The Duluth Clinic Ltd

“Significant Changes to Governing Documents: During the fiscal year ended June 30, 2016, the Bylaws of The Duluth Clinic, Ltd. were amended to modify the composition of the board of directors to two non-physician directors and the President of The Duluth Clinic, Ltd. In addition, the officer positions were modified to be: President, Chair, and Secretary/Treasurer. Furthermore, the reserved powers of Essentia Health and Essentia Health East were added to the bylaws.”

“Members of organization: essentia health east is the sole shareholder of the duluth clinic, ltd. And may elect one or more members of the governing body as described in schedule o, part vi, line 7a. Essentia health and essentia health east, have reserved powers with respect to the duluth clinic, ltd. As described in schedule o, part vi, line 7b.”

“Member with right to elect governing body: essentia health east appoints and removes the duluth clinic, ltd.'s governing body.”

“Member with right to approve governing body decision: the duluth clinic, ltd. Is a subsidiary of essentia health, whose board of directors has reserved powers with respect to this corporation and its subsidiaries, and all of the other direct and indirect subsidiaries of essentia health (collectively, the "system"). Essentia health's reserved powers are as follows: strategic and business plans. Authority to create, and to approve, the system's strategic and business plans. Mission. Authority to create, and to approve, the mission, purpose and vision statements for all entities in the system by the affirmative vote of at least 67% of the essentia health board of directors. Debt. Approval of the incurrence of debt by, and the creation of all mortgages, liens, security interests, or other encumbrances on the assets of, all entities in the system in excess of the single or annual aggregate dollar limits prescribed in writing by the essentia health board of directors, and the authority to cause all entities in the system to participate in system borrowing. Governing instruments. Authority to cause, and to approve, amendments of the articles of incorporation and bylaws and/or certificates of formation and operating agreements of all entities in the system. Mergers and acquisitions. Authority to cause, and to approve, all mergers, consolidations, and dissolutions of all entities in the system. Affiliations and joint ventures. Authority to cause, and to approve, all affiliations, joint ventures and other alliances with third parties of all entities in the system. Transfer of assets within the system. Authority to transfer assets, including cash, between and among entities within the system; provided, however, that essentia health shall not have authority to require any entity in the system to transfer assets (a) that would cause such entity to be in default of its covenants or obligations under any bond or other financing documents; (b) from the catholic entities to the secular entities or from the secular entities to the catholic entities in a manner or to an extent that would cause the catholic entities to be in violation of the ethical and religious directives for catholic health care services (erds) in the judgment of the local ordinary; or (c) such that money generated by services at secular facilities within the system by procedures that are contrary to the erds would be used at the catholic entities or money generated by the catholic entities would be used in the providing of services contrary to the erds at secular facilities within the system. Transfer of assets outside the system. Authority to cause, and to approve, the sale, lease or other transfer of assets of all entities in the system to parties outside of the system when the asset's value exceeds the single or aggregate limits prescribed in writing by the essentia health board of directors. Services. Authority to cause, and to approve, the addition of new services and service locations and the discontinuance of services and service locations within all entities in the system. Budgets. Approval of capital and operating budgets of all entities in the system. Professional services. Selection of the general legal counsel and external auditors of all entities in the system. Acquisitions. Authority to cause, and to approve, all acquisitions by and formations of entities in the system. Marketing. Authority to implement system-wide marketing and promotional activities. Compliance plans. Authority to create, and to approve, corporate compliance, safety and risk management plans for entities within the system. Quality plan. Authority to create, and to approve, the system's quality plan. Non-budgeted purchases. Approval of non-budgeted capital purchases and leases in excess of the single or annual aggregate dollar limits prescribed in writing by essentia health for entities within the system. Human resources. Authority to create human resource policies and procedures within the sys”

