Saint Joseph Berea Hospital Foundation

“The board of directors may, by resolution adopted by a majority of the directors then in office, establish one or more committees, as needed or required to conduct and transact the business of the corporation. Except as otherwise provided in the bylaws, the board of directors may set the qualifications for membership on any committee it may establish; provided that each committee shall consist of at least two directors of the corporation. Committees may include persons other than directors, except that a committee that has the authority to act on behalf of the board of directors must include only directors of the corporation. Minutes of all committee meetings shall be recorded and copies of such minutes shall be provided to the board of directors. Actions of committees shall be reported to the full board of directors, but actions of committees which include persons other than directors, shall be subject to ratification by the full board of directors.”

“According to the bylaws of saint joseph berea hospital foundation, the entity's sole member is saint joseph health system inc., a kentucky non-profit corporation.”

“According to section 6.4 of the organization's bylaws, directors of the corporation, who are not ex officio members of the board, shall be appointed by the corporate member no later than june 30 of each year. Prior to each annual meeting of the corporate member, or such other meeting called for the purpose of appointing directors of the corporation, the nominating committee shall select and submit to the board of directors a slate of nominees qualified to serve on the board of directors of the corporation. The board of directors shall review the names and qualifications of each individual on the recommended slate and shall vote to accept or refuse each nominee. The names and qualifications of each individual accepted by the board of directors shall then be submitted to the corporate member, who shall then appoint or refuse each nominee in accordance with the corporate member's bylaws. Notwithstanding anything in the bylaws to the contrary, 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 in accordance with this subsection.”

“The organization's corporate member is saint joseph health system, inc. ("sjhs"). Pursuant to section 5.4 of the organization's bylaws, saint joseph health system, inc., kentuckyone health, inc. (sjhs's sole corporate member), and commonspirit health (kentuckyone health, inc.'s controlling corporate member) have reserved powers as outlined in the commonspirit health governance matrix. Pursuant to the governance matrix the following rights are held by the saint joseph health system, inc. Board: * approve members of the organization's board * amendment of the corporate documents of the organization * approve removal of a member of the governing body of the organization * adoption of long range and strategic plans for the organization the following rights are reserved to the commonspirit health board directly or through powers delegated to the commonspirit health chief executive officer: * substantial change in the mission or philosophy of the organization * removal of a member of the governing body of the organization * approval of issuance of debt by the organization * approval of participation of the organization in a joint venture * approval of formation of a new corporation by the organization * approval of a merger involving the organization * approval of the sale of all or substantially all of the assets of the organization * to require the transfer of assets by the organization to commonspirit health to accomplish commonspirit health's goals and objectives, and to satisfy commonspirit health debts. Pursuant to section 5.5.2 of the organization's bylaws, saint joseph health system, inc., kentuckyone health, inc., or commonspirit health 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. (chcf reserved rights) except as otherwise provided in the corporation's articles of incorporation or the laws of the state of organization, catholic health care federation ("chcf") shall have such rights as are reserved to the corporate member, acting in its capacity as the membership body of chcf, under the governance matrix.”

“The form 990 is reviewed by the president of the foundation and senior accountant. Absent any concerns, the form 990 is approved by the president of the foundation. The tax department then files the return with the appropriate federal and state agencies, making any nonsubstantive changes necessary that effect e-filing. Board members can request a copy of the 990.”

“The organization has a conflicts of interest ("coi") policy (the "policy") in place to protect the interests of commonspirit health ("commonspirit") in circumstances that may result in a conflict between personal interests of a person and the interests of the organization and those it serves. Commonspirit's coi policy applies to commonspirit, its direct affiliates and subsidiaries and any related entity the governing documents of which require the entity to comply with commonspirit policy (collectively the "system entities"). The following persons are required to disclose actual or potential conflicts of interest at least annually (via a formal system-administered survey) if the person's affiliation with commonspirit continues: - members of corporate and community boards of system entities - members of committees of corporate and community boards of system entities - members of the executive leadership team ("elt") of commonspirit - corporate officers of system entities - employed physicians and advanced practice providers - key employees and highest compensated employees as specified by the internal revenue service for form 990 purposes who are not otherwise included in the categories above - employees of system entities at the vice president level and above - all individuals engaged in research at institutions owned or operated by a system entity - select employees as determined from time to time by leadership disclosure, review, and management of perceived, potential, or actual conflicts of interest are accomplished through a defined coi disclosure review process. Each person is required to promptly and fully disclose any situation or circumstance that may create a conflict of interest as soon as she/he becomes aware of it. In addition, at the inception of an individual's relationship with commonspirit (e.g. Hiring, board appointment), and for certain positions, annually thereafter, written conflict of interest disclosure forms must be completed. A failure to disclose may result in disciplinary or corrective actions. Reported potential or actual conflicts of interest are initially reviewed by legal, corporate responsibility or research integrity staff. If necessary, a conflict of interest management plan is developed, which plan shall be subject to acceptance by the appropriate direct manager, supervisor, medical staff office, board or board committee (for board, board committee, elt or corporate officer conflicts), or other appropriate individual or body. Once accepted, the conflict of interest management plan is communicated to the person with the actual or potential conflict and the individual must conduct themselves in conformity with the plan. In the event that a transactional conflict interest arises in connection with a system entity board meeting, the conflicted individual must disclose that conflict prior to or at the beginning of the meeting in which the matter is to be considered. The conflicted individual is excluded from voting on the transaction and is prohibited from using personal influence with respect to the matter, but is not prohibited from providing input if requested to do so.”

“The organization's financial statements, conflict of interest policy and governing documents are available to the public upon request. The organization's financial statements are included in commonspirit health's consolidated audited financial statements that are available at www.commonspirit.org.”

“Saint joseph berea hospital foundation, inc. Has a document retention and destruction policy that is an operational policy. Operational policies do not require board approval.”

“Website : https://www.supportchisaintjosephhealth.org/who-we-are”

“Saint joseph berea hospital foundation was incorporated as a 501(c)(3), tax-exempt, charitable foundation in 2003 to raise and administer funds in support of the core values and strategic plan of saint joseph berea. The foundation was started with a generous estate gift of $3.2 million from the alfred wood estate. Saint joseph berea hospital foundation is governed by a board of directors which is comprised of individuals within the community and the president of the parent organization, saint joseph berea. Saint joseph berea hospital foundation provides support for several outreach programs and services including: emergency medical services fund, the patient family assistance fund, employee financial assistance fund, and the henrietta child fund. The saint joseph berea hospital foundation's current 8-member board of directors raises funds through special events, annual giving, and corporate/foundation grants to help fund the programs and outreach services of saint joseph berea. During this reporting period, the foundation raised over $165,000 and distributed over $721,000 in program support in the form of grants and assistance. Saint joseph berea hospital foundation provides support for several outreach programs and services including: violence prevention, community services, patient family assistance, employee financial assistance, and other programs which enhance patient care, fund leading edge medical research, support education of health professionals, and improve access to health.”

“Payments to vendors for entities that are part of commonspirit health are made by commonspirit health. Therefore, no forms 1099 are issued by saint joseph berea hospital foundation. Commonspirit health files the forms 1099 and complies with the backup withholding rules for reportable payments to vendors and game winnings. The forms 1099 issued on behalf of saint joseph berea hospital foundation are reported to the irs.”

“Purchased services: program service expenses 0. Management and general expenses 80,453. Fundraising expenses 0. Total expenses 80,453. Contract services: program service expenses 0. Management and general expenses 101,859. Fundraising expenses 0. Total expenses 101,859.”

“Transfer from affiliate 193,455.”