Franciscan Alliance Foundation Inc

“THE SOLE MEMBER OF FRANCSICAN HEALTH FOUNDATION, INC. IS FRANCISCAN ALLIANCE, INC. FORM 990, PART VI, SECTION A, LINE 7A THE SOLE MEMBER, FRANCISCAN ALLIANCE, INC., ELECTS ALL DIRECTORS. FORM 990, PART VI, SECTION A, LINE 7B The following matters are reserved exclusively to the Member for consideration and action and must be submitted to and receive the approval of the Member: (a) amend, restate, repeal or replace the Articles of Incorporation; (b) adopt, amend, restate, repeal or replace the Bylaws; (c) authorize the merger, consolidation, or dissolution of the Foundation; (d) authorize the sale, pledge, lease or exchange of the Foundation's assets; (e) authorize the incurrence of debt by the Foundation; (f) select or remove the Foundation's independent auditors; (g) take action on matters which may be specified by the Member from time to time; (h) authorize actions otherwise requiring Member approval by law or which the Board determines are advisable to be considered by the Member; (i) settlement of proceedings for which indemnification or advancement of expenses may be sought; (j) determine whether the Foundation is in compliance with The Ethical and Religious Directives for Catholic Health Care Services; (k) approve the annual budgets of the Foundation, and amendments thereto with such modifications as the Member may deem necessary or appropriate and any unbudgeted expenditures of the Foundation in excess of One Hundred Thousand Dollars ($100,000); (l) approve the Chairperson of the Regional Council of each of the Regional Divisional Offices of the Foundation, and to remove such individuals with or without cause; (m) adopt, amend, restate, repeal or replace the Charter of each of the Regional Divisional Offices of the Foundation; (n) create, determine the boundaries, reorganize, consolidate or discontinue the Divisional Offices of the Foundation; (o) voluntarily declare and file for bankruptcy of the Foundation; (p) approve the admission or removal of a Member; (q) approve a strategic plan of the Foundation and any modifications thereto or replacements thereof developed and recommended by the Board of Directors of the Foundation, with such modifications thereto as the Member may deem necessary or appropriate; (r) change the status of the Foundation for federal tax purposes or make any federal or state tax election on behalf of the Foundation; (s) establish any subsidiaries or affiliates of the Foundation or enter into any joint venture arrangements involving the Foundation; (t) promulgate policies binding on the Foundation; (u) adopt, amend and terminate employee benefits and employee benefit plans; (v) require the Foundation to participate in the Member's shared services programs; and (w) approve the Foundation's acceptance of any gift or bequest which includes either an interest (including future interests) in real property, or other assets which are encumbered in any way. FORM 990, PART VI, SECTION B, LINE 11B THE INFORMATION TO PREPARE THE FORM 990 OF FRANCISCAN HEALTH FOUNDATION, INC. IS GATHERED BY FINANCE STAFF AND PROVIDED TO ITS ACCOUNTING FIRM WHO PREPARES THE RETURN. SENIOR MANAGEMENT THEN REVIEWS THE RETURN PRIOR TO FILING. THE FORM 990 IS ALSO MADE AVAILABLE TO THE FRANCISCAN HEALTH FOUNDATION'S BOARD OF DIRECTORS PRIOR TO FILING.”

“The corporation and/or an affiliate requires annual conflict of interest statements from each director, principal officer, and members of committees with board designated powers which affirms that they have received, read, and understand the conflict of interest policy and have agreed to comply with the policy. In connection with any actual or possible conflict of interest, a director, principal officer, or member or a committee with board designated powers must disclose the existence and nature of the financial interest to the directors and members of committees with board designated powers considering the proposed transaction or arrangements. After disclosure of the financial interest, the director, principal, or committee member shall leave the board or committee meeting while the financial interest is discussed and vote taken. In addition, ongoing reviews and assessments are made to make certain that the corporation operates in a manner consistent with its charitable purposes. In conducting the ongoing reviews and assessments, the corporation uses internal and external advisors. Form 990, part vi, section b, lines 15a and 15b franciscan health foundation, inc. Does not compensate its officers and it does not have any employees.”

“Other comprehensive income $ 2,635,560 ____________ total $ 2,635,560”