Mount Sinai Hospital Foundation Inc

“The corporation shall have only one member, saint francis hospital and medical center.”

“Line 7a and 7b explanation - powers of member and trinity health of new england corporation, inc. (thofne) pursuant to section 3.02 of the amended and restated by-laws, the following actions shall be reserved exclusively to the member of the corporation. Subject to the reserved powers of thofne, the member may initiate and implement any proposal with respect to any of the following, or if any proposal with respect to any of the following is otherwise initiated, it shall not become effective unless the requisite approvals and other actions shall have been taken by the member and thofne, as required pursuant to the corporation's governance documents: (a) approve the amendment or restatement of the certificate of incorporation and bylaws of the corporation, in whole or in part, and recommend the same to thofne for adoption; (b) appoint, evaluate and remove members of the corporation's board of directors; (c) appoint, evaluate and remove the president/chief development officer of the corporation; (d) approve the strategic plan of the corporation; (e) approve the annual operating and capital budgets of the corporation; (f) approve any merger, consolidation, transfer or relinquishment of membership rights, or the sale of all or substantially all of the operating assets of the corporation (certain transactions and transfers of real property and immovable goods may also be subject to the approval of catholic health ministries) and recommend the same to thofne for adoption and authorization; (g) approve any dissolution, winding up or abandonment of operations, liquidation, filing of action in bankruptcy, receivership or similar action affecting the corporation and recommend the same to thofne for adoption and authorization; (h) approve any formation or dissolution of affiliates, partnerships, cosponsorships, joint membership arrangements, and other joint ventures involving the corporation and recommend the same to thofne for adoption and authorization; (i) approve any pledge or encumbrance of assets whether pursuant to a sale, capital lease, mortgage, disposition, hypothecation, or other transaction in excess of limits established by thofne (pledges or encumbrances of certain real property and immovable goods may also be subject to the approval of catholic health ministries); (j) approve any change to the structure or operations of the corporation which would affect its status as a nonprofit entity, exempt from taxation under section 501(c)(3) of the internal revenue code, and recommend the same to thofne for approval; and (k) approve all other matters and take all other actions reserved to members of nonprofit corporations (or shareholders of for-profit-corporations, as the case may be) by the laws of the state in which the corporation is domiciled or as reserved in the governance documents of the corporation. In addition to the powers reserved for the member, section 3.03 of the amended and restated bylaws, provide the following actions shall be reserved exclusively to thofne. Thofne may initiate and implement any proposal with respect to any of the following, or if a proposal with respect to any of the following is otherwise initiated, it shall not become effective unless the requisite approval and other actions shall have been taken by thofne, as required pursuant to the corporation's governance documents: (a) adopt, amend, modify or restate the certificate of incorporation and bylaws of the corporation, in whole or in part, or if thofne receives a recommendation as to any such action, approve such action as recommended; (b) approve any merger, consolidation, transfer or relinquishment of membership rights, or the sale of all or substantially all of the operating assets of the corporation (certain transactions and transfers of real property and immovable goods may also be subject to the approval of catholic health ministries), or if thofne receives a recommendation as to any such action, approve such action as recommended; (d) appr”

“The form 990 is reviewed by the finance department.”

“Other organization documents publicly available upon request, the organization will make available only those documents required to be disclosed under the public inspection laws.”

“During fiscal year 2024, two board members exited the organization. Mount sinai hospital foundation, inc.'s legal team is working to replace these two board members to be in accordance with their by-laws. Per the by-laws, section 4.02, "...the members of the corporation's board of directors shall include: (i) at least one representative of the member, designated by the member (who shall serve ex officio with vote) (the "member director"), and, unless the president/chief development officer is designated as the member director, the president/chief development officer (who shall serve ex officio with vote), the president of the member (who shall serve ex officio with vote) and (ii) members of the local community or members or associates of a roman catholic religious congregation who need not reside in the local community. Any exception to the board composition requires the approval of the member. The size of the board shall be between fifteen (15) and forty (40) members."”