Presence Senior Services - Chicagoland

“Changes to organizational documents the corporation's articles of incorporation were amended effective january 1, 2016 to change the corporation's name to "presence senior services-chicagoland,update its charitable purpose to specifically reference its activities of developing, owning and operating healthcare facilities and programs including skilled nursing and assisted living facilities. The corporation's bylaws were amended january 1, 2016 to reflect its name change to "presence senior services-chicagoland." additional changes were made to reflect the corporation's charitable purposes as stated in its articles of incorporation by including the corporation's purpose statement, as well as a provision clarifying that the corporation is not permitted to use contributions to carry on activities that are not charitable, religious, scientific, or educational under section 170(c)(2). The following additional changes were made to the corporation's governance: (1) the corporation's sole member changed from "presence rhc corporation" to "presence care transformation corporation," (2) and the minimum and maximum amount of directors serving on the board was updated.”

“Members or shareholders presence senior services chicagoland has one member, presence care transformation corporation.”

“Persons with authority to elect members of the governing body the corporations sole member, presence care transformation corporation, has the power to appoint members of the governing body, other than ex-officio directors.”

“Decisions of governing body approval by members or shareholders presence care transformation corporation (the "member"), through its board of directors, has certain general and reserved powers with respect to the following. General powers: the member shall provide oversight and support for the activities of the corporation, for the purpose of assuring that all actions of the corporation are consistent with the mission and values of the system; the purposes of the corporation; the ethical and religious directives; the presence health system strategic plan; and best practices. Reserved powers: in furtherance of the exercise of its general powers and responsibilities, the member shall have the sole power to take the actions specified below with respect to the following matters pertaining to the corporation and each hospital ministry, subject to any notices or further approvals required by applicable civil or canon law, or the member's bylaws: a. Bylaws. Amend or repeal the bylaws of the corporation. B. Officers and directors. Appoint and remove all officers of the corporation and all directors of the corporation, other than any ex-officio directors. C. Budgets. Approve capital and operating budgets, and long-term capital equipment plans for the corporation, including each hospital ministry. D. Unbudgeted expenditures. Approve unbudgeted expenditures in excess of the limit established by the member from time to time. E. Debt, sale, lease and other real property transactions. Approve any borrowing or significant incurrence of debt by the corporation in excess of the limit established by the member from time to time, or any sale, purchase, alienation, exchange, significant leases (other than in the ordinary course) or encumbrances of the corporation's real property, except those made pursuant to approved budgets. F. Real estate documents, equipment leases. Approve execution of any deeds, mortgages, bonds, or major equipment leases, except those entered into pursuant to approved budgets. G. Significant unbudgeted transactions. Approve any other significant and unbudgeted sale, purchase, exchange, lease (other than in the ordinary course) transfer, litigation or legal settlement, benefits packages, encumbrance or other disposition or other significant transaction involving the non-real-estate assets of the corporation in excess of the limit established by the member from time to time. H. Material changes in services. Approve material changes in the kind of services rendered at any hospital ministry, such as the addition or discontinuation of any major service line (e.g., obstetrics) or change in the fundamental nature of services provided by the corporation through any hospital ministry (e.g., a change requiring a different kind of license). I. Strategic plan. Approve strategic plans for the corporation and each hospital ministry, consistent with and in furtherance of system mission and values, and responsive to the needs of the communities served by the corporation and support the ability of the corporation and its affiliates to provide high-quality care and services. J. Management contracts. Approve any contract for the management of all or substantially all of the corporation or any individual hospital ministry owned by the corporation. K. Business name, logo. Approve any selection or modification of the business name or logo of the corporation or any hospital ministry or any program or division, or the use of any corporate or business name of the corporation or any hospital ministry by an entity other than the member or an affiliate. L. Administrative services. Provide or assure the provision of appropriate insurance coverage, standardized employee benefits, information systems and technology, financial management services, legal, marketing, risk management and other administrative services necessary to support the corporation's operations. M. Significant joint ventures. Approve the establishment, termination, or sale of any signi”

“Form 990 review process the corporation provides a complete copy of its form 990 to all members of the governing body of its ultimate parent corporation, presence health network, for review prior to filing with the irs. The board of directors of the corporation and other subsidiary organizations within the presence health system are internal limited fiduciary boards which do not receive a completed copy of the form 990 prior to filing. As a result, the corporation answers "no", to form 990, part vi, line 11a.”

