St. Clare Commons

“Effective january 1, 2013, the board structure for st. Clare commons changed from a separate board to an advisory committee without voting rights. The board members of franciscan living communities replaced the previous board and assumed the corresponding rights and responsibilities.”

“Franciscan living communities, is the sole member of the st clare commons.”

“Franciscan living communities, as the sole member of the organization, has the reserved powers to elect the trustees of the organization, and to elect and remove the chairperson and president/ceo of st clare commons.”

“Franciscan living communities has the reserved power to approve the annual operating and capital budgets of st clare commons.”

“The process of reviewing the form 990 entails a detailed review by the organization's accounting department. The governing body receives an electronic copy of the form 990 including requested schedules, as ultimately filed with the irs, for review and approval prior to filing with the irs.”

“Every year, each board member, department director, and key employee is given a questionnaire to be filled out and sent to the executive director. The form is reviewed and actions are taken if a conflict is identified. A "designated person" means any member of the board of the corporation, any member of a committee of the corporation that is authorized to approve transactions or assert claims on behalf of the corporation, any officer of the corporation, and any employee or agent of the corporation who is authorized to approve transactions of assert claims on behalf of the corporation. Any designated person who has a conflict of interest shall disclose the conflict of interest when it arises, and before action on the transaction or claim in question. Conflicts of interest involving the president or members of the board of the corporation shall be reported to the board, and conflicts of interest concerning other designated persons shall be reported to the president, in which case the president will make the conflict of interest known to the board and any applicable committee at the next regularly scheduled meeting. A designated person who has a conflict of interest arising out of or related to a transaction or claim shall be excused from the board or committee meeting before any deliberations or voting concerning the authorization of the transaction or assertion of the claim.”

“The administrator's compensation is paid by a related organization, franciscan living communities. Annually, an outside consultant is hired to complete an executive compensation analysis for the position of executive director. The analysis compares compensation of similarly qualified persons in comparable positions at similarly situated organizations. During an executive session at a board meeting, the board, excluding the president, reviews the analysis and the president's performance appraisal and determines fair compensation for the president.”

“The organization's governing documents, conflict of interest policy, and financial statements are made available to the general public upon request. The documents are located in the administrative offices and are available during regular business hours.”

“The related tax exempt organizations are all members of group exemption # 0928.”