St Joseph'S Area Health Services

“Pursuant to section 8.6 of the bylaws of st. Joseph's health area, the members of the executive committee shall be appointed by the board of directors. Except as provided by law, the executive committee shall have and may exercise such powers as may be delegated to it by the board of directors. Additionally, the executive committee shall have and may exercise such powers to transact routine business of the corporation in the interim period between regularly scheduled meetings of the board of directors, provided that such actions taken shall be consistent with and not conflict with any actions or policies of the board of directors or of the corporate member, these bylaws, or applicable law. All actions taken by the executive committee shall be promptly reported to the board of directors at the next regular or annual meeting of the board of directors. The executive committee shall keep regular minutes of its proceedings and report the same to the board of directors at each regular meeting of the board.”

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

“Pursuant to section 6.5 of the bylaws directors of the corporation shall be appointed by the corporate member no later than june 30 of each year. Prior to each annual meeting of the corporate member, or such other meeting called for the purpose of appointing directors of the corporation, the governance committee shall select and submit to the board of directors a slate of nominees qualified to serve on the board of directors of the corporation. The board of directors shall review the names and qualifications of each individual on the recommended slate and shall vote to accept or refuse each nominee. The names and qualifications of each individual accepted by the board of directors shall then be submitted to the corporate member, who shall then appoint or refuse each nominee in accordance with the governance matrix and with the recommendation of the president health system delivery and chief operating officer or other designee. Notwithstanding anything in these bylaws to the contrary, 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 in accordance with this section. (chcf reserved rights) except as otherwise provided in the corporation's articles of incorporation or the laws of the state of organization, catholic health care federation ("chcf") shall have such rights as are reserved to the corporate member, acting in its capacity as the membership body of chcf, under the governance matrix.”

“The organization's corporate member is commonspirit health. Pursuant to section 5.4.1 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 commonspirit health board directly or through powers delegated to the commonspirit health 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 the 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 commonspirit health to accomplish commonspirit health's goals and objectives, and to satisfy commonspirit health 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, commonspirit health 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. (chcf reserved rights) except as otherwise provided in the corporation's articles of incorporation or the laws of the state of organization, catholic health care federation ("chcf") shall have such rights as are reserved to the corporate member, acting in its capacity as the membership body of chcf, under the governance matrix.”

“Once the return is prepared, the return is reviewed by the vp finance/cfo before being filed with limited review by the ceo. The return is provided to the st. Joseph's area health services board finance committee and full board. Subsequent to the return being provided to the board, the tax department files the return with the appropriate federal and state agencies, making any non-substantive changes necessary to effect e-filing. Any such changes are not re-submitted to the board.”

“The organization has a conflicts of interest ("coi") policy (the "policy") in place to protect the interests of commonspirit health ("commonspirit") in circumstances that may result in a conflict between personal interests of a person and the interests of the organization and those it serves. Commonspirit's coi policy applies to commonspirit, its direct affiliates and subsidiaries and any related entity the governing documents of which require the entity to comply with commonspirit policy (collectively the "system entities"). The following persons are required to disclose actual or potential conflicts of interest at least annually (via a formal system-administered survey) if the person's affiliation with commonspirit continues: - members of corporate and community boards of system entities - members of committees of corporate and community boards of system entities - members of the executive leadership team ("elt") of commonspirit - corporate officers of system entities - employed physicians and advanced practice providers - key employees and highest compensated employees as specified by the internal revenue service for form 990 purposes who are not otherwise included in the categories above - employees of system entities at the vice president level and above - all individuals engaged in research at institutions owned or operated by a system entity - select employees as determined from time to time by leadership disclosure, review, and management of perceived, potential, or actual conflicts of interest are accomplished through a defined coi disclosure review process. Each person is required to promptly and fully disclose any situation or circumstance that may create a conflict of interest as soon as she/he becomes aware of it. In addition, at the inception of an individual's relationship with commonspirit (e.g. Hiring, board appointment), and for certain positions, annually thereafter, written conflict of interest disclosure forms must be completed. A failure to disclose may result in disciplinary or corrective actions. Reported potential or actual conflicts of interest are initially reviewed by legal, corporate responsibility or research integrity staff. If necessary, a conflict of interest management plan is developed, which plan shall be subject to acceptance by the appropriate direct manager, supervisor, medical staff office, board or board committee (for board, board committee, elt or corporate officer conflicts), or other appropriate individual or body. Once accepted, the conflict of interest management plan is communicated to the person with the actual or potential conflict and the individual must conduct themselves in conformity with the plan. In the event that a transactional conflict interest arises in connection with a system entity board meeting, the conflicted individual must disclose that conflict prior to or at the beginning of the meeting in which the matter is to be considered. The conflicted individual is excluded from voting on the transaction and is prohibited from using personal influence with respect to the matter, but is not prohibited from providing input if requested to do so.”

