St. Catherine Hospital Inc.

“Community foundation of northwest indiana, inc. Is the sole member / shareholder.”

“Community foundation of northwest indiana, inc. (cfni) is the parent company of st. Catherine hospital, inc. And has control to elect members of the governing body.”

“COMMUNITY FOUNDATION OF NORTHWEST INDIANA, INC. IS THE PARENT COMPANY OF ST. CATHERINE HOSPITAL, INC. AND HAS RIGHTS TO APPROVE DECISIONS MADE BY ST. CATHERINE HOSPITAL, INC. SPECIFIC RIGHTS AND POWERS RESERVED TO THE CORPORATION. ALL ACTION BY THIS CORPORATION AS THE CONTROLLING ENTITY OF AN AFFILIATE SHALL BE BY THE BOARD OF DIRECTORS OF THIS CORPORATION, SUBJECT TO THE FOLLOWING MATTERS WHICH REQUIRE THE APPROVAL OF THE CORPORATION'S MEMBER: A. THE EXPANSION OR REDUCTION IN HEALTH CARE SERVICES AND/OR DEPARTMENTS, OTHER THAN AS PERMITTED IN GUIDELINES ISSUED BY THE MEMBER, AS AMENDED FROM TIME TO TIME, OR IN EXCESS OF THE AMOUNT PERMITTED BY SUCH GUIDELINES. B. THE ACQUISITION, SALE, TRANSFER, ASSIGNMENT, MORTGAGE OR ENCUMBRANCE OF ANY FIXED CAPITAL, BUILDINGS OR PARCELS OF REAL ESTATE WITH A VALUE EXCEEDING A SPECIFIC THRESHOLD. C. THE LEASE OF ANY FIXED CAPITAL, BUILDINGS OR PARCEL OF REAL ESTATE: (i) WITH A VALUE EXCEEDING A SPECIFIC THRESHOLD OR GREATER OVER THE LIFE OF THE LEASE, IF THE AFFILIATE IS LESSEE; (ii) WITH A VALUE EXCEEDING A SPECIFIC THRESHOLD OR GREATER OVER THE LIFE OF THE LEASE, IF THE AFFILIATE IS LESSOR. D. ANY ACTION WHICH MIGHT BE CONSIDERED AS INCONSISTENT WITH THE OBJECTIVES AND PURPOSES AS SET FORTH IN ARTICLE I OF THESE BYLAWS. E. THE INCURRENCE OF ANY DEBT OR OBLIGATION WHICH WOULD BIND OR OBLIGATE THE AFFILIATE IN AN AGGREGATE AMOUNT EXCEEDING THE LESSER OF A SPECIFIC THRESHOLD OR TEN PERCENT (10%) OF THE BOOK VALUE OF THE AFFILIATE'S FIXED ASSETS. F. THE APPROVAL OF AMENDMENTS TO ANY INTERNAL AUDIT PROGRAM AND SELECTION OF THE CERTIFIED PUBLIC ACCOUNTING FIRM TO ACT AS THE AFFILIATE'S AUDITOR. G. THE SELECTION OF THE AFFILIATE'S INSURANCE BROKERS AND/OR INSURERS WITH RESPECT TO ITS PROPERTY AND CASUALTY COVERAGES. H. THE INVESTMENT OF THE AFFILIATE'S FUNDS, WHETHER CONSTITUTING SURPLUS OR OTHERWISE, IN ACCOUNTS, SECURITIES OR FINANCIAL INSTRUMENTS OR WITH INSTITUTIONS OR DEPOSITORIES OTHER THAN THOSE PERMITTED IN GUIDELINES ISSUED BY THE MEMBER, AS AMENDED FROM TIME TO TIME, OR IN EXCESS OF THE AMOUNT(S) PERMITTED BY SUCH GUIDELINES. I. THE ACQUISITION OR ESTABLISHMENT OF ANY ENTITY (INCLUDING JOINT VENTURES) OR THE OPERATION OF ANY BUSINESS OR FUNDRAISING ORGANIZATION, WHETHER FOR PROFIT OR NONPROFIT, CORPORATE, OR OTHERWISE WHICH THE AFFILIATE INTENDS TO MAINTAIN OWNERSHIP OR CONTROL OF ON AN ONGOING BASIS AND THE DISPOSITION OR DISSOLUTION THEREOF. J. THE APPROVAL OF THE AFFILIATE'S LEGAL COUNSEL. K. THE APPROVAL OF THE AFFILIATE'S ANNUAL OPERATING AND CAPITAL BUDGETS. L. THE ACCEPTANCE OF ANY DONATION, GIFT, DEVISE OR BEQUEST WHICH IMPOSES AN OBLIGATION UPON THE AFFILIATE, CORPORATION, THE SYSTEM OR THE MEMBER. M. THE APPROVAL OF THE AFFILIATE'S LONG-RANGE FINANCIAL AND STRATEGIC PLANS AND ANY AMENDMENTS THERETO. N. ALL MAJOR CORPORATE STRUCTURAL CHANGES, INCLUDING, BUT NOT LIMITED TO, MERGER, CONSOLIDATION OR DISSOLUTION OF THE AFFILIATE OR ANY OF ITS SUBSIDIARIES AND THE SALE OF SUBSTANTIALLY ALL OF THE ASSETS OF THE AFFILIATES OR ANY OF ITS SUBSIDIARIES. O. THE APPROVAL OF OR AN AMENDMENT TO ANY MANAGEMENT CONTRACT WITH RESPECT TO THE OPERATIONS OF THE AFFILIATES OR ITS FACILITIES. P. THE APPROVAL OF THE AFFILIATE'S KEY MANAGEMENT STAFF.”

“The 990 is submitted to the sr vp and system cfo for review, once this review is complete the returns are then presented to senior leadership for review. The 990 is also reviewed by an independent accounting firm before it is posted to a secure website to allow the board of directors to review prior to filing.”

“As part of the organization's annual monitoring & enforcement procedure relating to its conflict of interest policy, all conflict of interest questionnaires are reviewed by the vp of corporate compliance and those officers, directors, or key employees who do not return or fully complete the questionnaire are contacted to reconcile the omission. Restrictions on members with a conflict - members with a conflict are required to recuse themselves from any deliberation and must abstain from the vote.”

“The cfni board has adopted executive and board of directors compensation philosophy and reasonableness standards. This is to ascertain that these standards are adhered to. Their process for collecting and assembling market data is consistent with the rebuttable presumption checklist and guidelines along with fair market value used by the irs in conducting executive compensation reviews as well as contemporary compensation practices. All market data is assembled from reputable commercially available sources and updated annually. The most recent update occurred in april 2019.”

“St. Catherine hospital, inc. Does not make its governing documents or conflict of interest policy available to the public. In accordance with bond covenants, st. Catherine hospital, inc. Through community foundation of northwest indiana, inc. Makes its financial statements and disclosures available to the public through the emma database.”

“Certain salaries and medical directorships are paid by a related organization, usually the parent (cfni), while the hours are applicable to the reporting organization.”

“Equity transfers (to) / from related organizations (9,090,197) temp restricted - fund tranfer 374,640 interest income on restricted funds 9,197 total change in net assets (8,706,360)”