Chi Nebraska

“Pursuant to the organization's bylaws, the executive committee shall consist of only directors of the corporation and shall be composed of the chairperson of the board, the vice chairperson of the board, and the president and chief executive officer, each of whom shall serve as an ex officio voting member of the executive committee, and two voting members appointed by the board of directors. The executive committee has and may exercise such powers as may be delegated to it by the board of directors. Additionally, the executive committee has the power to transact routine business of the corporation in the interim periods between regularly scheduled meetings of the board of directors, provided their actions are consistent with any actions or policies of the board or the corporate member. All actions taken are contemporaneously documented and reported to the board at the earliest meeting.”

“Mardell wilson and kevin fitzgerald - business relationship”

“According to the bylaws of chi nebraska, the entity's sole corporate member is commonspirit health, a colorado nonprofit corporation.”

“According to the organization's bylaws, directors of the corporation shall be appointed by the corporate member no later than june 30 of each year. The names and qualifications of each individual accepted by the board of directors shall be submitted to the corporate member, who shall appoint or refuse each nominee in accordance with the corporate member's bylaws and with endorsement of the executive vice president and chief operating officer or other designee. The corporate member may unilaterally appoint one or more individuals to the board of directors should the board fail to furnish the corporate member with a list of individuals qualified to serve on the board of directors of the corporation.”

“The organization's corporate member is commonspirit health. Pursuant to the organization's bylaws, the corporate member shall have the specific rights set forth in the governance matrix. Pursuant to the governance matrix the following rights are reserved to the commonspirit health board directly or through powers delegated to the commonspirit health chief executive officer: - substantial change in the mission or philosophy of chi nebraska - amendment of the corporate documents of chi nebraska - approve members of the chi nebraska board - removal of a member of the governing body of chi nebraska - approval of issuance of debt by chi nebraska - approval of participation of chi nebraska in a joint venture - approval of formation of a new corporation by chi nebraska - approval of a merger involving chi nebraska - approval of the sale of all or substantially all of the assets of chi nebraska - to require the transfer of assets by chi nebraska to commonspirit health to accomplish commonspirit health's goals and objectives, and to satisfy commonspirit health debts - adoption of long range and strategic plans for chi nebraska pursuant to section 5.5.2 of the organization's bylaws, commonspirit health may, in exercise of its approval powers, grant or withhold approval in whole or in part, or may, in its complete discretion, after consultation with the board and the president and chief executive officer of the organization, recommend such other or different actions as it deems appropriate.”

“Following the preparation of the form 990 by tax analysts of commonspirit health, a related organization, the return is reviewed by the commonspirit health tax director and the local chief financial officer. Additionally, the board of directors are provided the final form 990 and related schedules to review and are able to ask the chief financial officer and tax director questions prior to filing with the irs. Upon chief financial officer approval and signature, the tax analyst files the final form 990 as presented to the board and finance committee, making any non-substantive changes necessary in order to effect e-filing. Any such changes are not re-submitted to the board.”

“The organization has a conflicts of interest ("coi") policy (the "policy") in place to protect the interests of commonspirit health ("commonspirit") in circumstances that may result in a conflict between personal interests of a person and the interests of the organization and those it serves. Commonspirit's coi policy applies to commonspirit, its direct affiliates and subsidiaries and any related entity the governing documents of which require the entity to comply with commonspirit policy (collectively the "system entities"). The following persons are required to disclose actual or potential conflicts of interest at least annually (via a formal system-administered survey) if the person's affiliation with commonspirit continues: - members of corporate and community boards of system entities - members of committees of corporate and community boards of system entities - members of the executive leadership team ("elt") of commonspirit - corporate officers of system entities - key employees and highest compensated employees as specified by the internal revenue service for form 990 purposes who are not otherwise included in the categories above - employees of system entities at the vice president level and above - all individuals engaged in research at institutions owned or operated by a system entity - select employees as determined from time to time by leadership disclosure, review, and management of perceived, potential, or actual conflicts of interest are accomplished through a defined coi disclosure review process. Each person is required to promptly and fully disclose any situation or circumstance that may create a conflict of interest as soon as she/he becomes aware of it. In addition, at the inception of an individual's relationship with commonspirit (e.g. Hiring, board appointment), and for certain positions, annually thereafter, written conflict of interest disclosure forms must be completed. A failure to disclose may result in disciplinary or corrective actions. Reported potential or actual conflicts of interest are initially reviewed by legal, corporate responsibility or research integrity staff. If necessary, a conflict of interest management plan is developed, which plan shall be subject to acceptance by the appropriate direct manager, supervisor, medical staff office, board or board committee (for board, board committee, elt or corporate officer conflicts), or other appropriate individual or body. Once accepted, the conflict of interest management plan is communicated to the person with the actual or potential conflict and the individual must conduct themselves in conformity with the plan. In the event that a transactional conflict interest arises in connection with a system entity board meeting, the conflicted individual must disclose that conflict prior to or at the beginning of the meeting in which the matter is to be considered. The conflicted individual is excluded from voting on the transaction and is prohibited from using personal influence with respect to the matter, but is not prohibited from providing input if requested to do so.”