“For leadership positions with substantial influence (not including the president/ceo, who is paid by a related organization), compensation is presented to the organization's executive committee for approval of base pay increases and incentive achievement. Compensation for other officers (including the president/ceo) and key employees of the organization is established by commonspirit health compensation using external compensation surveys or studies containing comparable data for similarly situated organizations, both taxable and tax exempt for similar job responsibilities. Commonspirit's board of stewardship trustees appoints a human resources and compensation committee, comprised exclusively of independent directors, who are accountable for setting reasonable compensation practices for certain executives within the organization. The human resources and compensation committee approves, consistent with the organization's philosophy and principles, the annual performance goals and criteria to be used in determining variable compensation. The human resources and compensation committee also engages an independent consultant and financial legal counsel to validate the organization's benchmarking approach and reasonableness of the total compensation and benefits packages for certain executives. Appropriate comparable data is obtained by the commonspirit health compensation department from independent third-party salary surveys, (e.g., total economic benefits paid by similarly situated organizations, both taxable and tax-exempt, for similar job responsibilities) for all other staff and leadership roles. The documentation of compensation decisions includes (a) the decision made and the date approved; and (b) the comparability data obtained and relied upon by the compensation department and the sources from which the data was obtained.”

“The organization's financial statements are included in commonspirit health's consolidated audited financial statements that are available at www.commonspirit.org. 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.”

“St. Joseph's area health services has not formally adopted a written policy or written procedure regarding joint ventures. However commonspirit health'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; and (4) returns of capital, allocations, and distributions must be made in proportion to the partners' respective ownership interests. Any joint venture agreements that do not conform to the model agreement are generally reviewed by counsel.”

“For leadership positions with substantial influence (not including the president/ceo, who is paid by a related organization), compensation is presented to the organization's executive committee for approval of base pay increases and incentive achievement. Compensation for other officers (including the president/ceo) and key employees of the organization is established by commonspirit health compensation using external compensation surveys or studies containing comparable data for similarly situated organizations, both taxable and tax exempt for similar job responsibilities. Commonspirit's board of stewardship trustees appoints a human resources and compensation committee, comprised exclusively of independent directors, who are accountable for setting reasonable compensation practices for certain executives within the organization. The human resources and compensation committee approves, consistent with the organization's philosophy and principles, the annual performance goals and criteria to be used in determining variable compensation. The human resources and compensation committee also engages an independent consultant and financial legal counsel to validate the organization's benchmarking approach and reasonableness of the total compensation and benefits packages for certain executives. Appropriate comparable data is obtained by the commonspirit health compensation department from independent third-party salary surveys, (e.g., total economic benefits paid by similarly situated organizations, both taxable and tax-exempt, for similar job responsibilities) for all other staff and leadership roles. The documentation of compensation decisions includes (a) the decision made and the date approved; and (b) the comparability data obtained and relied upon by the compensation department and the sources from which the data was obtained.”

“Payments to vendors for entities that are part of commonspirit health are made by commonspirit health. Generally, no forms 1099 are issued by st. Joseph's area health services and are filed by common spirit on behalf of st. Joseph's area health. For 2023, st. Joseph's area health services issued and filed the forms 1099 and complied with the backup withholding rules for reportable payments to vendors and game winnings. The forms 1099 issued by st. Joseph's area health services are reported to the irs.”

“Other fees for services: program service expenses 745,585. Management and general expenses 176,084. Fundraising expenses 11,974. Total expenses 933,643. Consulting: program service expenses 1,367. Management and general expenses 72. Fundraising expenses 5. Total expenses 1,444. Contract services: program service expenses 792,274. Management and general expenses 41,848. Fundraising expenses 2,846. Total expenses 836,968. Contract labor: program service expenses 3,746,668. Management and general expenses 197,901. Fundraising expenses 13,457. Total expenses 3,958,026. Purchased services: program service expenses 2,303,831. Management and general expenses 121,690. Fundraising expenses 8,275. Total expenses 2,433,796.”

“Noncontrolling interest in ownership changes -450,000. Changes in equity of unconsolidated orgs 420,237. Grant adjustment -263,444.”