Hhu Xtra Care Inc

“Hhu xtra care, inc.'s amendments and restatements to the articles of incorporation and bylaws were approved by the ssm health care corporation board of directors in december 2023 and were approved in march 2024 by the hhu xtra care, inc. Board of directors. The below is a summary of the changes made: - the articles of incorporation and bylaws were updated so that hhu xtra care would move from having sponsors to sole members and a self-perpetuating board. - the sole member of hhu xtra care, inc. Was changed from its previous sponsors to ssm health businesses, a tax-exempt corporation under ssm health care corporation that acts as the parent of the long-term care and home health division of ssm health. - the bylaws were changed to align with other ssm health bylaws regarding the composition of the board of directors. - the chair and vice chair positions on the board of directors and standing committees were eliminated. - the board of directors is now composed of four ex-officio directors and align with the board of directors for the sole member, ssm health businesses. - permission was granted for the vice president, treasurer and secretary of the board of directors to appoint a designee. - article vi was amended to permit the board of directors to appoint committees.”

“Through march 26, 2024, ssm health st. Clare hospital - baraboo, baraboo, wisconsin and ssm health st. Mary's hospital - madison, madison, wisconsin are sponsoring hospitals of the organization and have the right to appoint members of the governing body. From time to time contributions of certain assets of the corporation may be made to its sponsoring hospitals. Upon dissolution of the corporation, any liquidating distributions of the corporation's assets will be made to the organization's sponsoring hospitals. As of march 26, 2024, the sole member of the corporation is ssm health businesses. Ssm health business is a nonprofit 501(c)(3) organization that serves as the parent entity of the post-acute division. Both hhu xtra care, inc. And ssm health businesses are part of the integrated health care system known as ssm health.”

“Through march 26, 2024, the business and affairs of the corporation shall be managed by its board of directors. Each of the sponsoring hospitals shall be entitled to appoint one director except st. Mary's hospital medical center which shall be entitled to appoint two directors. Notice of the name and address of each appointee shall be made by the sponsors to the secretary of the organization. Each director serves at the pleasure of his or her appointing sponsor and may be removed and replaced at any time by a written notice from the appointing sponsor to the secretary of the corporation. One position on the board of directors shall be reserved for a visiting nurse service representative. Any vacancy in the representative position shall be filled by the board in the following fashion: the visiting nurse service foundation or another local non-profit organization shall propose a list of three nominees to fill the vacant position. The board of directors shall select a person from the list. As of march 26, 2024, ssm health care corporation, the ultimate parent of hhu xtra care, inc. And its parent ssm health businesses, has the power to appoint additional, successor or replacement members and to appoint and remove the directors.”

“As of march 26, 2024, the following powers are reserved to ssm health care corporation, the sole member of ssm health businesses, the sole member of hhu xtra care, 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 president of the corporation and 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 at the next regularly scheduled board meeting.”

“A written conflict of interest and insider transaction policy exists which requires each director, principal officer, trustee or committee member to disclose on an 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 missouri secretary of state's website. Copies of the form 990 and the organization's conflict of interest policy are available upon request.”

“Dba: ssm health at home infusion pharmacy dba: ssm health at home community health”

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

“Intercompany transfers -298,798.”