St Lukes Hospital of Duluth

“The executive committee shall be composed of the chairperson of the board as the presiding officer, all other officers of the hospital who are directors, and such additional directors as the chairperson may appoint. When the board of directors is not in session, the executive committee shall have the power and authority of the board to transact all regular business of the hospital. Including the authority to review the compensation paid to the hospital's employed physicians, subject to any prior limitations imposed by the board or by statute, and shall meet as necessary. In addition, the executive committee shall oversee the hospital's public relations activities and keep the corporation's health care efforts continually before the communities served through the use of st. Luke's hospital of duluth 41-0714079 publications and other communications describing the hospital's services, programs, and needs.”

“As of march 1, 2024 the parent organization of st. Luke's hospital of duluth is now aspirus, inc.”

“Prior to aspirus, inc. Becoming the sole corporate member on march 1, 2024: st. Luke's hospital shall have three classes of memberships: a) tenured members of st. Luke's hospital of duluth - the individuals and organizations listed on the hospital's official roster of members as of may 20, 2004 shall be members and have the number of votes as identified on that list. B) non-tenured members of st. Luke's hospital of duluth - any individual or organization that, subsequent to may 20, 2004, contributes $100 or more to the hospital shall, upon request from such individual or organization and approval by the board of directors, be a member of the organization with one vote. C) ex officio members - each director and the president/ceo of the hospital shall be a voting member of the hospital during his or her term in such office and shall have one vote. On march 1, 2024, the parent organization, aspirus, inc. Became the sole corporate member of the organization.”

“There shall be a minimum of ten voting directors allocated as follows. There shall be two classes of voting directors: the community class and the member class. No less than eight independent community class directors and two member class directors.”

“Prior to aspirus, inc. Becoming the sole corporate member on march 1, 2024: the voting rights of the members of the corporation shall be limited to the following matters: a) approval of any transaction that would culminate in the transfer of control of hospital operations to a sectarian or religious organization. B) approval of any transactions which would culminate in the transfer of control of the hospital's operations to a for-profit entity. C) approval of the dissolution of the hospital or the cessation of the st. Luke's hospital of duluth 41-0714079 hospital operations. The foregoing actions shall be approved and adopted only after authorization by the board of directors and approval by the members. Subsequent to aspirus, inc. Becoming the sole corporate member after march 1, 2024: the following actions must be approved by the sole member of the organization, aspirus, inc.: 1) change or amend the articles of incorporation or bylaws; 2) change the mission, purpose, or scope of the corporation; 3) ratification or removal of directors or officers; 4) change the formula or methodology for determining physician compensation; 5) approval of annual operating and capital expenditure budgets, strategic and long-range plans.”

“The accounting department accumulates all 990 information, including the ubi calculations. These documents are reviewed by the cfo. The 990 is reviewed by other senior management prior to submission to the internal revenue service and is made available to the board of directors through director's desk or other means of electronic retrieval.”

“Board members and key employees are required to sign annual conflict of interest statements and all managers are required to sign biannual conflict of interest statements. The organization's ceo and board chair review the statements and highlight potential conflicts. The board determines on a case by case basis any actions required. Individuals are not permitted to vote on any transaction where a conflict has been determined to exist. All conflicts and proceedings are noted in the meeting minutes.”

“For the purposes of determining compensation, aspirus st. Luke's hospital relied on related organizations to establish the compensation of the ceo, other officers, and key employees. The related organizations used the following practices for establishing compensation for such individuals: compensation committee, independent compensation consultant, written employment contract, compensation survey or study, and approval by the board or compensation committee.”

“The organization does not make its governing documents, conflict of interest policy, nor its financial statements available to the public.”

“Intercompany transfers 12,001,055. Other changes in net assets 123,364,946. Change in minimum pension liability -38,631,600.”

“The filing organization previously filed for the calendar year ending 12/31. After being acquired by aspirus, inc., its new parent organization, the filing organization has changed its year end to 06/30. The current form 990 is for the 6-month period from 01/01/2024 - 06/30/2024. Going forward, the organization will file for the year from 07/01 - 06/30.”

“The filing organization's financial statements were audited by an independent accountant for the full calendar year 2023. They were acuired march 1 of 2024 and included in the consolidated audit of their parent for fiscal year 07/01/2023-06/30/2024. Technically the activity from january and february were not included in the 06/30/2024 audited financial statements, however procedures were performed to account for those two months. The organization is filing the form 990 for the short year from 01/01/2024-06/30/2024.”

“The filing organization relied on their new parent organization, aspirus inc., in the selection of the independent auditors. They were included in the consolidated audit of aspirus, inc.”