Tri-State Health Services Inc.

“During the short period tax year from 01/01/2016 through 06/30/2016, 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.”

“Effective 2/1/2016, the organization's bylaws were amended to include the following significant changes: -Catholic Health Initiatives, a Colorado nonprofit organization, became the parent corporation -The organization's mission was updated. -The number of voting members of the Board of Trustees consisted of not less than 5 or more than 9 members. This did not include ex officio members. It now shall consist of no fewer than 3 and no more than 21 members, including any ex officio members. -The appointment and election of the organization's officers were also updated. The President of the Corporation shall be appointed by the Corporate Member. The Chairperson of the Board, the Vice Chairperson of the Board, the Treasurer, and the Secretary shall be elected by the Board. All other officers of the Corporation shall be appointed by the President. -Upon dissolution, the property and assets of the corporation will be irrevocably dedicated to charitable, religious, educational, and scientific purposes. Upon the dissolution or liquidation of the Corporation, its assets remaining, after payment or adequate provision for payment of all debts and obligations of the Corporation, shall be distributed in accordance with the dissolution provisions set forth in the Corporation's Articles of lncorporation. -The provisions to amend the organizing documents were expanded upon to include specific language of who can propose amendments and the criteria for proposed amendments to be adopted. This provision now states the following: "Amendments to this Code of Regulations may be proposed by either the Board, the Corporate Member, or the Parent Corporation, provided that any amendments proposed by the Board shall be effective only when adopted by the affirmative vote of not less than a majority of the directors then in office and approved by the Corporate Member. Notwithstanding anything in this Code of Regulations to the contrary, the Corporate Member and the Parent Corporation shall at all times retain the right and power to unilaterally amend this Code of Regulations." -Provisions to the organizing documents were included to include the organizations conflicts of interest policy.”

“According to the articles of incorporation of Tri-State Health Services, Inc. the entity's sole member is Trinity Health System, an Ohio nonprofit organization.”

“Directors of the Corporation shall be appointed 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 Governance Committee shall select and submit to the Board a slate of nominees qualified to serve on the Board. The Board 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 shall then be submitted to the Corporate Member, who shall then recommend the appointment or refusal of each nominee to Sylvania who shall approve the appointment or refusal of each such nominee and with the recommendation of the President Health System Delivery and Chief Operating Officer or other designee. Notwithstanding anything in this Code of Regulations to the contrary, Sylvania may unilaterally appoint one or more individuals to the Board should the Board or the Corporate Member fail to furnish the Corporate Member or Sylvania, as applicable, with a list of individuals qualified to serve on the Board in accordance with this Section.”

“Catholic Health Initiatives (CHI) (Trinity Health System's sole corporate member) have reserved powers as outlined in the CHI governance matrix. Pursuant to the governance matrix the following rights are held by the Trinity Health System] Board: * Approve members of the Tri-State Health Services, Inc. board * Amendment of the corporate documents of the Tri-State Health Services, Inc. * Approve removal of a member of the governing body of the Tri-State Health Services, Inc. * Adoption of long range and strategic plans for the Tri-State Health Services, Inc. The following rights are reserved to the CHI Board directly or through powers delegated to the CHI Chief Executive Officer: * Substantial change in the mission or philosophy of the Tri-State Health Services, Inc. * Removal of a member of the governing body of the Tri-State Health Services, Inc. * Approval of issuance of debt by Tri-State Health Services, Inc. * Approval of participation of Tri-State Health Services, Inc. in a joint venture * Approval of formation of a new corporation by Tri-State Health Services, Inc. * Approval of a merger involving the Tri-State Health Services, Inc. * Approval of the sale of all or substantially all of the assets of the Tri-State Health Services, Inc. * To require the transfer of assets by the Tri-State Health Services, Inc. to CHI to accomplish CHI's goals and objectives, and to satisfy CHI debts. Pursuant to Section 5.5 of the organization's bylaws, Trinity Health System or CHI 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."”

“Once the return is prepared, the return is reviewed by the executive board committee. The executive board committee then presents on their review at the board of trustees meeting. The tax department files the return with the appropriate federal and state agencies, making any non-substantive changes necessary to effect e-filing. Any such changes are not re-submitted to the board.”

