St Joseph'S Area Health Services

“Pursuant to section 8.6 of the bylaws of st. Joseph's area health services, the executive committee is composed of the board chair, the board vice chair, the president and ceo, each of whom shall serve as an ex officio voting member of the executive committee, and two voting members appointed by the board of directors. Each individual appointed to the executive committee shall serve for a term of one year or until his or her successor is duly appointed by the board of directors. The executive committee shall consist of only directors of the corporation. Pursuant to section 8.1 of the corporation's bylaws, committees, such as the executive committee, that are granted the authority to act on behalf of the board of directors may include only directors of the corporation. Further, pursuant to section 8.6 of the corporation's bylaws, the executive committee has and may exercise such powers as may be delegated to it by the board of directors. The executive committee also possesses the power to transact routine business of the corporation in the interim period between regularly scheduled meetings of the board of directors.”

“According to the bylaws of st. Joseph's area health services, the entity's sole member is catholic health initiatives, a colorado nonprofit corporation.”

“According to the organization's bylaws, directors shall be appointed or refused by the corporate member. The corporate member may appoint one or more individuals to the board of directors, and may at any time remove, with or without cause, any member of the board of directors. According to the organization's bylaws, directors of the corporation shall be appointed by the corporate member no later than june 30 of each year. The names and qualifications of each individual accepted by the board of directors shall be submitted to the corporate member, who shall appoint or refuse each nominee in accordance with the corporate member's bylaws and with endorsement of the senior vice president of operations. The corporate member may unilaterally appoint one or more individuals to the board of directors should the board fail to furnish the corporate member with a list of individuals qualified to serve on the board of directors of the corporation.”

“The organization's corporate member is catholic health initiatives ("chi"). Pursuant to section 5.4 of the organization's bylaws, the corporate member shall have the specific rights set forth in the governance matrix. Pursuant to the governance matrix the following rights are reserved to the chi board directly or through powers delegated to the chi chief executive officer: *substantial change in the mission or philosophy of st. Joseph's area health services *amendment of the corporate documents of st. Joseph's area health services *approve members of st. Joseph's area health services board *removal of a member of the governing body of st. Joseph's area health services *approval of issuance of debt by st. Joseph's area health services *approval of participation of st. Joseph's area health services in a joint venture *approval of formation of a new corporation by st. Joseph's area health services *approval of a merger involving st. Joseph's area health services *approval of the sale of all or substantially all of the assets of st. Joseph's area health services *to require the transfer of assets by st. Joseph's area health services to chi to accomplish chi's goals and objectives, and to satisfy chi debts. *adoption of long range and strategic plans for st. Joseph's area health services pursuant to section 5.5.2 of the organization's bylaws, chi may, in exercise of its approval powers, grant or withhold approval in whole or in part, or may, in its complete discretion, after consultation with the board and the president and chief executive officer of the organization, recommend such other or different actions as it deems appropriate.”

“The form 990 and 990t are reviewed by the vp finance/cfo before being filed with limited review by the ceo. The review consists of making sure data fields do not contain material differences from the financials and that schedules appear to be completed completely and accurately. Prior to filing the form 990, a copy is presented to the finance committee and provided to the full board. After presentation to the finance committee, the tax department files the return with the appropriate federal agencies, making any non-substantive changes necessary to effect e-filing. Any such changes are not re-submitted to the board. Once filed, the board chair reviews a copy of the form 990 at a separate meeting of the board of directors to allow adequate time for questions.”

“Board members and officers complete an annual conflict of interest disclosure statement. The transaction review committee of the board would review and determine conflicts at the board level or with key executives. Facility contracts are reviewed by the respective admin supervisor (vp) to determine potential conflicts of interest at the manager/employee level. Managers/employees are held accountable to receive annual corporate responsibility ethics training as well as internal cultural integration training on business behaviors. Manager compliance is monitored by the admin council. Employee compliance would be monitored by managers and human resources, with any non-compliance reviewed by admin council. Non-compliance will result in disciplinary action.”

“The organization's ceo's compensation is paid by chi. Chi has a defined compensation philosophy. Both the executive and non-executive compensation structures and ranges are reviewed annually in comparison to market data. Chi uses the hay group as the independent third party to assess executive compensation programs and to ensure the reasonableness of actual salaries and total compensation packages. Compensation of the senior most executives is reviewed annually. The hay group reviews both cash and total compensation for overall reasonableness, for adherence to chi's compensation philosophy, and for comparability to the not-for-profit healthcare market. This independent review is delivered by hay group to the hr committee of the chi board of stewardship trustees annually at their september meeting and minutes are shared with the full board at the december meeting. The last review was september 18, 2014. In addition, in december 2009, hay group completed a comprehensive review of all positions at the level of vice president and above to determine and validate appropriate compensation levels. These levels have been reviewed annually since and revised based on market data, where applicable.”

“Any executive compensation paid to officers, directors or trustees was set by a compensation committee utilizing an independent consultant and comparability studies to determine amounts. The board of directors oversees all officer compensation with approval by the division office. This process is completed annually and was last completed in october 2013.”

“St. Joseph's area health services has not formally adopted a written policy or written procedure regarding joint ventures. However chi's system-wide joint venture model operating agreement incorporates controls over the venture sufficient to ensure that (1) the exempt organization at all times retains control over the venture sufficient to ensure that the partnership furthers the exempt purpose of the organization; (2) in any partnership in which the exempt organization is a partner, achievement of exempt purposes is prioritized over maximization of profits for the partners; (3) the partnership does not engage in any activities that would jeopardize the exempt organization's exemption; (4) returns of capital, allocations, and distributions must be made in proportion to the partners' respective ownership interests; and (5) all contracts entered into by the partnership with the exempt organization must be at arm's-length, with prices set at fair market value. Any joint venture agreements that do not conform to the model agreement are generally reviewed by counsel.”

“The organization's financial statements are included in catholic health initiatives' consolidated audited financial statements that are available at www.catholichealthinit.org or at www.dacbond.com. The organization's governing documents are available upon request in the organization's administration office. The organization's conflict of interest policy is not publicly available.”

“The mission of the corporation is to nurture the healing ministry of the church, supported by education and research. Fidelity to the gospel urges the corporation to emphasize human dignity and social justice as it creates healthier communities. The corporation, sponsored by a lay-religious partnership, calls other catholic sponsors and systems to unite to ensure the future of catholic health care. To fulfill this mission, the corporation, as a values-based organization, will assure the integrity of the ministry in both current and developing organizations and activities; research and develop new ministries that integrate health, education, pastoral, and social services; promote leadership development and formation for ministry throughout the entire organization; advocate for systemic changes with specific concern for persons who are poor, alienated, and underserved; and steward resources by general oversight of the entire organization.”

“Contracted professionals - total expense: 1914455, program service expense: 1914455, management and general expenses: , fundraising expenses: ; contract management - total expense: 198450, program service expense: 173386, management and general expenses: 24707, fundraising expenses: 357; contract services - total expense: 4222745, program service expense: 1117849, management and general expenses: 3083456, fundraising expenses: 21440; other fees for services - total expense: 734082, program service expense: 690160, management and general expenses: 43922, fundraising expenses: ;”

“Chi connect depreciation - 16692; capital resource pool contribution - -354528;”