“Form 990, part vi, line 7b continued essentia health east shall have the following reserved powers over its supported organization, the duluth clinic, ltd. (a direct subsidiary): quality, safety and service. Authority to recommend quality and safety initiatives and to review and execute approved quality and safety plans for the east region. Mission, vision and values. Authority to create a mission and a vision that support the mission and vision of essentia health; responsibility to oversee the mission performance, including charity care, of all facilities within the east region; responsibility to adopt the values of essentia health. Operating and financial performance. Responsibility to oversee the operating and financial performance of the east region. Development of budgets, strategic plans and strategy map. Authority to develop and recommend, based on essentia health targets, capital and operating budgets for the east region and its facilities; authority to recommend, within the essentia health context, regional and local strategic plans for the east region; authority to develop east region governance strategy map and balanced scorecard within essentia health's system strategy to meet system goals. Non-budgeted expenditures. Authority to approve non-budgeted capital purchases and leases for east region facilities within dollar limits defined by essentia health. Accreditation and licensure. Responsibility to oversee accreditation and licensure compliance for the facilities of the east region. Affiliations, acquisitions and joint ventures. Authority to recommend proposed affiliations, acquisitions, joint ventures and other alliances; responsibility to oversee negotiation and implementation of approved acquisitions and operation of all approved affiliations, joint ventures and other alliances with third parties within the east region. Appointment of directors. Authority to appoint or elect directors of the direct subsidiaries, and to remove such directors, with or without cause. Satisfaction. Responsibility to execute, evaluate and oversee patient, family and customer satisfaction with respect to services provided within the east region and to ensure established goals are met. Job satisfaction. Responsibility to oversee job satisfaction and staff morale within the east region facilities. Human resources. Responsibility to oversee implementation of essentia health human resource policies and procedures throughout the east region. Compliance. Responsibility to execute the approved essentia health corporate compliance and risk management plans for the east region. Credentialing. Responsibility to oversee medical staff credentialing for the east region facilities. Amendments. Authority to suggest proposed amendments to the articles of incorporation and bylaws of this corporation, the direct subsidiaries, and any subsidiaries thereof. Compensation plans. Responsibility to review and approve compensation of east region executives and physicians for reasonableness and consistency with the law and essentia health's compensation philosophy. President/chief medical officer. By action of the president of essentia health east, authority to appoint and remove, with or without cause, the president/chief medical officer of any of the direct subsidiaries. Public policy. Responsibility to support essentia health public policy and advocacy plans. Marketing. Responsibility to coordinate regional marketing and promotional activities consistent with essentia health marketing plans. Philanthropy. Responsibility to coordinate philanthropy with essentia health foundation policies. Professional services. Responsibility to oversee east region management's cooperation with external auditors and general legal counsel selected by essentia health and coordination of legal services through the essentia health office of general counsel. Catholic facilities. Responsibility to oversee implementation of bsba-approved methods, policies and procedures pertaining”

“Form 990 review process: the 2015 form 990, including all schedules, was reviewed by the duluth clinic, ltd.'s management and governing body prior to filing with the internal revenue service. Each current director of the governing body received a copy of the 2015 form 990. The duluth clinic, ltd.'s chief financial officer led the review of the form and schedules and any questions were discussed.”

“Monitoring and enforcing Conflict of Interest policy: Essentia Health's comprehensive conflict of interest program prevents, detects and resolves actual conflicts of interests or the actual or potential appearance of such. Fiduciaries, defined as an Essentia Health board member/trustee, officer, board committee member, senior management employee, or any others considered to be in a position of influence, are covered under Essentia Health's conflict of interest program. Upon initial appointment, each fiduciary must complete an initial conflict of interest statement and disclosure questionnaire. At the conclusion of each calendar year, each fiduciary must complete an annual conflict of interest statement and disclosure questionnaire. As needed, a fiduciary will update his/her most recently completed questionnaire each time the fiduciary becomes aware of a financial interest, a potential conflict, or change to any information that the fiduciary previously reported. Essentia Health's Chief Compliance Officer will collect the questionnaires and evaluate the disclosures. If a fiduciary has a potential conflict of interest, the Chief Compliance Officer or designee may request additional information from the fiduciary, the management team, and others. During the evaluation process, the Chief Compliance Officer may also consult with Essentia Health's Board and Audit Committee Chairs, senior management, legal department, or appropriate representatives from Essentia Health. The Chief Compliance Officer reports to the Essentia Health Audit Committee and the Essentia Health Board of Directors any actual or potential conflicts of interest disclosed by the fiduciary, along with recommended actions. The Essentia Health Board of Directors (or designee) will then determine whether to approve the situation or to implement special controls to manage the potential conflict of interest. The Chief Compliance Officer will then officially notify the fiduciary in writing of the board's decision. The decision of whether or not the disclosure constitutes a conflict will be at the Essentia Health Board of Director's (or designee) sole discretion, and its concern must be the welfare of Essentia Health and its affiliate(s) and the advancement of its purposes. When the Essentia Health Board of Directors (or designee) considers a Fiduciary's disclosure as a Conflict of Interest, special controls will be identified to manage, eliminate or reduce the likelihood and/or appearance of a conflict arising. Controls may include, but are not limited to: A. If the conflict involves an on-going matter or relationship, the Fiduciary must not participate in Board, Board committee or management discussions related to the conflict and must recuse themselves and if appropriate, withdraw, from any Board meeting or portion thereof where the matter is being discussed and during the vote on the potential Conflict of Interest. The Fiduciary may answer questions at the Board's or the Board Committee's request. B. If the conflict involves a specific transaction or decision, the Fiduciary will fully disclose their interest and all related material facts. The Board or committee of the Board will determine whether the contemplated transaction may be authorized as just, fair, and reasonable to Essentia Health or its affiliate(s). If the Board determines a conflict does not exist, the Fiduciary may proceed with the transaction; however, he or she will not be eligible to vote on related issues should they arise. If the Board determines a conflict does exist, the Fiduciary will be notified of the decision regarding whether the contemplated transaction will be authorized as just, fair, and reasonable. FORM 990, PART VI, LINE 12 POLICY APPLIES TO DISREGARDED ENTITY, ESSENTIA HEALTH SANDSTONE MEDICAL, LLC. Form 990, Part VI, Line 13 POLICY APPLIES TO DISREGARDED ENTITY, ESSENTIA HEALTH SANDSTONE MEDICAL, LLC. Form 990, Part VI, Line 14 POLICY APPLIES TO DISREGARDED ENTITY, ESSENTIA HEALTH SA”