“Procedures for addressing conflicts of interest the purpose of the conflict of interest policy is to protect the interests of presence health network and all of its affiliated ministries (collectively "presence health") when it is contemplating entering into a transaction or arrangement that might benefit the private interest of any director, trustee, officer, corporate member appointee, member of a committee with board-delegated powers, senior leaders, and others in a recent position to exercise substantial influence over presence health ("interested persons"), and clarify the standards of conduct, duties and obligations of interested persons in the context of potential conflicts of interest by providing a method for disclosing and resolving such potential conflicts. No presence health entity will engage in any contract, transaction or arrangement involving a conflict of interest unless disinterested members of the applicable board of directors or other governing body determine by a majority vote that appropriate safeguards to protect the charitable mission of presence health have been implemented. To facilitate this policy, all interested persons have a continuing obligation to promptly disclose the existence and nature of any actual, apparent, or potential conflicts of interest he/she may have. All disclosures must be provided to the system compliance officer and general counsel in a written description of the material facts. Disclosure shall be on a conflicts of interest questionnaire or similar format as described in the conflicts of interest policy. All interested persons shall also complete a questionnaire based on the assumption of the board (or other relevant) position, and thereafter on at least an annual basis or when an actual, apparent, or potential conflict arises. At any time that an actual, apparent or a potential conflict of interest is identified to the corporations board of directors, whether through the voluntary submission of a disclosure statement by an interested person, or by a disclosure by a person other than the subject interested person, the corporations board or applicable committee shall review the matter and determine whether a conflict of interest exists. Once all necessary information has been obtained, only disinterested directors/committee members vote to determine whether a conflict of interest exists. If a conflict is found to exist the interested person will generally be required to recuse him or herself during any meeting in which the board of directors or applicable committee conducts the evaluation of the subject transaction, except to answer questions as may be necessary. To ensure that the presence health operates in a manner consistent with its charitable purposes and that it does not engage in activities that could jeopardize its exempt status, transactions involving interested persons are only approved if, after exercising reasonable due diligence, the board determines they are fair and reasonable, taking into account factors such as whether presence health could obtain a more advantageous contract, transaction or arrangement. However, lending money or guarantying an obligation of a director, officer, or employee of presence health (exclusive of customary insurance coverage for acts done in connection with such individuals service to or employment by presence health) is strictly prohibited.”

“Compensation and approval process for officers and key employees compensation for the corporations ceo and other officers or key employees is determined in accordance with written policies and procedures adopted by the board of directors of the systems parent, presence health network ("phn"), and applied by the human resources committee of the board of directors. The board of directors uses market data compiled by an independent compensation consultant to establish base salaries and total cash compensation opportunities. The human resources committee monitors executive total compensation by approving all components of executive total compensation, and annually reviewing and approving compensation changes for each executive. The corporation answers "yes" to form 990, part vi, question 15a and 15b as phns board of directors has ultimate control over all subsidiary organizations.”

“Document availability the corporations articles of incorporation are on file with the state of illinois. The consolidated audited financial statements of the corporation, together with its affiliates, are available from the national dissemination agent as required by presence health systems bond documents. Conflicts of interest policies are not made available to the public, however a summary of the current policy is annually included in schedule o of the corporations form 990.”

“Statutory employer presence care transformation corporation ("pctc") (fein 36-3366652) acts as the agent for the corporation. Cash is swept from the corporation on a daily basis to pctc and pctc issues all payroll and accounts payable checks on behalf of and as agent for the corporation and the appropriate accounting entries are recorded.”

“Doing business as/assumed names presence senior services chicagoland also operates under the following assumed names: - presence bethlehem woods retirement community - presence casa san carlo retirement community - presence maryhaven nursing and rehabilitation center - presence resurrection life center - presence resurrection nursing and rehabilitation center - presence saint benedict nursing and rehabilitation center - presence villa scalabrini nursing and rehabilitation center - presence nazarethville”

“Mission statement/significant activity presence senior services - chicagoland provides compassionate patient care and services from surgeries and holistic care for unexpected illnesses, to fulltime nursing care or retirement communities.”

“Mission statement the corporation is part of the presence health system and acts in accordance with the presence health mission, which is as follows: inspired by the healing ministry of jesus christ and as part of presence health, a catholic health system, presence senior services chicagoland provides healthcare services in a compassionate, holistic manner in the spirit of healing and hope.”

“Compensation and form w-3 transmittal of wages and tax statement presence senior services chicagoland (the "corporation") reports 0 employees on form 990, part i, question 5 and form 990, part v, question 2a as it is not required to file form w-3, transmittal of wages and tax statement. The corporations compensation is paid by presence care transformation corporation ("pctc"), which issues the forms w-2 and w-3, and the expense is transferred to the corporation. The compensation amounts reported in this 990 reflect the amount transferred to the corporation from pctc.”

“Form 1096 transmittal of u.s. Information returns presence senior services chicagoland (the "corporation") reports 0 on form 990, part v, question 1a as it is not required to file form 1096, transmittal of u.s. Information returns. All of the corporations accounts payable reportable on form 1096 are paid by presence care transformation corporation ("pctc"), which issues all forms 1099, and the expense is transferred to the corporation. The compensation amounts reported in this 990 reflect the amount transferred to the corporation from pctc.”

“Other changes in net assets or fund balances nazarethville 12/31/2016 net assets $1,238,836 transfer from affiliates $ 3,999 --------------------------------------------------- total $1,242,835”

“Audited financial statements an independent accountant annually audits the consolidated financial statements of presence health network and its affiliates. The audit opinion is issued on the consolidated financial statements and each affiliate is not separately audited. Part xii, lines 3a & 3b presence health network completes a consolidated a-133 audit which includes all entities for which it is a parent organization whether they expended federal funds during the year or not.”