Avera Marshall Foundation

“Sharon Williams and Mary Maertens have a business relationship with each other.”

“The sole member of the organization is Avera Marshall, a nonprofit corporation organized and existing under the laws of the state of Minnesota.”

“Avera Marshall, as the sole member, has the power to appoint and remove, with or without cause, members of the Board of Directors.”

“Avera Marshall 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 the Corporation, and to give final approval of any such action with respect thereto; 3) 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; 4) To appoint and/or remove, with or without cause, the Board of Directors of the Corporation. 5) To appoint and/or remove, with or without cause, the Executive Director of the Corporation. 6) To adopt policies designed to effectuate the reserved powers of the Member.”

“There are no committees with the authority to act on behalf of the governing body.”

“The Form 990 is reviewed initially by the CEO and CFO of Avera Marshall. The return is made available to the Board of Directors of Avera Marshall or Avera Marshall Foundation for review prior to filing.”

“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 board members and officers. The information is maintained in a database and a report is provided to the board.”

“Mary Maertens was compensated by Avera Health for services provided to Avera Marshall and Avera Marshall Foundation. 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. Avera Marshall has a Compensation Committee which reviews compensation for physicians and administrative vice presidents, including the CFO, through market analysis.”

“The organization's governing documents, conflict of interest policy, and financial statements are not made available to the general public.”

“Equity transfer Avera Marshall 16,751.”

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