St Lukes Foundation

“The officers of the board of directors shall serve as ex-officio members of the executive committee with vote. The ceo shall serve as an ex-officio member of the executive committee without vote. The executive committee shall have all the powers and authority of the board of directors of this corporation in transacting the regular business of the corporation, including directing the management of the property, affairs, and business of this corporation, during the interval between meetings of the board of directors, subject at all times to the direction and control of the board of directors. The executive committee shall not have the power to amend the articles of incorporation or these bylaws, the power to remove a director or officer, or the power to fill a vacant board seat or officer position.”

“St. Luke's hospital of duluth provides some managing services to the foundation such as: executive, accounting, human resources, and information technology.”

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

“The sole member of the corporation shall be st. Luke's hospital of duluth. In march 2024, aspirus inc did become the parent member of st. Luke's hospital and as such did assume some critical roles over st. Luke's foundation.”

“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 parent member class directors.”

“Prior to aspirus, inc. Becoming the sole corporate member on march 1, 2024: amendments to the foundation's articles of incorporation and bylaws shall become effective upon the approval of the board of directors of the hospital. Subsequent to aspirus, inc. Becoming the sole corporate member after march 1, 2024: the following actions must be approved by the parent member, 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 foundation 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.”

“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 previously filed for the calendar year ending 12/31. After the filing organization's parent, st. Luke's hospital of duluth was 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 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.”