Drueding Center

“The following bylaws changes were made: (1) previously, the entity's purpose was to be carried out in accordance with the public charitable service of the sisters of holy redeemer. Currently, the entity's purpose is to be carried out in accordance with the public charitable service of the sisters of the redeemer american province ("founder"). (2) the entity added the following to its purpose: (a) to be operated, supervised or controlled by or in connection with those nonprofit section 501(c)(3) tax exempt corporations of which it is the sole or majority member (along with the corporation, collectively the "system"), and with the system parent, the corporation's current sole member. (b) to serve god by service to humanity in the spirit of the founders, including dedication to the physical, psychological, and spiritual well-being of each of the patients and clients of the facilities and programs of the affiliate organizations of the system regardless of the race, creed, or color of the individual, to the achievement of excellence in the care of individuals, and to the preservation of life in being, which is herein defined to commerce form the moment of conception. (c) to operate, maintain, and manage certain real estate investments of the system. (3) the entity removed the following from its purpose: (a) to ensure that medical office buildings are operated and maintained in proximity to holy redeemer hospital and medical center (the "hospital") in order that such medical and paramedical personnel as are on the staff of or otherwise associated with the hospital in its operation of the hospital facility may maintain private practices thereby improving the hospital's overall quality of medical-care. (4) the principal office of the corporation was updated from meadowbrook to huntingdon valley. (5) the sole member of the corporation changed from holy redeemer health system to little flower manor. (6) the entity changed the responsibilities to member from any subsidiary to any corporation of which the corporation is the member with reserved powers or is the controlling shareholder, for the following sections: (a) to approve any change in the philosophy and mission (b) to amend or repeal the articles of incorporation and bylaws. (c) to approve the acquisition, lease, sale or encumbrance (d)to approve the creation of any joint venture, partnership, or joint ownership of assets. (e) to approve capital indebtedness, and all capital transactions (7) previously, the entity could approve the merger, consolidation, or dissolution of the corporation, or the merger consolidation or dissolution of any subsidiary. Currently, the entity approves the merger, consolidation, or dissolution of the corporation, or the merger consolidation or dissolution of any corporation, joint venture, partnership or trust of which the corporation is the sole or majority member or the controlling shareholder. (8) the following was added to the responsibility to member: (a) to plan, undertake and arrange all fundraising activities of the corporation; on behalf of the corporation, or to delegate the same to an affiliate of the corporation. (9) the following responsibilities to the member were removed: (a) to approve any agreement of affiliation between this corporation and any unrelated entity or party, or any agreement of affiliation between any subsidiary and any unrelated third party entity or individual. For purposed of the section, the term "agreement of affiliation" shall mean: (i) any agreement or any other arrangement, however described or stylized that has the effect of significantly (i.e. Greater than 10% of the immediately proceeding year's activity) increasing or shrinking any program or service under the direct and unilateral control of the corporation, holy redeemer heath care corporation and foundation (hrhccf) or one of the affiliates; or (ii) any such agreement or any other such arrangement, that the president refers to the member for its approval; or”

“The sole member shall be little flower manor, a related pennsylvania corporation designated as a 501(c)(3) public charity by the internal revenue service.”

“Little flower manor has the reserved power to appoint all voting directors to the board of directors of the filing organization.”

“Little flower manor shall have additional reserved powers as outlined in the filing organization's bylaws, including but not limited to the authority to: amend or repeal the governing documents, ratify and/or remove the officers of the board of directors with or without cause, appoint and/or remove the president of the organization, and approve all board-approved annual consolidated operating and capital budgets of the organization.”

“The form 990 and all accompanying schedules (herein form 990) is prepared by an independent accounting firm and then a pdf is provided to management for review. The pdf is published on a secure internal website. Members and officers of the governing body are notified by email, and each are issued an individual access code to retrieve the form 990. They are given two weeks to review, question, and comment on the form 990 and then the return is filed with the internal revenue service.”

“All officers, directors and key employees are subject to the terms of the conflict of interest (coi) policy. The organization regularly and consistently monitors, and enforces compliance to the coi policy by requiring that all officers, directors and key employees annually review, acknowledge and sign a coi policy statement. The policy statement requires disclosure to the board of directors any interests that could give rise to a conflict. The independent board members are responsible for determining if a potential conflict is an actual conflict. If an actual conflict is identified the individual(s) in conflict shall recuse themselves from both the deliberation and vote on any conflicted matter, except for their ability to present factual evidence to the board as deemed necessary for the deliberation.”

“The hrhs board of trustees, through the committee that oversees executive and physician compensation, periodically engages the services of gallagher, a consulting firm with expertise in health care executive compensation, to review the external market data. The market data provides comparable compensation levels based on geography, revenue size and other factors to determine a market range for each executive. The result of their findings are shared directly with the governance and leadership committee of the hrhs board of trustees. The deliberation and final decision are timely documented in the board and committee minutes. This process last took place in 2022.”

“The organization's financial statements, conflict of interest policy and governing documents are made available upon requests. Individuals making a request in person shall receive a copy immediately upon completing a formal request form; the form only asks the individual to identify themselves, provide their addresses and sign the form. All written requests (mail or email) from individuals, foundations or governing agencies are honored within 30 days of receipt. In addition, the hrhs consolidated financial statements are available on dac bonds quarterly report. Notice of the annual public meeting of the organization is advertised in local newspapers.”