's bylaws, directors of the corporation shall be appointed by the corporate member no later than June 30 of each year. The names and qualifications of each individual accepted by the board of directors shall be submitted to the corporate member, who shall appoint or refuse each nominee in accordance with the corporate member's bylaws and with endorsement of the senior vice president of operations. The corporate member may unilaterally appoint one or more individuals to the board of directors should the board fail to furnish the corporate member with a list of individuals qualified to serve on the board of directors of the corporation.”

“St. Clare's foundation's corporate member is saint clare's health services, inc. Pursuant to section 5.4 of the organization's bylaws, both saint clare's health services, inc. And catholic health initiatives (chi) (saint clare's health services, inc.'s sole corporate member) have reserved powers as outlined in the chi governance matrix. Pursuant to the governance matrix the following rights are held by the saint clare's health services, inc. Board: * approve members of st clare's foundation's board * amendment of the corporate documents of st. Clare's foundation * adoption of long range and strategic plans for st clare's foundation the following rights are reserved to the chi board directly or through powers delegated to the chi chief executive officer: * substantial change in the mission or philosophy of st. Clare's foundation * removal of a member of the governing body of st. Clare's foundation * approval of issuance of debt by st. Clare's foundation * approval of participation of st. Clare's foundation in a joint venture * approval of formation of a new corporation by st. Clare's foundation * approval of a merger involving st. Clare's foundation * approval of the sale of all or substantially all of the assets of st. Clare's foundation * to require the transfer of assets by st. Clare's foundation to chi to accomplish chi's goals and objectives, and to satisfy chi debts. Pursuant to section 5.5.2 of the organization's bylaws, saint clare's health services, inc. Or chi may, in exercise of their approval powers, grant or withhold approval in whole or in part, or may, in its complete discretion, after consultation with the board and its president and the chief executive officer of the organization, recommend such other or different actions as it deems appropriate.”

“Annually, officers, trustees, and key employees are required to complete a conflict of interest statement acknowledging that they have no conflicts of interest. The completed form is returned to the corporate compliance officer for review. In addition, any conflicts that may arise during the year must be disclosed to the compliance officer. If there is an actual or potential conflict of interest, the individual with the conflict is prohibited from participating in discussions or voting on matters related to the conflict.”

“The organization's governing documents and conflict of interest policy are available upon request. In addition, the governing documents are available from the new jersey secretary of state. The organization's financial statements are included in catholic health initiatives' consolidated audited financial statements that are available at www.catholichealthinit.org or at www.dacbond.org.”

“The organization's ceo's compensation is paid by catholic health initiatives (chi), a related organization. Chi has a defined compensation philosophy. Both the executive and non-executive compensation structures and ranges are reviewed annually in comparison to market data. Chi uses the hay group as the independent third party to assess executive compensation programs and to ensure the reasonableness of actual salaries and total compensation packages. Compensation of the senior most executives is reviewed annually. The hay group reviews both cash and total compensation for overall reasonableness, for adherence to chi's compensation philosophy, and for comparability to the not-for-profit healthcare market. This independent review is delivered by hay group to the hr committee of the chi board of stewardship trustees annually at their september meeting and minutes are shared with the full board at the december meeting. The last review was september 18, 2014. In addition, in december 2009, hay group completed a comprehensive review of all positions at the level of vice president and above to determine and validate appropriate compensation levels. These levels have been reviewed annually since and revised based on market data, where applicable.”

“During the tax year ended 6/30/14, no officers, directors or trustees received compensation from the organization. Any executive compensation paid to officers, directors or trustees by related organizations was set by the related organization's compensation committee utilizing both an independent consultant and comparability studies to determine compensation. Therefore, these questions are more appropriately answered as n/a but have been answered "no" in accordance with form 990 instructions.”

“Other Fees for Services - Total Expense: 549923, Program Service Expense: , Management and General Expenses: 186474, Fundraising Expenses: 363449;”