“PROCESS FOR DETERMINING COMPENSATION: The Executive Compensation Committee of Essentia Health's board of directors is authorized to fulfill the board's responsibilities regarding executive compensation consistent with Essentia's mission, values and tax-exempt status, and the Executive Compensation Committee's Charter. The Executive Compensation Committee meets at least twice annually to carry out its responsibilities, which include, but are not limited to, establishing, reviewing and modifying, as appropriate, reasonable compensation and benefits for designated Essentia executives who are officers or key employees of Essentia or any of its affiliates which may be paid by related organizations. The Executive Compensation Committee engages qualified independent compensation advisors to provide objective and impartial comparative data and to express opinions on total compensation reasonableness. The Executive Compensation Committee may request its independent advisors to: monitor comparability data and marketplace trends; make appropriate recommendations regarding salary ranges; and periodically review the market competitiveness of Essentia executive compensation packages. Prior to establishing or adjusting executive compensation, the Executive Compensation Committee will obtain and rely upon appropriate data as to comparability of the proposed compensation or adjustments. The Executive Compensation Committee will adequately document the basis for its determination concurrently with making those determinations. The Executive Compensation Committee minutes will include: the terms of the approved compensation and the date approved; the Executive Compensation Committee members present during the review, discussion and approval of the proposed compensation and those who voted on the proposed compensation; identification of the comparability data obtained and relied upon by the Executive Compensation Committee and how the data was obtained; any actions by a member of the Executive Compensation Committee having a conflict of interest; and documentation of the basis for the determination. The year this process was last undertaken for The Duluth Clinic, Ltd.'s President, Chief Financial Officer, Chief Operating Officer, Chief Nursing Officer, Chief Medical Officer, Senior VP of Surgical Procedure, Senior VP of Regional Practice, and Senior VP of Outpatient Practice was 2016.”

“Availability of governing documents, conflict of interest policy, & financial statements to the public: Governing documents, conflict of interest policy, and financial statements are made available to the public upon request for the same period of disclosure as set forth in section 6104(d). The organization is part of Essentia Health's consolidated financial statements which are included in Essentia Health's annual report posted on Essentia Health's web site.”

“1099 reporting: vendor payments and form 1099's were processed through essentia health on behalf of certain legal entities comprising essentia health system.”

“Affiliate revenue and expense allocation: essentia health duluth, essentia health st. Mary's medical center, and the duluth clinic, ltd. Allocate certain revenues and expenses directly to essentia health duluth, essentia health st. Mary's medical center, the duluth clinic, ltd., essentia health st. Mary's hospital-superior, and essentia health polinsky medical rehabilitation center, all related organizations. Net affiliate revenue and expense allocations of $4,758,959 include the following types of revenue and expenses: nonpatient revenue; agency fees; amortization and depreciation; interest; professional fees; purchased services; repairs and maintenance; salaries, wages, and related benefits; supplies; utilities; and other expenses.”

“Defined Benefit Pension Plan Liability Adjustment 2,141,875. NET ASSET TRANSFERs WITH RELATED ORGs -1,360,979.”

“Consolidated A-133: The Duluth Clinic, Ltd., as part of Essentia Health's consolidated financial statements, was required and underwent a consolidated audit set forth in the Single Audit Act and OMB Circular A-133. The consolidated audit is reviewed by the Essentia Health Audit Committee.”