Providence Care Centers

“Effective january 1, 2013, the board structure for providence care centers 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 providence care centers.”

“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 providence care centers.”

“Franciscan living communities has the reserved power to: 1) adopt or change the philosophy, objectives, purposes or ethical or religious standards of the corporation; 2) remove the trustees at will; 3) elect, appoint and remove any officer and chairperson of any committee of the corporation; 4) to amend or repeal the articles of incorporation and the code of regulations; 5) to dissolve or terminate the existence of the corporation or to revoke any proceeding for its voluntary dissolution and to determine the distribution of assets upon any approved dissolution or termination; 6) satisfy all requirements applicable to nonprofit corporations under state law; 7) take any action necessary to conform the purposes and activities of the corporation with the traditions, teaching and canon law of the roman catholic church as they may be in effect from time to time; 8) approve any transaction, agreement, arrangement or claim to which the corporation is a party that involves a potential conflict of interest; 9) to approve any merger or consolidation of the corporation and any sale of substantially all of its assets; 10) to authorize the creation of any subsidiary organization or the affiliation of the corporation with any other entity for the purpose of the joint conduct of business or other programs, whether in the form of participation in a corporation, partnership, joint venture, co-tenancy or any other form of ownership or control; 11) approve the conveyance of real property or the granting of mortgages or trust deed or the creation of other liens upon any real property owned by the corporation; 12) approve conveying any tangible personal property, incurring any debt or series of debts, guaranteeing of any debt or series of debts, or the granting of any security interest or other lien in the property of the corporation in excess of the amount prescribed from time to time by the member; 13) approve any capital expenditure or grant; 14) approve the annual operating and capital budgets of the corporation; 15) approve the addition or termination of services; 16) approve the corporation's auditor; 17) approve the corporation's strategic plan; 18) approve the power of approval reserved by the corporation over actions of the governing bodies of its subsidiary organizations or affiliated entities; and 19) approve any other act for which membership approval is required under applicable canon or civil law, the articles of incorporation, or the code of regulations.”

“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 executive director'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 does not make its governing documents, conflict of interest policy or financial statements available to the public.”

“The committee that assumes responsibility for oversight of the audit and selection of the independent accountant has not changed its oversight process or selection process from the prior year.”

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