Avera Marshall

“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 organization is Avera Health, a nonprofit corporation organized and existing under the laws of the state of South Dakota and exempt under 501(c)(3) of the Internal Revenue Code of 1986, as amended.”

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

“Avera Health, as the sole member, has the following rights as the member: 1. To approve the adoption, amendment or repeal of the statements of philosophy, mission and values of corporation; 2. 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; 3. To approve and act upon the alienation of real property and precious artifacts under the canonical stewardship of the Sisters of the Presentation of the Blessed Virgin Mary of Aberdeen, South Dakota ("Presentation Sisters") or the Benedictine Sisters of Sacred Heart Monastery ("Benedictine Sisters"), pursuant to the policies established by the member; 4. To approve any plan of merger, consolidation or dissolution of the corporation, or the divestiture of a sponsored work or ministry associated with the corporation; 5. To approve the creation of new sponsored works or ministries to be conducted by or under the authority of the corporation; 6. To appoint and remove, with or without cause, the board of directors of the corporation; 7. To appoint and/or remove, with or without cause, the President and Chief Executive Officer of the corporation; 8. To approve operating/capital budgets and strategic plans of the corporation; 9. 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; 10. To approve acquisitions, sales and leases, according to policy which may be adopted from time to time by the members; 11. To establish and maintain employee benefit programs; 12. To establish and maintain insurance programs; 13. To approve major community fund drives; 14. To approve the appointment of auditors; 15. To adopt policies designed to effectuate the reserved powers of the member.”

“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. Depending on the individual's role with the organization, some officers are compensated by Avera Marshall.”

“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.”

“There is no written policy or procedure in the event of any such proposed transaction. The board or a committee with delegated authority reviews all materials, valuations and operational aspects for any proposed transaction. Such transaction would be evaluated in accordance with the exempt status of the organization and its applicable purposes. Any transaction also would be approved by the board and the member.”

“Repairs and Maintenance: Program service expenses 2,512,402. Management and general expenses 143,555. Fundraising expenses 0. Total expenses 2,655,957. Purchased Services: Program service expenses 4,946,683. Management and general expenses 627,502. Fundraising expenses 0. Total expenses 5,574,185. ACS Fees: Program service expenses 2,156,676. Management and general expenses 5,345,580. Fundraising expenses 0. Total expenses 7,502,256.”

“Equity transfer to related parties -402,965. Other change in net assets held by Avera Health Foundation 742,911.”

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

“The issue price includes the filing organization's share of the entire bond issue, which was issued to Avera Health on behalf of the Avera Obligated Group. The Avera Obligated Group 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. In accordance with IRS instructions, information related to the tax exempt bond reporting is being reported on Avera Health's tax return (EIN 46-0422673.)”