Vincentian Collaborative System

“The members of the organization are "those persons who serve from time to time as the directors of the sisters of charity of nazareth, inc., a kentucky non-profit corporation" (scn, inc.).”

“The members of the organization are "those persons who serve from time to time as the directors of the sisters of charity of nazareth, inc., a kentucky non-profit corporation" (scn, inc.). As such, the directors of scn, inc. Shall be entitled to all rights and powers of the members under pennsylvania law and these bylaws of the organization.”

“Vcs maintains bylaws which provide that the members of the organization, described as "those persons who serve from time to time as the directors of the sisters of charity of nazareth, inc., a kentucky non-profit corporation" have reserved powers over the organization. Those reserved powers are as follows: 1. Approval of the statement of philosophy of the organization; 2. Approval of the statement of mission and goals of the organization; 3. Adoption, amendment or repeal of articles of incorporation and bylaws of the organization; 4. Election and removal of directors, the chairperson of the board of directors and the president of the organization; 5. Approval of the following transactions by the organization: a. Incurrence of long-term debt; b. Purchase, sale, lease, disposition, encumbrance, or other transfer of any interest in or to any real of personal property; c. Donation of assets or other transfer of assets for less than their fair market value to entities not owned, sponsored, or controlled by the organization d. Spending policies of the organization; 6. Approval of participation, investment,involvement or ownership in new ventures or entities, including the investment of money or other consideration or participation as a stockholder, member of otherwise in corporations, partnerships, joint ventures, associations or other nonprofit or business organizations or entities by the organization; 7. Approval of passive investments for inclusion in the investment porfolios, such as private equity funds, by the organization in excess of 10% of the value of the net assets of the organization. 8. Approval of the merger, consolidation, dissolution or liquidation of the organization, and the establishment, merger, consolidation, dissoluation, or liquidation of any affiliates; 9. Ratification of the strategic plan of the organization; 10. Ratification of the operating and capital budgets of the organization. And 11. Selection of the auditor for the corporation upon recommendation of the board and approval of the annual audit reports for the organization.”

“The form 990 is reviewed by the audit & finance committee of the board of directors, the chief executive officer and chief financial officer. A complete copy of the form 990 was provided to the organization's officers and directors prior to filing with the internal revenue service.”

“A copy of the conflict of interest policy is provided to each director and officer along with a disclosure statement. Each director or officer is required to complete and return the disclosure statements in a timely manner. The corporate compliance officer reviews the disclosure statements for potential conflicts. Reported potential conflicts are reviewed with the chairperson of the board of directors, the president and ceo and legal counsel. Additional investigation is completed by either the board chairperson or the corporate compliance officer. Potential conflicts are reviewed with the vincentian collaborative system (vcs) audit & compliance committee which is a committee of the vcs board of directors. Potential conflicts are reviewed by the vcs board of directors outside of the presence of the director or officer involved.”

“The purpose of the compensation and benefits committee of the board of directors of vincentian collaborative system (vcs) is to oversee executive compensation and benefits plans for the organizations president/ceo, and to establish and oversee compensation practices, ranges and benefit plans for all of the organization (including senior management). The annual process to evaluate and set compensation includes: - a review of the current compensation for the president/ceo - a review of any new legislation that may have an affect on such compensation.(such information is presented by experienced external experts) - a review and evaluation of appropriate competitive market information and any other such information that the committee deems appropriate. - the establishment of the compensation package (salary, incentive(s) and benefits) for president/ceo - the establishment of compensation practices, including external references for ranges, and benefits for the organization (including senior management) - the recommendation of the president/ceo's compensation package as well as the practices for management to set the rest of the organizations compensation and benefits is made to the executive committee of the board of directors of vcs for consideration. The executive committee shall take this information into consideration, along with other factors including budgetary considerations and individual performance, in determining and approving the recommendation of the committee.”

“The organization makes its governing documents, conflict of interest policy and financial statements available to the public upon request.”

“Vincentian is sponsored by the sisters of charity of nazareth, with whom the vincentian sisters of charity merged in 2008.”

“Change in investment in subsidiary 761,916. Distribution from affiliate 10,289.”