St. Leonard

“Pursuant to section 8.6 of the bylaws of st. Leonard, the executive committee is composed of the board chair, the board vice chair, the president, 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. The executive committee shall consist of only directors of the corporation. Pursuant to section 8.1 of the corporation's bylaws, committees, such as the executive committee, that are granted the authority to act on behalf of the board of directors may include only directors of the corporation. Further, pursuant to section 8.6 of the corporation's bylaws, the executive committee has and may exercise such powers as may be delegated to it by the board of directors. The executive committee also possesses the power to transact routine business of the corporation in the interim period between regularly scheduled meetings of the board of directors.”

“According to the bylaws of st. Leonard, the entity's sole member is chi living communities, a ohio nonprofit organization.”

“According to the organization's bylaws, directors shall be appointed or refused by the corporate member. The corporate member may appoint one or more individuals to the board of directors, and may at any time remove, with or without cause, any member of the board of directors. According to the organization's bylaws, directors of the corporation shall be appointed by the corporate member no later than june 30 of each year. The names and qualifications of each individual accepted by the board of directors shall be submitted to the corporate member, who shall appoint or refuse each nominee in accordance with the corporate member's bylaws and with endorsement of the senior vice president of operations. 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. (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 organization's corporate member is chi living communities. Pursuant to section 5.4 of the organization's bylaws, both chi living communities and commonspirit health (st. Leonard's parent corporation) have reserved powers as outlined in the commonspirit health governance matrix. Pursuant to the governance matrix the following rights are held by chi living communities board: - approve members of st. Leonard's board - amendment of the corporate documents of st. Leonard - approve removal of a member of the governing body of st. Leonard - adoption of long range and strategic plans for st. Leonard 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 st. Leonard - removal of a member of the governing body of st. Leonard - approval of issuance of debt by st. Leonard - approval of participation of st. Leonard in a joint venture - approval of formation of a new corporation by st. Leonard - approval of a merger involving st. Leonard - approval of the sale of all or substantially all of the assets of st. Leonard - to require the transfer of assets by st. Leonard 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, chi living communities 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 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 prior to filing with the irs. Subsequent to the return being provided to the board, 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.”

“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.”

“For leadership positions with substantial influence (not including the president/ceo, who is paid by a related organization), compensation is reviewed by an independent group using comparability data and recommendations are presented to the organization's executive committee for approval of base pay increases and incentive achievement. The documentation of the deliberations includes (a) the terms of the agreement approved and the date approved; (b) the members of the committee who were present during discussion of the approved agreement and those who voted on it; and (c) the comparability data obtained and relied upon by the committee and how the data was obtained. Compensation for other officers (including the president/ceo) and key employees of the organization is established by commonspirit health compensation using external compensation surveys or studies containing comparable data for similarly situated organizations, both taxable and tax exempt for similar job responsibilities.”

“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.”

“Payments to vendors are made by chi living communities, a related entity. Chi living communities files the form 1099s and complies with the backup withholding rules for reportable payments to vendors. The 1099s issued by chi living communities on behalf of the organization are reported to the irs.”

“Other fees for services: program service expenses 864,960. Management and general expenses 43,446. Fundraising expenses 0. Total expenses 908,406. Consulting: program service expenses 96,494. Management and general expenses 5,079. Fundraising expenses 0. Total expenses 101,573. Contract services: program service expenses 1,544,182. Management and general expenses 171,576. Fundraising expenses 0. Total expenses 1,715,758. Purchased services: program service expenses 1,796,330. Management and general expenses 94,543. Fundraising expenses 0. Total expenses 1,890,873.”