Franciscan Care Services

“Franciscan care services does not have employees but shares the costs of personnel, services, facilities and expenses with its parent, st. Francis healthcare system of hawaii.”

“All of the powers, authority, rights, and duties accorded to the board of directors of the corporation under the articles of incorporation, as so amended, the bylaws, as so amended, and the hawaii nonprofit corporations act shall be delegated to the board of directors of st. Francis healthcare system (sfhs) of hawaii so that the board of directors of sfhsh shall manage exclusively the corporation's business and affairs; and further, that any officer of the corporation, acting alone or together with any other officer of the corporation, is authorized, empowered and directed, on behalf of the corporation and in its name, to execute any applications, certificates, agreements or any other instruments or documents or amendments or supplements thereto, and to do and cause to be done any and all other acts and things as such officers may in their discretion deem necessary, appropriate or helpful to carry out the purpose and effect the intent of any of the foregoing resolutions, the execution and delivery thereof by each such officer or the taking of each such act to be conclusive evidence of the necessity or appropriateness thereof.”

“The sole corporate member of franciscan care services is st. Francis healthcare system of hawaii.”

“St. Francis healthcare system of hawaii, as the sole corporate member, approves the appointment of the board of directors of franciscan care services.”

“St. Francis healthcare system of hawaii, as the sole corporate member, has the following powers reserved to approve the following: the general powers granted to the board of directors are limited or restricted to the extent that certain actions of the corporation require the approval and consent of the sole member as follows: (a) approval of the corporation's annual budget, including budgets for operations, capital expenditures, and cash flow; (b) approval of the appointment of the chief operating officer of the corporation; (c) any change in purpose, philosophy or objectives of the corporation; (d) final decision on the number of directors constituting the entire board of directors and the appointment or removal of any member(s) and elected officer(s) of the board of directors; (e) any loans or evidences of indebtedness which are secured by or affect the real property and/or assets of the corporation or of the sole member or the sole member's subsidiary corporations and contracted on behalf of the corporation; and (f) amendment of the articles of incorporation and/or these bylaws of the corporation.”

“The form 990 and supporting workpapers were reviewed by the chief financial officer of st. Francis healthcare system of hawaii and the company's tax advisors, kmh llp. A copy of form 990 was provided to the board of directors prior to filing with the irs.”

“A conflict of interest questionnaire is completed prior to employment for all employees and directors. Conflict of interest questionnaires are reviewed by hr personnel and updated on an annual basis. After review by hr personnel, potential concerns are referred to management personnel and recommendations for resolutions of conflicts are referred to the corporate compliance steering committee. If a potential or identified conflict of interest cannot be resolved by the aforementioned committee, the matter will be referred to the organizational ethics committee for advice and recommendation.”

“The organization's governing documents, conflict of interest policy, and financial statements are provided to the general public upon request.”

“Franciscan care services, an entity of st. Francis healthcare system of hawaii, was established in 2011 to meet the rapidly growing needs of hawaii's rapidly growing older adult population and the corresponding needs of family caregivers. Franciscan care services currently includes the franciscan adult day center in manoa, also known as the sister maureen intergenerational learning environment (smile), the st. Francis intergenerational center in ewa villages, provide management/care services for a private care home in manoa for the sister of st francis, operates the hawaii bone marrow donor registry program and caregiver support program which offer classes to the community. In the spring of 2013, the st. Francis intergenerational center in ewa villages, opened and features a montessori-based preschool and adult day care under one roof, and is modeled after the successful franciscan adult day center in manoa. Franciscan care services also took over operation of the adult day care program at diamond head from special education centers of hawaii (secoh) from july 1, 2018 to june 30, 2021.”

“ROUNDING -2.”