The Monroe Clinic Inc

“In 2024, the monroe clinic, inc. Upated its bylaws for the following changes: - change to the size of the board of directors and number of ex officio directors - change to terms and term limits for board of directors members - change to officer positions and method for appointment - change to the committees for the hospital operating entity.”

“The sole member of the corporation is ssm health care of wisconsin, inc. Ssm health care of wisconsin, inc, is a nonprofit 501(c)(3) organization. Both the monroe clinic and ssm health care of wisconsin, inc. Are part of the integrated health care system known as ssm health.”

“The member has the power to appoint additional, successor or replacement members and to appoint and remove the appointed directors and the ex officio directors.”

“The following powers are reserved for ssm health care corporation (ssmhcc), the sole member of ssm health care of wisconsin, inc., the sole member of the monroe clinic, inc.: a. To establish and change the mission, philosophy and values of the corporation; b. To appoint additional, successor or replacement members; c. To appoint and remove the chief executive officer of any operating division of the corporation; d. To approve amendments to the articles of incorporation of the corporation as provided therein; e. To approve amendments to the bylaws of the corporation; f. To approve the merger, consolidation or dissolution of the corporation; g. To approve the formation of a controlled subsidiary or a remotely controlled subsidiary; h. To approve the sale of all or substantially all of the assets of the corporation; i. To approve the acquisition or disposition by the corporation of another legal entity or an interest in another legal entity; j. To authorize or approve the acquisition or disposition by the corporation of real property or any interest in real property; k. To establish centralized employee benefit, insurance, investment, financing, corporate responsibility, performance assessment and improvement and other operational and support programs; to require the participation of the corporation in such programs; and to authorize the opening and closing of bank accounts and investment accounts in the name of the corporation in connection with such programs; l. To approve the operating and capital budgets of the corporation; m. To appoint the auditor and corporate counsel for the corporation; n. To authorize and approve borrowing money and entering into financial guaranties by the corporation, including actions relating to the formation, joining, operation, withdrawal from and termination of a credit group or an obligated group and the granting of security interests in the property of the corporation; o. To require the corporation to transfer assets, including but not limited to cash, to ssmhcc or to any other entity exempt from federal income tax as an organization described in 501(c)(3) of the internal revenue code of 1986, as amended, or the corresponding provision of any future united states internal revenue law, which is controlled by ssmhcc, to the extent necessary to accomplish the mission, goals and objectives of ssmhcc as determined by ssmhcc; p. To approve the transfer of assets by the corporation to any entity other than ssmhcc, other than transfers made in the ordinary course of operations of the corporation which will not require ssmhcc approval; and q. To determine the extent to which and the manner in which the powers described in this section which are reserved to ssmhcc with respect to the corporation are to be included in the governing documents of any controlled subsidiary, remotely controlled subsidiary or non-controlled subsidiary and exercised with respect to any controlled subsidiary, any remotely controlled subsidiary or any non-controlled subsidiary.”

“The organization does not have any committees with authority to act on behalf of the governing body.”

“The form 990 is prepared by the tax department of the parent organization, ssm health care corporation (ssm). The form 990 is reviewed by certain members of senior management. Any questions are addressed to the tax director of ssm prior to filing the form 990 with the internal revenue service. A copy of the form 990 is provided to the board of directors.”

“Board members are required to complete a conflict of interest disclosure statement annually. The president and secretary of the board oversee compliance with this requirement. All board members with an identified conflict of interest abstain from board discussions and votes when applicable. Employees with purchasing authority and/or ability to influence purchasing decisions are assigned the conflict of interest disclosure course (coi) which much be completed on line. Periodically through the year, the entity's corporate responsibility contact person with the help of the entity's learning management system coordinator) sends department managers a list of employees who have not yet completed their coi so they can remind the employees and ensure the employees have time in their schedule to complete the required course. Resolution of any conflicts that are disclosed must be documented and kept on file at the entity. Supervisors verify required course completion prior to year end.”

“The organization's compensation plan is reviewed and approved at formal meetings of the compensation committee of the board of directors. The compensation committee is comprised of independent non-employee members who have no personal interest in the compensation arrangement to be reviewed and recommended by the compensation committee. The committee reviews comparable wisconsin and national compensation data and establishes base compensation at the comparable market median by the position as outlined in the compensation committee charter. Additionally, the committee has authority to retain a compensation consultant to assist the committee in evaluating senior management compensation.”

“The year-end audited consolidated financial statements and unaudited quarterly consolidated financial statements for the ssm health system are made available to the public on ssm health's website. The organization's articles of incorporation are available on the missouri secretary of state's website. Copies of the form 990 and the organization's conflict of interest policy are available upon request.”

“Dba: monroe clinic hospice dba: ssm health at home”

“All applicable 1099 and 1096 irs tax forms are reported and filed by a related organization, ssm health care corporation, ein 46-6029223.”

“Change in temporarily restricted net assets -6,456,487. Beneficial interest in foundation -4,201,674. Intercompany transfers -37,962,391.”