St. Lukes Foundation

“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.”

“The sole member of the corporation shall be st. Luke's hospital.”

“Directors shall be elected to the board of the corporation by the board of directors of the hospital, or by an officer of the hospital designated by the board of directors of the hospital. Upon or in anticipation of the expiration of the term of any director of this corporation, the board of directors of this corporation, or a committee appointed thereby for such purpose, shall nominate, by a vote of the majority of the directors whose term shall not have expired, such number of individuals to serve as directors of this corporation as necessary to fill the expired or expiring terms. The board of directors shall present the name of each individual nominated to be a director of this corporation to the hospital for consideration.”

“Amendments to the foundation's articles of incorporation and bylaws shall become effective upon the approval of the board of directors of the hospital.”

“Management referenced multiple sources of information in order to accurately prepare the 2014 form 990. These sources include the internal revenue service website, healthcare trade associations and other various publications. Once the form 990 was prepared, it was reviewed by the following groups: 1. Officers and senior management (oct 2015) 2. Board of directors (oct 2015) the above groups were provided with a complete copy of the 2014 form 990 in advance. The form 990 review was listed as an agenda item on the board of directors agenda. The chief financial officer provided an overview of the return and answered any questions or concerns from the board. The return was then filed on or before november 15, 2015.”

“Each director, officer and committee member shall sign, as a condition to serving the corporation in his/her respective role and annually thereafter, a statement agreeing to be bound by the terms of the policy. Pursuant to the policy, any director, officer or committee member having a financial interest in a contract or other transaction presented to the board of directors or a committee thereof for authorization, approval, or ratification shall make a prompt, full and frank disclosure of such person's interest to the board or committee prior to its acting on such contract or transaction. Such disclosure shall include any relevant and material facts, known to such person, about the contract or transaction which might reasonably be construed to be adverse to the corporation's interest. The board or committee to which such disclosure is made shall thereupon determine, by majority vote, whether the disclosure shows that a conflict of interest exists or can reasonably be construed to exist. If a conflict is deemed to exist, such person shall not vote on, nor use personal influence on, or participate (other than to persent factual information to or respond to questions) in the discussions and deliberations with respect to such contract or transactions. Such person may be counted in determining the existence of a quorum at any meeting where the contract or transaction is under discussion or is being voted upon. The minutes of the meeting shall reflect the disclosure made, the vote and, where applicable, the abstention from voting and participation, and whether a quorum was present.”

“The executive director is an employee of st. Luke's, a 501(c)(3) related organization. The compensation review process described below pertains to the executive director. The executive director is the top management official. There are no employees who qualify as key employees of the organization. The compensation review process occurs during an annual review performed by the st. Luke's human resources department and last occurred in 2014. Total compensation for the executive director was itemized including base salary, health insurance, dental insurance, life insurance, disability, vacation, and holiday pay. All amounts were combined to determine the total compensation for this position. The total compensation amount of each position was then measured against the 2008 - 2009 watson wyatt data for hospital systems in the north central u.s. Regions with $150 - $450 million in net operating revenue. The total compensation was also measured against the minnesota hospital association data for hospitals with $200 million or more in total expense budget. Contemporaneous documents and recordkeeping with respect to the deliberations and decisions are maintained by the st. Luke's human resources department. The foundation board of directors approves the annual compensation.”

“St. Luke's foundation's governing documents and conflict of interest statements are reviewed and updated annually by the board of directors. They are not available to the general public. Financial information is made available through st. Luke's foundation annual report (published every year and available on st. Luke's website at www.slhduluth.com) and the form 990 is made available to the public in accordance with the internal revenue service guidance.”