“Catholic Health Initiatives ("CHI") has a Conflicts of Interest ("COI") policy in place to maintain the integrity of all of its activities. The policy applies to CHI Board of Stewardship Trustees and members of its committees; all board and board committee members of CHI Entities; all CHI employees; all CHI physicians (both employed and non-employed) and all physician administrators and leaders; advanced practice clinicians (both employed and non-employed); and all CHI research personnel (both employed and non-employed). Disclosure, review and management of perceived, potential or actual conflicts of interest are accomplished through a defined COI disclosure process. Each person has a general ongoing obligation to promptly and fully report to his/her direct manager, supervisor, medical staff office, board or board committee chair any situation or circumstance that may create a conflict of interest. The person must report the actual or potential conflict as soon as she/he becomes aware of it. In any situation where the person may be in doubt, a full disclosure should be made to permit an impartial and objective determination. In addition to the general ongoing obligation, there are initial disclosure obligations. The board, board committee members, and new employees are required to make disclosures at the time of their initial hiring/appointment. All non-employed, credentialed or contracted physicians are required to make disclosures at the time of their credentialing and during any subsequent reappointment or recredentialing. All researchers are required to make disclosures upon consideration of affiliation with a research sponsor. In addition to the general ongoing and initial disclosure obligations, there is an annual disclosure obligation. All corporate officers, board and board committee members, employees at the level of manager and above, researchers, supply chain employees, employed physicians, physician administrators and leaders, and employed advanced practice clinicians must complete a new conflict of interest disclosure annually. Disclosures of perceived, potential or actual conflicts involving financial interests are forwarded to the Conflicts of Interest Review Committee ("C-CIRC") or Legal Services Group for review depending on the position of the person involved. The C-CIRC reviews COI questionnaires containing disclosures of perceived or possible conflicts for employees at a level of manager or above, supply chain employees, researchers and physicians, physician administrators and leaders, and advanced practice clinicians (both employed and non-employed). In the determination of a conflict, a COI management plan will be developed for that person. With respect to those audiences for which the C-CIRC has review responsibility, the C-CIRC will facilitate development of any such conflict of interest management plan in collaboration with local CRP staff. A designated CHI Entity staff will be responsible for monitoring the COI management plan and for documenting monitoring activities. At its sole discretion, a CHI Entity may reject a Person's request to enter into the relationship in question, or require the relationship be sufficiently altered to avoid a potential COI. If the C-CIRC determines that there is a potential or actual conflict of interest that does not currently have appropriate controls to address the conflict of interest, it may recommend that the disclosing person be allowed to participate in the activity or transaction subject to restrictions as outlined in the COI management plan. If a Person does not agree with a determination made by the C-CIRC, its interpretation of the Policy or Addenda, or seeks an exemption or exception, the following steps should be followed. The Employee disputing the review decision, interpretation of the Policy, or seeking exemption or exception must present the matter to the Employee's immediate direct manager or supervisor for review and determination. If the Employee and”

“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 Catholic Health Initiatives' consolidated audited financial statements that are available at www.catholichealthinitiatives.org or at www.DACBOND.org.”

“The mission of the Corporation and of the Parent Corporation is to nurture the healing ministry of the Church, supported by education and research. Fidelity to the Gospel urges the Corporation and the Parent Corporation to emphasize human dignity and social justice as they create healthier communities. The Parent Corporation, sponsored by a lay-religious partnership, calls other Catholic sponsors and systems to unite to ensure the future of Catholic health care. To fulfill this mission, the Corporation and the Parent Corporation, as values-based organizations, will assure the integrity of the ministry in both current and developing organizations and activities; research and develop new ministries that integrate health, education, pastoral, and social services; promote leadership development and formation for ministry throughout the entire organization; advocate for systemic changes with specific concern for persons who are poor, alienated, and underserved; and steward resources by general oversight of the entire organization.”

“Investment in trinity health system transferred to catholic health initiatives - -81538950; write-off of investment in ross park pharmacy - -50000;”