Sanford-Good Samaritan Community Health

“The following officers, and board members are employees of related organizations of this entity. Many of these employees also serve on other related boards, or have business relationships with each other that span the organization as a whole: nathan schema, thomas syverson, craig lambrecht, kirk christy, michael deuth, james droppers, clint graybill, bergen peterson, eric vanden hull and bill marlette.”

“No changes to the articles of organization occurred in 2019. Effective april 1 ,2019, the company's operating agreement was revised to reflect the withdrawal of sanford living centers as a member of the company. The evangelical lutheran good samaritan society became the sole member of the company with the ability to appoint a three-person board of directors to oversee the operations of the company.”

“The evangelical lutheran good samaritan society ("the society") and sanford living centers were 50/50 owners of this entity as of january 1, 2019. On march 31, 2019 sanford living centers withdrew as a member. As a result, the society became the sole member of the organization.”

“The board of directors of the company is appointed by the evangelical lutheran good samaritan society.”

“The member has reserved powers to review and approve the annual budget and capital expenditures; approve the sale or disposition of substantially all the assets of the company; approve the company's incurrence of any mortgage secured indebtedness; approval all sales of, or the granting of any liens against any real property owned by the company; and any merger or dissolution of the company.”

“The form 990 is prepred internally the by the tax department and reviewed by executive management. An external accounting firm reviews the return. Before the return is filed, a complete copy is provided to the current board of trustees.”

“The annual conflict of interest disclosure process is managed by the chief compliance officer (cco). The cco is responsible for assuring that all completed forms are returned in a timely and complete manner. Conflict of interest questionnaires are sent to the board of trustees, officers and key employees for all entities subject to the irs form 990 filings. The disclosures are summarized for review by the executive committee of the board of trustees pursuant to policy. This review allows: 1) the bot to acquire an awareness of financial relationships of board members and key management employees and can invoke the recusal process on a case by case basis if potential conflicts are implicated in board decisions and deliberations and 2) gives the board the opportunity to seek additional information and clarification about disclosures to determine potential conflicts of interest and how to manage them.”

“Sanford as the parent organization does have a process for determining compensation of the persons listed on part vii section a, including a review and approval by independent persons, review of comparability data and contemporaneous substantiation of the deliberation and decision for such compensation. The executive compensation committee of the sanford board of trustees directly engages a nationally recognized independent compensation consulting firm annually to review the total compensation arrangements of the ceo and to report the findings to them for deliberation and action. The deliberations and actions are recorded in teh minutes of the sanford board of trustees. The most recent study was completed in 2019.”

“Although the organization does not maintain a website where the public can access these documents, it would respond individually to any requests or inquiries from the public for these documents.”

“Payoff of tax exempt bonds by related organization 20,107,498. Write-off of goodwill due to acquisition -8,000,131. Transfer from related organization for payroll and operating expenses 5,585,841. Net asset release ppe 35,471. Transfer of temp restricted to foundation -936.”

“Taxpayer did a current refunding in novemer 2019. Sanford (ultimate parent of taxpayer) issued new bonds at that time and taxpayer became part of sanford's obligated group.”