Ripon Medical Center Inc

“In 2024, ripon medical center, 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 agnesian healthcare inc. Agnesian healthcare inc is a nonprofit 501(c)(3) organization. Both ripon medical center and agnesian healthcare 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 ultimate parent of ripon medical center inc. And its sole member agnesian healthcare inc.: a. 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 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 at the next regularly scheduled board meeting.”

“The organization has a written conflict of interest and insider transaction policy that requires each director, principal officer, trustee or committee member to disclose on a annual basis to the designated authority a conflict of interest disclosure statement. The designated authority ensures that all statements are completed, reviews them for conflicts, and submits to the board for review any conflict of interest disclosure statements that disclose actual or potential conflicts.”

“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 wisconsin secretary of state's website. Copies of the form 990 and the conflict of interest policy are available to the public upon request.”

“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 unrestricted net assets -273,807. Transfers to/from consolidated entities -7,411,928.”