Mercyhealth Development Foundation Inc

“The mhdf or foundation board of directors shall be assisted through the work of various standing and special committees. Each committee shall have a charter, which must be approved by the board of directors and which shall specify the composition of the committee (including qualifications of committee members, if any), and the authority and responsibilities of the committee. Except as specifically determined by the board of directors, committees shall account directly to the board of directors through regular reporting at such time and in such format as may be determined by the board. To the extent provided by its charter, a standing committee may be granted the authority to exercise the power of the board between board meetings, except that no committee shall take any of the following actions: (a) adopt a plan for distribution of the assets or dissolution of the foundation; (b) fill vacancies on the board or any committee thereof; (c) elect, appoint or remove any director, officer or committee member, or fix the compensation of any committee member; (d) amend or repeal the articles of incorporation or the bylaws; (e) adopt a plan of merger or consolidation, or authorize the sale, lease, exchange or mortgage of all or substantially all of the property or assets of the foundation; or (f) amend, alter, repeal or take action inconsistent with any resolution or action of the board if, by its terms, such resolution or action provides that it shall not be amended, altered or repealed by a committee.”

“Mercy health corporation (mhc) is the sole corporate member of mercyhealth development foundation, inc. (foundation). The board of directors of the sole member (the "sole member board") shall have exclusive authority over the following actions of the foundation and, through the foundation, any corporation, association, partnership, trust, joint venture, or other entity wholly or partially controlled by the foundation (each a "subsidiary"), as well as other entities controlled by the sole member (collectively, the "system"). Unless expressly stated to the contrary herein, the sole member may exercise such power with or without a prior action or recommendation of the board. (a) majority vote. The following foundation actions may be taken by a majority vote of the sole member board: (i) election and removal of the directors or directors of any subsidiary; (ii) initiation or approval of the formation of a new subsidiary, or an equity investment by the foundation or a subsidiary in any unrelated person; (iii) adoption of the annual consolidated operating and capital budgets of the foundation and its subsidiaries, which shall be consistent with the strategic plans and strategic capital plans of the system; (iv) initiation or approval of unbudgeted or out-of-budget capital expenditures by the foundation or one or more subsidiaries that exceed $500,000 as either a single item or a series of related items; (v) initiation or approval of budgeted capital expenditures by the foundation or one or more subsidiaries exceeding $1,500,000; (vi) approval of local banking relationship of the foundation or its subsidiaries and the foundation's or any subsidiary's engagement of independent auditors; (vii) initiation or approval of loans or other incurrence of debt by the foundation or any subsidiary exceeding $500,000; (viii) approval of any action that could impair the tax-exempt status of the foundation or any subsidiary; (ix) initiation or approval of the hiring or removal of the chief executive officer, president and/or chief operating officer of foundation or any subsidiary; (x) any other action reserved to the foundation by the articles of incorporation or bylaws of a subsidiary; and (xi) approval of any and all such other matters regarding the foundation and the conduct of its business activities and ownership of its assets as may rightly come before the sole member board; (b) supermajority vote. The following foundation actions may be taken by a supermajority vote of the sole member board (as defined in the sole member's corporate bylaws): (i) approval of the issuance of indebtedness exceeding $5 million on behalf of the foundation or any subsidiary; (ii) initiation or approval of any acquisition, merger, consolidation, dissolution or other affiliation of the foundation or a subsidiary with an unrelated entity; (iii) initiation or approval of any acquisition, merger, consolidation, dissolution, or sale of substantially all of the assets of the foundation or a subsidiary; (iv) initiation or approval of changes to the mission of the foundation or any other amendment or restatement of the foundation's articles of incorporation or these bylaws; (v) initiation or approval of changes to the mission of a subsidiary or any other amendment or restatement of a subsidiary's articles of incorporation or corporate bylaws; (vi) initiation or approval of material changes to the scope of services of foundation or its subsidiaries if such changes would have a material net effect (i.e., an actual or reasonably foreseeable value or economic effect of at least $1,000,000) on the operating margin of foundation or its subsidiaries; and (vii) removal of any director of the foundation or a director of a subsidiary based upon a finding of cause, as that term is defined in section 3.5(a) of the bylaws.”

“See narrative for part vi, line 6.”

“See narrative for part vi, line 6.”

“Management reviews the form 990 before filing and it is available to the board of directors.”

“Mhc compliance department (acting on behalf of mhdf and following guidelines set forth in the policy) generally sends out a copy of the policy with the conflict of interest form included. Employees and each board member complete the financial interest disclosure statement which is a part of the policy the mhc compliance department reviews and retains these statements. If a conflict is identified, all affected parties are informed, potential conflicts reviewed and appropriate actions are taken as a result of the review. Employees are usually given the policy and a statement to complete annually at the beginning of the year or as a new party is hired or joins the mhdf board. This process was last completed in 2024, when the questionnaires were sent to address any 2023 conflicts identified. The mhc conflict of interest policy is available upon request.”

“No documents available to the public.”

“No change from prior year.”