Presence Legacy Association

“Changes to organizational documents the corporation's articles of incorporation were amended effective june 13, 2016 to amend the purposes in articles iii to reflect that the corporation shall have a sole sponsor and no members. Article iv was also amended to state that the corporation shall have no members. The bylaws were amended on november 22, 2016 to remove the corporation's members and name presence health ministries as the sole sponsor and local ordinary of the presence health system. This amendment included multiple changes to reflect the transition from the previous membership to a sole sponsor. The revised bylaws also provide that the governance committee will be involved in the reappointment assessment for presence health ministries' board appointees and the board chairperson is permitted to provide a recommendation for director removal after consultation with at least a majority of the non-affected members of the board.”

“Members or shareholders the corporation has one "sponsor," presence health ministries, which is the religious sponsor of the presence health system, consisting of the catholic canonical juridic person that is accountable to the holy see and the local ordinary for presence health network and its affiliated ministries. The powers of the sponsor are defined in the corporations bylaws, and included in this schedule o in response to part vi, question 7b.”

“Persons with authority to elect members of the governing body the corporations sponsor may directly appoint up to five directors and shall select and appoint all other directors from among those nominated by the corporation's board of directors upon the recommendation of its governance committee.”

“Decisions of governing body approval by members or shareholders the corporations corporate and sponsor members have the following reserve powers. Powers of sponsor members: a. Approve the sale, transfer, lease (other than in the ordinary course of business and for lease terms of ten (10) years or less) or encumbrance of stable patrimony of the sponsor; b. Approve any proposed amendment to the organizational documents of the corporation; or any amendment of any organizational document of an affiliate that would change sponsor reserved powers; c. Approve any merger, consolidation or dissolution of the corporation or voluntary filing for bankruptcy court protection by the corporation; d. Adopt, amend or repeal any statement of the system's mission and values; e. Approve the creation of affiliates or the acquisition by the corporation or any affiliate of a minority or majority interest in a newly-created or existing legal entity, as part of the establishment of a joint venture or otherwise (exclusive of security interests held in the ordinary course of business or equity interests held in the ordinary course as part of the presence health investment program); f. Approve any change in the primary business name or logo of the corporation or any affiliate or ministry; g. Appoint or remove at any time, with or without cause, up to five (5) presence health ministries appointees to the corporation board of directors; h. Appoint or remove at any time, with or without cause, the directors of the corporation; i. Approve the appointment of, or remove at any time, with or without cause, the president and chief executive officer and/or the corporation's board chairperson; j. Approve the system's integrated strategic and financial plan; k. Approve the corporation's expenditure of funds or divestiture of assets not included in the integrated strategic and financial plan above a dollar level to be determined from time to time by presence health ministries; l. Approve the corporation's incurrence of additional system debt or debt capacity above a dollar level to be determined from time to time by presence health ministries; and m. Approve any voluntary change to the corporation's federal income tax exemption under code section 501(c)(3).”

“Form 990 review process the draft form 990 is prepared by the corporations accounting firm with assistance from the system finance department. The return is then reviewed by management, including senior leaders from legal, compliance, human resources and the system ceo for accuracy and completeness. As necessary, management consults with external legal and other experts to assure accuracy. The final form 990 is provided to the corporation's board of directors for review prior to filing.”