“During the tax year ended 6/30/2022, no officers, directors or trustees received compensation from the organization. Any executive compensation paid to officers, directors or trustees by related organizations was set by the related organization's compensation committee utilizing both an independent consultant and comparability studies to determine compensation. Therefore, these questions are more appropriately answered as n/a.”

“The organization's governing documents are available from the nebraska secretary of state. The organization's conflict of interest policy is not made available to the public. The organization's financial statements are included in commonspirit health's consolidated audited financial statements that are available at www.commonspirit.org.”

“Chi nebraska has not formally adopted a written policy or written procedure regarding joint ventures. However commonspirit health's system-wide joint venture model operating agreement incorporates controls over the venture sufficient to ensure that (1) the exempt organization at all times retains control over the venture sufficient to ensure that the partnership furthers the exempt purpose of the organization; (2) in any partnership in which the exempt organization is a partner, achievement of exempt purposes is prioritized over maximization of profits for the partners; (3) the partnership does not engage in any activities that would jeopardize the exempt organization's exemption; and (4) returns of capital, allocations, and distributions must be made in proportion to the partners' respective ownership interests. Any joint venture agreements that do not conform to the model agreement are generally reviewed by counsel.”

“As an affiliate of commonspirit health, we make the healing presence of god known in our world by improving the health of the people we serve, especially those who are vulnerable, while we advance social justice for all. To fulfill this mission, the corporation, as a values-based organization, will assure the integrity of the ministry in both current and developing organizations and activities; research and develop new ministries that integrate health, education, pastoral, and social services; promote leadership development and formation for ministry throughout the entire organization; advocate for systemic changes with specific concern for persons who are poor, alienated, and underserved; and steward resources by general oversight of the entire organization.”

“Primary exempt purpose chi nebraska's purpose is to support the religious and charitable purpose of the catholic health care federation ( chcf), including by supporting other related charitable organizations, which support the health care mission of catholic health initiatives by improving access to health care and fostering the wellness of the communities in its service areas. Exempt purpose achievements chi nebraska, f/k/a saint elizabeth health systems, was incorporated in 1982 as a nebraska 501(c)(3), not-for-profit organization. Chi nebraska is guided by its christian based philosophy to develop, promote, and implement programs that bring value to the community in a healing and compassionate environment. The organization works through an affiliated group of tax exempt organizations to promote essential health care services by building healthy relationships that promote the health of the communities and individuals within them. Chi nebraska is a member of commonspirit health. Community service has always been at the core of chi nebraska's activities. Each year, services and programs are expanded to promote healthy communities through innovative programs, collaborations, and partnerships. The programs and services described throughout this report not only serve the community, but also reduce the burdens on the government. For example, if chi nebraska and affiliates did not provide charity care, the burden of providing charity care would fall on government-supported institutions.”

“OTHER CHANGES 8,124.”

“Schedule j, part ii, column (d) nontaxable benefits were imported incorrectly in our tax software. We are amending the form 990 to correct schedule j, part ii, column (d) for all reportable individuals.”