Avera Tyler

“The Executive Committee is subject to the direction of the Board of Directors. However, in the case of an emergency, the Executive Committee may exercise all the powers of the board provided that any actions taken shall be reported to the board as quickly as possible. The Chair, Vice-Chair, and Past Chair will make up the composition of the Executive Committee. The President/CEO will serve as a non-voting, ex-officio member of the Executive Committee.”

“Jim Breckenridge and Mary Maertens have a business relationship.”

“The sole member of the Corporation is Avera Marshall, a nonprofit corporation organized and existing under the laws of the State of Minnesota and exempt under 501(c)(3) of the Internal Revenue Code of 1986, as amended.”

“Avera Marshall as the sole member, has the power to appoint and remove, with or without cause, members of the board of directors.”

“Avera Marshall, the Member, has the exclusive right: (a) To approve the adoption, amendment or repeal of the statements of philosophy, mission and values of Corporation; (b) To initiate the adoption, amendment or repeal of any provision of the Articles of Incorporation or Bylaws of Corporation, and to give final approval of any such action with respect thereto; (c) To appoint and remove, with or without cause, the Board of Directors of the Corporation. (d) To appoint and/or remove, with or without cause, the President and Chief Executive Officer of the Corporation. (e) To approve operating/capital budgets and strategic plans of the Corporation. (f) To approve expenditures outside of operating and capital budgets exceeding defined thresholds according to policy which may be adopted from time to time by the Member. (g) To approve acquisitions, sales and leases, according to policy which may be adopted from time to time by the Member. (h) To establish and maintain employee benefit programs. (i) To establish and maintain insurance programs. (j) To approve major community fund drives. (k) To approve the appointment of auditors. (l) To adopt policies designed to effectuate the reserved powers of the Member. (m) To initiate and give final approval to equity and asset transfers by and between the Member and the Corporation and any affiliates or subsidiaries of the Member. (n) To initiate and give final approval to (i) any and all issuances of obligations under any existing or future master indentures binding the Corporation, any indebtedness (including, without limitation, capitalized leases) in excess of dollar thresholds as may be from time to time established by the Member, and (ii) any pledges of collateral for such indebtedness and any pledges of real estate as collateral for any indebtedness regardless of amount. (o) (i) Full and exclusive power to execute supplemental master indentures, including, without limitation, those authorizing the issuance of obligations or series of obligations, (ii) full and exclusive power to prepare, or authorize the preparation of, any and all documents, agreements, swap agreements, investment contracts, certificates and disclosure materials (including, without limitation, Official Statements and any supplements thereto) reasonably and ordinarily prepared in connection with the issuance of obligations thereunder, or related bonds associated therewith and to execute and deliver such items to the appropriate parties in connection therewith and (iii) full and exclusive power to authorize the entrance of members to, or withdrawal of members from, any obligated group, subject to the other requirements of the applicable master indenture for such entrance or withdrawal.”

“The Form 990 is reviewed by the Avera Health VP of Financial Reporting, Tax Manager, Facility CEO and Finance Committee (if applicable). After initial review the Form 990 is made available to the Board and other Operation Finance Leaders.”

“The conflict of interest policy covers board members, officers and key employees. At each board meeting, a request is made for all board members to disclose any potential conflict of interest pertaining to any item listed on the agenda or pertaining to any potential item that could be discussed during the course of the meeting. The declaration of conflict of interest is recorded in the meeting minutes. The board makes a determination of whether there is a conflict of interest and if so, implements the procedure for evaluating the issue or transaction involved. The board member or officer with the conflict must refrain from voting. A statement of conflict of interest disclosure is made on an annual basis by officers and directors. The information is maintained in a database and a report is provided to the board.”

“The CEO and CFO-Avera Health are compensated by Avera Health. Annually the Compensation Committee of Avera Health, which is comprised of six (6) System Members appointed by the Religious Orders, meets with an independent consultant regarding fair market value of officers and key employees. The Compensation Committee approves all salaries based on comparable data and documents the basis for their decision in meeting minutes.”

“The organization's governing documents and conflict of interest policy are not made available to the general public. The Organization's financial statements are attached to the Form 990 per IRS instructions and therefore available to the general public.”

“Other Fees: Program service expenses 2,753,814. Management and general expenses 173,768. Fundraising expenses 0. Total expenses 2,927,582. ACS Fees: Program service expenses 0. Management and general expenses 450,000. Fundraising expenses 0. Total expenses 450,000.”

“Transfer from related party 4,052,767. Intercompany transfer -11,320. Change in Interest in Avera Foundation 539.”

“The Audit Committee of Avera Health, parent organization, selects the auditor and reviews the consolidated audited financial statements for Avera Health, which includes Avera Tyler.”

“Avera Tyler is part of the Avera Obligated Group which consists of Avera Health, Avera McKennan, Avera St. Luke's, Avera Queen of Peace, Avera Sacred Heart, Avera Marshall, Avera St. Mary's, Avera St. Anthony's, Avera St. Benedict, Avera Holy Family, Avera Tyler, Avera Gettysburg and Avera at Home. Avery Tyler was not allocated any share of the bond issue, and thus does not have an amount on line 20.”