Lake View Memorial Hospital Foundation

“The executive committee of the foundation is made up of the officers of the board of directors and shall have all the powers and authority of the board of directors of this organization in transacting the regular business of the organization, including directing the management of the property, affairs and business of the organization, 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 foundation has a management service agreement with st. Luke's hospital. Services are provided by both st. Luke's and lake view employees.”

“The sole member of the foundation shall be lake view memorial hospital, inc.”

“The foundation's board of directors shall be elected by the board of directors of the lake view memorial hospital, its sole member, or by an officer of the hospital designated by the hospital's board of directors.”

“Amendments to the articles of incorporation or bylaws must be approved by the board of directors of lake view memorial hospital. In addition to doing all things required by law and except as otherwise provided, the corporate member shall have the following specific rights and responsibilities: a) appoint the board of directors; b) approve any change in the philosophy, character or mission, and approve the long-range goals, strategic plans and overall purposes; c) approve all amendments to the articles of incorporation and bylaws of lake view memorial hospital and all subsidiaries; d) approve the addition of new members; e) approve the establishment, transfer and/or dissolution of any subsidiary corporation; f) approve long-term borrowing of money and other forms of long-term indebtedness; g) approve the purchase, sale, lease, disposition, encumbrance or alienation of real property, and the sale, lease disposition or encumbrance of substantially all of the personal property; h) participate in the preparation of, and give approval to, any plan of dissolution or merger, consolidation, acquisition or disposition of real property or relocation of the facilities; i) ratify the chief executive officer as recommended by the board of directors; j) approve any recommendation by the board of directors to remove the chief executive officer and conduct regular evaluation of the chief executive officer in conjunction with the board of directors; k) conduct, through the corporate member's ceo, regular evaluations of the chief executive officer of the hospital in conjunction with the board of directors; l) ratify the budgets and approve unbudgeted capital expenditures greater than $100,000 in any one fiscal year; m) review and approve the audited financial reports; n) ratify the selection and retention of the independent auditing firm and legal counsel; and o) have the exclusive authority to approve all use by the corporation of the name "st luke's hospital and any other trade, names or references to st luke's.”

“A final draft of the form 990 was prepared and reviewed by the following groups 1.) lake view's officers and senior management; 2.) lake view foundation's board of directors. In the case of the board of directors, a copy of the final draft was sent to them for review and approval prior to filing with the irs.”

“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 present factual information to or respond to questions) in the discussions and deliberations with respect to such contract or transaction. 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.”

“For the purposes of determining compensation, lake view memorial hospital foundation of northeast minnesota 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 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's financial statements were audited by an independent accountant for the full calendar year 2023. They were acuired march 1 of 2024 and included in the consolidated audit of their parent for fiscal year 07/01/2023-06/30/2024. Technically the activity from january and february were not included in the 06/30/2024 audited financial statements, however procedures were performed to account for those two months. The organization is filing the form 990 for the short year from 01/01/2024-06/30/2024.”