St Margaret'S Health-Spring Valley

“The sole member of the organization is St. Margaret's Health.”

“St. Margaret's Health, sole member, has authority to elect and remove, with or without cause, the Board of Directors of the Corporation or any member of the Board of Directors of the Corporation.”

“St. Margaret's Health, sole member, has exclusive right to: (a) To establish, approve, or modify the philosophy, vision, values and mission according to which the Corporation operates; (b) To lease, sell, encumber or otherwise alienate any real property or interest in real property of the Corporation; To approve any transfer, lease, sale or encumbrance of personal property of the Corporation except in the ordinary course of business; (d) To approve any purchase or other acquisition by the Corporation that is not included in its operating and capital budgets and exceeds $100,000.00; (e) To approve any borrowing or debt financing on behalf of the Corporation, to structure and restructure indebtedness of the Corporation, and to enter into and amend agreements relating to indebtedness of the Corporation; (f) To require a certified audit of the finances of the Corporation and to appoint the certified public accountant to perform any audit; (g) To approve the engagement of and to dismiss any outside legal counsel to represent the Corporation on a regular basis or in connection with any matter deemed by Member to have significance for the Member and/or its affiliates; (h) To elect and remove, with or without cause, the board of directors of the Corporation or any member of the board of directors of the Corporation; (i) To merge or consolidate the Corporation with other entities, to merge other entities into the Corporation, or to dissolve the Corporation, in accordance with applicable law; (j) To amend the bylaws and Articles of Incorporation of the Corporation in accordance with applicable law; (k) To expand, consolidate, terminate or close any of the facilities and services of the Corporation; (l) To hire, appoint, enter into an employment contract with, discipline, remove or terminate the Corporation President & CEO and to appoint and remove the Corporation Chairperson, Vice Chairperson, Secretary and Chief Financial Officer; (m) To approve strategic plan and management objectives for the Corporation, which will be developed by the Corporation and recommended to Member; (n) To adopt or modify the operating budget and capital budget for any fiscal year for the Corporation, which will be developed by the Corporation and recommended to Member; (o) To give preliminary approval prior to the development of, and to give final approval prior to the execution of, all documents to which the Corporation will be a party to joint ventures and other affiliations with third parties, and approve the creation, formation, organization, or termination of any legal entity in which the Corporation will have any ownership interest, membership interest, power to elect or appoint board members or officers, or any other formal participation arrangement, whether acting alone or in conjunction with any other person or entity; (p) To approve appointments to governing bodies of joint ventures between the Corporation and third parties and other legal entities in which the Corporation has any power to elect or appoint board members or officers; and (q) To take any and all actions deemed necessary, in the sole judgment of the Member, to protect and preserve the tax-exempt status and public charity status of the Member and any tax-exempt affiliate of the Member (including federal and state income tax exemptions, property tax exemptions, and sales tax exemptions); provided the Member has given a written request to the Corporation to take action or refrain from taking action, which would have sufficiently protected and preserved such tax-exempt and public charity status, and the Corporation has failed to promptly take such action or refrain from taking such action.”

“The organization does not have committees with authority to act on behalf of the governing body.”

“The Form 990 is made available to the Board of Directors. The President & CEO and Vice President of Finance review the Form 990.”

“Each Director and officer must submit in writing to the Chair of the Board and the President & CEO a list of all business or other organizations of which the individual is an officer, director, trustee, member, owner (either as a sole proprietor or partner), shareholder with a 5% or greater interest in all outstanding voting shares, employee or agent, with which the organization has, or might reasonably in the future enter into, a relationship or a transaction in which the Director would have conflicting interests. Each written statement is resubmitted with any necessary changes each year. The Chair of the Board reviews the statements of the Directors and the Vice Chair of the Board reviews the statement filed by the Chair. When a conflict arises the affected Director makes known the potential conflict, whether disclosed by written statement or not, and after answering any questions, will withdraw from the meeting for as long as the matter continues under discussion. Should the matter be brought to a vote, the affected Director will not vote on it. In the event the Director does not withdraw voluntarily, the Chair of the Board as authority to require the Director to remove himself from the room during both the discussion and vote on the matter. In the event the conflict of interest affects the Chair, the Vice Chair has authority to require the Chairperson remove himself in the same matter. If the matter is the item of business for which a special meeting of the Board was called, the affected Director will not be counted to establish a quorum, and he/she will not participate in the deliberations or vote on it.”

“The Organization's President & CEO and Vice President of Finance are compensated by SMP Health, a related organization. The compensation process is determined by SMP Health. SMP Health's Board of Trustees directly engages a nationally recognized independent compensation consulting firm to review the total compensation arrangements of the officers and key employees. SMP Health's Board of Trustees approves all compensation based on comparable data and documents their decision in the meeting minutes.”

“The Organization's governing documents, conflict of interest policy, and financial statements are not available to the public. Financial information is available through the public disclosure copy of the 990.”

“St. Margaret's Health - Spring Valley ceased operations on Friday, June 16, 2023. On August 31, 2023, the hospital filed a petition for relief under Chapter 11 of the federal bankruptcy law in the United States Bankruptcy Court.”

“The audit of St. Margaret's Health - Spring Valley for the year ended September 30, 2022 was started in November 2022. The audit was suspended due to outstanding items and never completed. St. Margaret's Health - Spring Valley ceased operations on Friday, June 16, 2023. On August 31, 2023, the hospital filed a petition for relief under Chapter 11 of the federal bankruptcy law in the United States Bankruptcy Court. The audit for fiscal year ending September 30, 2023 was not completed. The Organization has attached a copy of its most recent audited financial statements for the years ended September 30, 2021 and 2020 to the Form 990 and answered yes to Part IV, line 20b.”

“Purchased services: Program service expenses 7,660,839. Management and general expenses 3,877,881. Fundraising expenses 0. Total expenses 11,538,720. Professional fees: Program service expenses 0. Management and general expenses 3,414,064. Fundraising expenses 0. Total expenses 3,414,064. Contract Labor: Program service expenses 2,967,269. Management and general expenses 27,870. Fundraising expenses 0. Total expenses 2,995,139.”

“Equity transfers to affiliates -17,117,703. Change in beneficial interests in assets held by others 11,837.”