Kishhealth Foundation

“Kishhealth system is the sole member of kishhealth system foundation.”

“As the sole member and parent organization of kishhealth foundation, kishhealth system has the right to elect certain members of the foundation governing board. Per the foundation's bylaws, the voting trustees are elected by the khs board at each annual meeting.”

“Kishhealth system serves as the sole member and parent organization of kishhealth system foundation. The bylaws of the foundation reserve the following powers to kishhealth system: a. Electing the members of the health foundation's board of trustees (the "board"); b. Approving, evaluating and/or removing the president and reviewing and approving the employment contract of the president and establishing compensation for such office; c. Approving the strategic plan for the health foundation; d. Approving the disposition of any assets to any entity other than khs and its affiliated entities other than in the ordinary course of business for the health foundation; e. Approving any change in membership of the health foundation; f. Approving the adoption of and amendments to the organizational documents, including the articles of incorporation and bylaws of the health foundation; g. Approving a plan of merger or a plan of consolidation of the health foundation or establishing a new subsidiary or sister entity; h. Approving a plan for the distribution of the assets of the health foundation; i. Accepting gifts, grants, bequests and donations on behalf of khs and its affiliated entities; j. Approval of the annual operating and capital budgets for the health foundation; k. Exercising any rights that health foundation has as a shareholder or member of a subsidiary entity; l. Approving any affiliations of the health foundation; m. Authorizing the sale, lease, exchange or mortgage of all or substantially all of the property or assets of the health foundation; n. Authorizing the voluntary dissolution of the health foundation, or revoking the proceedings thereof; o. Requiring minutes of meetings, financial records, and such other information as may be necessary to properly evaluate the performance of the health foundation; p. Initiating action to remove or reinstate a trustee when, in the opinion of the khs board of directors (the "khs board"), it is in the best interests of khs or the health foundation. Any action to remove or reinstate shall require a majority vote of those khs directors then in office present and voting at a meeting of the khs board at which a quorum is present. In any action(s) to remove taken by the khs board, the trustee in question shall be advised at least twenty (20) days prior to the meeting that the action will be considered and shall be given the opportunity to make a statement, present witnesses on his/her behalf and question those presenting reasons for his/her removal. All actions to remove shall be taken in closed sessions of the khs board; q. Transferring money or property to any one or more subsidiary.”

“A draft copy of form 990 is provided to the governing body (board of directors) and the governance committee for review by the return preparer prior to filing. The organization's ceo, cfo, and other members of the accounting department are also provided a copy of the return for their review. The chair of the audit committee and the audit committee members are also provided draft copies and review. If changes are necessary, they are reported to the return preparer and incorporated into the final return.”

“Individuals covered by the organization's conflict of interest policy and considered interested persons, include members of the board of directors of any entity within the health system, kishhealth system officers, any committee member, any individual with ultimate responsibility for implementing board decisions or supervising the management, administration, or operation of the organization, and immediate family members of those listed. It is the duty of these interested persons to self-disclose any conflicts of interest. Conflicts of interest are investigated by appointed members of the kishhealth system governance committee on an ongoing basis. If it is determined that an individual failed to disclose an actual or possible conflict of interest, it shall inform the individual of such a belief and afford him an opportunity to explain. After said explanation, the board shall take appropriate disciplinary and corrective action as deemed necessary. An interested person deemed to have a conflict must not be present during discussion or votes related to the transaction. The conflict of interest policy is reviewed by the board annually and updated as needed.”

“Kishhealth system foundation is not directly involved in determining the compensation of the ceo, executive director, or top management, as the individuals are employed through kishhealth system. Kishhealth system does comply with the requirements noted above. Through the oversight of the board of directors executive compensation committee, the kishhealth system executive total compensation program will be competitively positioned in the market place of relevant organizations and fall within the safe harbor guidelines established by the intermediate sanctions rules. The executive compensation committee is made up of three members of the board of directors who meet the board approved definition of "independent directors". Annually the executive compensation committee contracts with sullivan, cotter and associates, an independent human resources consulting firm to provide the committee analysis and comparability data. Using the supplied data the compensation committee approves each executive's total cash compensation and provides contemporaneous substantiation of the deliberation and decision. Total cash compensation is defined as the sum of base salaries plus incentive awards. Based on the comparability data and the performance of each executive in meeting goals and strategic objectives, the executive compensation committee approves increases and incentive awards for each executive within the guidelines established. The executive compensation committee reports on all compensation matters to the full board of directors.”

“The organization's governing documents, conflict of interest policy and financial statements are available to the public upon request in writing to the business office.”

“Consulting fees: program service expenses 405. Management and general expenses 0. Fundraising expenses 814. Total expenses 1,219. Purchased personnel: program service expenses 0. Management and general expenses 94,550. Fundraising expenses 261,400. Total expenses 355,950.”

“Equity transfer adjustment 72,947.”

“No changes in this process were made during the tax year. The organization maintains an independent audit committee which is responsible for oversight of the audited financial statements. This committee is also responsible for the selection of the independent auditor. Members of the audit committee are also members of the kishhealth system board of directors. Kishealth system is the parent corporation of kishhealth foundation.”