Carle Development Foundation

“Moved the following rights and powers of members from general powers to specifically stated powers: the carle development foundation's board of trustees must have the approval of its sole member, the carle foundation, through its board of trustees, when voting on matters including the amending of bylaws; amending of the articles of the corporation; the adoption of any annual or long-term capital or operational budgets of the corporation or any changes exceeding the greater of 5% of the total original budget or $5,000; the adoption of any new, or any changes to existing, long-term or master institutional plans of the corporation; the adoption of a plan of dissolution of the corporation; the engaging of the corporation into any transaction providing for the sale, mortgage or other disposition of all or substantially all of its assets; the adoption of a plan of merger or consolidation of the corporation with another corporation; approving any contributions, grants or loans by the corporation to any organization or corporation other than the sole member of the corporation or an affiliate the sum of which exceeds $10,000 for any fiscal year; the organizing or acquisition, or authorization or permit the organization or acquisition of any subsidiary or affiliate of the corporation. In article iv, section 2f, added that no person shall serve more than nine (9) consecutive years as a development trustee. In article iv, added section 8 - resignation, section 9 - removal, section 10 - vacancies and section 11 - informal action by trustees. In article v, added sections 1 - 9 regarding committees. Added article xvi describing terms of corporate dissolution.”

“The carle development foundation has one member which is the parent company, the carle foundation.”

“The carle foundation, acting through its board of trustees, has the exclusive power to elect and remove members of the board of trustees for the corporation in addition to filling vacancies.”

“The carle development foundation's board of trustees must have the approval of its sole member, the carle foundation, through its board of trustees, when voting on matters including the amending of bylaws; amending of the articles of the corporation; the adoption of any annual or long-term capital or operational budgets of the corporation; the adoption of any new, or any changes to existing, long-term or master institutional plans of the corporation; the adoption of a plan of dissolution of the corporation; the engaging of the corporation into any transaction providing for the sale, mortgage or other disposition of all or substantially all of its assets; the adoption of a plan of merger or consolidation of the corporation with another corporation; approving any contributions, grants or loans by the corporation to any organization or corporation other than the sole member of the corporation or an affiliate the sum of which exceeds $10,000 for any fiscal year; the organizing or acquisition, or authorization or permit the organization or acquisition of any subsidiary or affiliate of the corporation.”

“The form 990 was prepared by staff and an external tax advisor and reviewed by management. Prior to filing this form 990, a full and complete copy was provided to the governing body by posting to the organization's director communication portal. Also before filing, the governing members received notification that the form 990 was posted and available for their review. At their discretion, the governing members have the opportunity to contact management or discuss and address concerns at subsequent board meetings.”

“The organization's established conflict of interest policies require annual disclosure of actual and potential conflicts of interest for officers, directors, trustees, members of board committees, administrative and managerial employees as well as all employees of the purchasing department. If circumstances change during the course of a year, interim disclosure is also required of the same individuals. The disclosures of employees are reviewed initially by the human resources department and any identified conflicts are referred to, and addressed by, the organization's internal legal counsel and/or corporate integrity officer. The disclosures of trustees and members of board committees are reviewed by the chair of the board. The entire board absent the subject trustee or committee member determines whether a conflict exists. Trustees and/or board committee members with identified conflicts are required to recuse themselves from voting on matters related to their conflicts. The organization also maintains purchasing policies requiring counter signatures to further minimize the risk associated with conflicts of interest.”

“The carle foundation, the parent company of the carle development foundation, publishes through www.dacbond.com its quarterly unaudited financial statements, annual audited financial statements, a management's discussion & analysis to accompany the financial statements, and an annual report of certain operating and financial information. Additionally, official statements for outstanding municipal bond issues for which the carle foundation is obligated are available at this website. These documents include extensive information about the organization's health care delivery system model, recent highlights/accomplishments, governance and administration, strategic plan, facilities, clinical programs, medical staff, service area, competitive environment, demographic data, utilization statistics, summary financial information, academic affiliations and educational programs, medical research, accreditations, and its employees. This information is available at no charge to those who register at the www.dacbond.com website. In addition, the form 990s of the organization's filing entities are available through dacbond. A community benefit report is also published and distributed annually to the community. Quarterly financial statements are available upon request delivered to the organization's administrative offices. The organization's governing documents and conflict of interest policies are also available upon request to the organization's administrative offices.”

“The average estimated hours per week listed for the reporting organization and related organizations are based on a standard 40 hour week. Members may frequently devote more than 40 hours of service to the entire organization during an average week.”

“Form 990, part vi, question 2 james c. Leonard, md (ex officio) and phillip blankenburg had a business relationship. Mary mcgrath (vice chairman) and van dukeman (trustee) had a business relationship. James c. Leonard, md (ex officio), joseph barkmeier, md (trustee), john snyder (officer), and dennis hesch (officer) had a business relationship. Tom harrington, jr. (trustee) and r. Bruce wellman, md (trustee) had a family relationship. Van dukeman (trustee) and vb leister, jr. (secretary) had a business relationship. James c. Leonard, md (ex officio), r. Bruce wellman, md (trustee), john snyder (officer), and laurence fallon (key employee) had a business relationship.”

“The financial statements for the carle development foundation were reviewed on a consolidated basis under the parent organization, the carle foundation. The carle foundation does have an audit committee consisting of members of the governing board and the chief financial officer who together assume responsibility for oversight of the review and audit of its financial statements and selection of an independent accountant.”