Order of St Camillus Foundation Inc

“The corporation has a single class of members and the sole member of that class is st. Camillus health system, inc., a wisconsin nonstock corporation.”

“The sole member, st. Camillus health system, inc., elects the members of the board of directors.”

“The board of directors shall not take any of the following actions without the approval of the member: to define the philosophy, mission and purpose of the corporation and to adopt, amend or repeal any statements of mission or philosophy for the corporation; to adopt, approve, restate, revise, or amend these amended and restated articles of incorporation and the by-laws of the corporation; to appoint or remove, with or without cause the directors of the corporation and determine the number (which may not be less than three) of such directors; to authorize or make other decisions relating to the transfer or sale of or creation of an encumbrance (e.g. Mortgage, pledge or grant of security interest) upon fixed assets of the corporation with a value in excess of $500,000; to authorize the incurrence by the corporation of debt for money borrowed in amounts in excess of $500,000; to adopt amend or repeal any plan of dissolution, consolidation or merger of the corporation, any contract or agreement for the management of the corporation or any sale or lease of all or substantially all of the assets of the corporation; to create, acquire, sell, purchase, dissolve or make other disposition of any entity owned or controlled or to be owned or controlled by the corporation or any ownership interest in any such entity; to approve any actions or exercise any power reserved to the corporation as a member or shareholder of another entity; to approve the initial election by the board of directors of the chief executive officer and the chief operating officer of the corporation (but not subsequent re-elections of those persons to serve consecutive terms in such respective offices) and to remove the chief executive officer and the chief operating officer of the corporation whether or not such removal is approved by the board of directors; and to appoint or remove, with or without cause, the president of the corporation and to determine the term of the president's appointment, such term not to exceed three years.”

“The chief executive officer, chief financial officer and controller review the form 990 before it is filed with the internal revenue service. A copy is kept on hand for public viewing.”

“The parties that are involved are asked to disclose any changes that would impact the policy. No contract or other transaction between this corporation and one or more of its directors or any other corporation, firm, association, or entity in which one or more of its directors are directors or officers or has a material financial interest, shall be either void or voidable because of such relationship or interest or because such director or directors are present at the meeting of the board of directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or because his or their votes are counted for such purpose, if (a) the fact of such relationship or interest is disclosed or known to the board of directors or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; or (b) the fact of such relationship or interest is disclosed or known to the members entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent; or (c) the contract or transaction is fair and reasonable to the corporation. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or a committee thereof which authorizes, approves, or ratifies such contract or transaction.”

“The organization does not make its governing documents and conflict of interest policy available to the public, but does make financial statements available to the public upon request.”