Avera Marshall Foundation

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

“The notice of intent to dissolve was filed with the Minnesota Secretary of State effective November 3, 2016. The Minnesota Attorney General's office approved the dissolution on June 13, 2016.”

“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. There is a compensation committee of the Avera Health Board of Directors that does review the top 22 employees after Integrated Health Strategies (consultant) reviews and makes recommendations. A full review of benefits and salary is done every other year with a compensation review done on the other year. All decisions are based on comparable data for fair market analysis of like positions. Sharon Williams is compensated by Avera Marshall. Her position is reviewed annually, targeting the 50th percentile of the market for comparable positions in similarly sized healthcare facilities in the US, particularly in the north central region.”

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

“The notice of intent to dissolve was filed with the Minnesota Secretary of State effective November 3, 2016. The Minnesota Attorney General's office approved the dissolution on June 13, 2016. The debts, obligations, and liabilities were paid and the assets were tranferred to Avera Marshall, a related organization that is the sole member of Avera Marshall Foundation.”

“Equity transfer Avera Marshall -3,748,683.”

“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.”