Saint Joseph - Mount Sterling Foundation Inc

“The executive committee shall consist of only directors of the corporation and shall be composed of the chairperson of the board, the vice chairperson of the board, the president and chief executive officer, the treasurer, and the secretary, each of whom shall serve as an ex officio voting member of the executive committee. Each individual appointed to the executive committee shall serve for a term of one year or until his or her successor is duly appointed by the board of directors. Any vacancy of an appointed executive committee membership may be filled for the unexpired portion of the term in the manner that the original committee member was appointed. Except as provided by law, the executive committee shall have and may exercise such powers as may be delegated to it by the board of directors. All actions taken by the executive committee shall be promptly reported to the board of directors at the next regular or annual meeting of the board of directors. The executive committee shall keep regular minutes of its proceedings and report the same to the board of directors at each regular meeting of the board.”

“According to the bylaws of saint joseph mount sterling foundation, inc., the entity's sole member is saint joseph health system, inc., a kentucky nonprofit corporation.”

“Pursuant to section 6.4 of the organization's bylaws, directors of the corporation 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 and with the endorsement of the executive vice president and chief operating officer or other designee. 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.”

“The organization's corporate member is saint joseph health system, inc. Pursuant to section 5.4 of the organization's bylaws, saint joseph health system, inc. ("sjhs"), 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 foundation's senior accountant and market vp operational finance. Absent any concerns, the form 990 is approved by the market vp operational finance. The tax department then files the return with the appropriate federal and state agencies, making any nonsubstantive changes necessary that affect 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 - 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.”

“Line 15a saint joseph mount sterling foundation's top management official is compensated by st. Joseph health system, inc., a related non-profit organization. St. Joseph health system, inc.'s executive leadership compensation is reviewed by the executive committee to the board. An outside consultant provided comparative data based on base compensation, total compensation, and executive benefits. Line 15b during the tax year ended 6/30/2022, no officers, directors or trustees received compensation from the organization. Any executive compensation paid to officers, directors or trustees by related organizations was set by the related organization's compensation committee utilizing both an independent consultant and comparability studies to determine compensation. Therefore, these questions are more appropriately answered as n/a.”

“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 hospital mount sterling foundation supports chi saint joseph health's drive for excellence by inspiring donors to make a tangible difference through their philanthropic investment in outstanding patient care facilities and services, the education of caregivers, advanced clinical research and improved access to quality medical care.”

“Website : https://www.chisaintjosephhealth.org/saint-joseph-mount-sterling-foundat ion”

“Payments to vendors for entities that are part of commonspirit health are made by commonspirit health. Therefore, no forms 1099 are issued by st. Joseph mount sterling 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 st. Joseph mount sterling foundation are reported to the irs.”

“Purchased services: program service expenses 0. Management and general expenses 0. Fundraising expenses 7,984. Total expenses 7,984. Other fees: program service expenses 10,802. Management and general expenses 1,440. Fundraising expenses 2,161. Total expenses 14,403.”

“Changes in beneficial interest in outside trusts -619,358. Transfer from affiliate 3,259,475.”