Franciscan End of Life Care

“The sole voting member of this corporation shall be our lady of peace, a minnesota nonprofit corporation.”

“The sole member, our lady of peace, elects the board of directors for the organization.”

“In addition to all matters required by law or by other provisions of the bylaws to be approved by the voting member of the corporation, only the voting member may initiate and implement any proposal with respect to any of the following, and, if any proposal with respect to any of the following is otherwise initiated, it shall not become effective unless approved by the voting member of the corporation: (a) to adopt or approve a change in the mission, purpose, philosophy of the corporation or a change to the general structure of the corporation as a voluntary nonprofit corporation; (b) to adopt and thereafter amend the articles of incorporation of the corporation; (c) to adopt and thereafter amend the bylaws of the corporation; (d) to appoint and thereafter remove and/or replace the board of directors if any one or more of the directors, with or without cause; (e) to dissolve, divide, liquidate or wind up the corporation or consolidate or merge the corporation with another corporation or entity; (f) to sell all or substantially all the assets of the corporation; (g) to effect any transfer or encumbrance of property which requires approval pursuant to canon law; or (h) to approve the election of officers by the board of directors.”

“A draft copy of the form 990 was reviewed in detail by management and the board chair. Once revisions were made a final copy of the form 990 was then presented by management to the finance committee for review and approval. The final form 990 was then electronically given to all board members for review prior to filing with the irs.”

“The our lady of peace president/ceo will request if there are any conflict of interests annually of all directors, officers and management employees by means of a questionnaire. The statement will be updated annually at the time of the corporation's annual meeting. The our lady of peace president/ceo will review the statements and make a report to the board regarding the content of such. Any conflict of interest or possible conflicts of interest on the part of an individual should be disclosed to the board and made a matter of record, either through the annual questionnaire procedure or when the interest becomes a matter of board action. Any individual having a conflict of interest or possible conflicts of interest on any matter should not vote or use personal influence on the matter. The minutes of the meeting should reflect that a disclosure was made and the individual's abstention from voting. The president/ceo of our lady of peace will present a summary of the declared potential conflict of interest to the board. This report will become a part of the minutes of such board meetings.”

“The president/ceo is compensated by a related party; please refer to schedule j, part iii for the methods used to determine their compensation. The compensation for the vice president of operations was initially determined by the president/ceo. Each year any increases are reviewed and approved by the board of directors through the budgeting process.”

“The organization makes its financial statements, governing documents, and conflict of interest policy available to the public upon request.”