“Procedures for addressing conflicts of interest the purpose of the conflict of interest policy is to protect the interests of presence health network and all of its affiliated ministries (collectively "presence health") when it is contemplating entering into a transaction or arrangement that might benefit the private interest of any director, trustee, officer, corporate member appointee, member of a committee with board-delegated powers, senior leaders, and others in a recent position to exercise substantial influence over presence health ("interested persons"), and clarify the standards of conduct, duties and obligations of interested persons in the context of potential conflicts of interest by providing a method for disclosing and resolving such potential conflicts. No presence health entity will engage in any contract, transaction or arrangement involving a conflict of interest unless disinterested members of the applicable board of directors or other governing body determine by a majority vote that appropriate safeguards to protect the charitable mission of presence health have been implemented. To facilitate this policy, all interested persons have a continuing obligation to promptly disclose the existence and nature of any actual, apparent, or potential conflicts of interest he/she may have. All disclosures must be provided to the system compliance officer and general counsel in a written description of the material facts. Disclosure shall be on a conflicts of interest questionnaire or similar format as described in the conflicts of interest policy. All interested persons shall also complete a questionnaire based on the assumption of the board (or other relevant) position, and thereafter on at least an annual basis or when an actual, apparent, or potential conflict arises. At any time that an actual, apparent or a potential conflict of interest is identified to the corporations board of directors, whether through the voluntary submission of a disclosure statement by an interested person, or by a disclosure by a person other than the subject interested person, the corporations board or applicable committee shall review the matter and determine whether a conflict of interest exists. Once all necessary information has been obtained, only disinterested directors/committee members vote to determine whether a conflict of interest exists. If a conflict is found to exist the interested person will generally be required to recuse him or herself during any meeting in which the board of directors or applicable committee conducts the evaluation of the subject transaction, except to answer questions as may be necessary. To ensure that the presence health operates in a manner consistent with its charitable purposes and that it does not engage in activities that could jeopardize its exempt status, transactions involving interested persons are only approved if, after exercising reasonable due diligence, the board determines they are fair and reasonable, taking into account factors such as whether presence health could obtain a more advantageous contract, transaction or arrangement. However, lending money or guarantying an obligation of a director, officer, or employee of presence health (exclusive of customary insurance coverage for acts done in connection with such individuals service to or employment by presence health) is strictly prohibited.”

“Compensation and approval process for officers and key employees compensation for the corporations ceo and other officers or key employees is determined in accordance with written policies and procedures adopted by the board of directors of the systems parent,presence health network ("phn"), and applied by the human resources committee of the board of directors. The board of directors uses market data compiled by an independent compensation consultant to establish base salaries and total cash compensation opportunities. The human resources committee monitors executive total compensation by approving all components of executive total compensation, and annually reviewing and approving compensation changes for each executive.”

“Document availability the corporations articles of incorporation are on file with the state of illinois. The consolidated audited financial statements of the corporation, together with its affiliates, are available from the national dissemination agent as required by presence health systems bond documents. Conflicts of interest policies are not made available to the public, however a summary of the current policy is annually included in schedule o of the corporations form 990.”

“Statutory employer presence care transformation corporation ("pctc") (fein 36-3366652) acts as the agent for the corporation. Cash is swept from the corporation on a daily basis to pctc and pctc issues all payroll and accounts payable checks on behalf of and as agent for the corporation and the appropriate accounting entries are recorded.”

“Doing business as/assumed names presence health network also operates under the following assumed names: - presence health - presence health care - presence healthcare”

“Mission statement/significant activity inspired by the healing ministry of jesus christ, presence health network provides administrative management and other support to affiliate catholic-sponsored hospitals, nursing homes, and other health care providers, to enable them to provide compassionate, holistic care with a spirit of healing and hope in the communities they serve.”

“Mission statement inspired by the healing ministry of jesus christ, presence health network provides administrative management and other support to affiliate catholic-sponsored hospitals, nursing homes, and other health care providers, to enable them to provide compassionate, holistic care with a spirit of healing and hope in the communities they serve.”

“Compensation and form w-3 transmittal of wages and tax statement presence health network (the "corporation") reports 0 employees on form 990, part i, question 5 and form 990, part v, question 2a as it is not required to file form w-3, transmittal of wages and tax statement. The corporations compensation is paid by presence care transformation corporation ("pctc"), which issues the forms w-2 and w-3, and the expense is transferred to the corporation. The compensation amounts reported in this 990 reflect the amount transferred to the corporation from pctc.”

“Form 1096 transmittal of u.s. Information returns presence health network (the "corporation") reports 0 on form 990, part v, question 1a as it is not required to file form 1096, transmittal of u.s. Information returns. All of the corporations accounts payable reportable on form 1096 are paid by presence care transformation corporation ("pctc"), which issues all forms 1099, and the expense is transferred to the corporation. The compensation amounts reported in this 990 reflect the amount transferred to the corporation from pctc.”

“Audited financial statements an independent accountant annually audits the consolidated financial statements of presence health network and its affiliates. The audit opinion is issued on the consolidated financial statements and each affiliate is not separately audited. An independent accountant annually audits the consolidated financial statements of presence health network and its affiliates. The audit opinion is issued on the consolidated financial statements and each affiliate is not separately audited. Part xii, lines 3a & 3b presence health network completes a consolidated a-133 audit which includes all entities for which it is a parent organization whether they expended federal funds during the year or not.”