Winona Area Ambulance Service Inc

“As of 7/1/2024, the Executive Committee of the Board of Directors of the sole member, Winona Health Services, also shall serve as the Executive Committee of the Corporation. The Executive Committee shall have and be vested with all powers of the Board, except as prohibited by law, and shall have the power to transact all regular business of the Corporation during the interim between meetings of the Board.”

“The following individuals have business relationships: Hugh Miller and Todd Paulson Matt Broghammer, Nicholas Modjeski and E. Allen Beguin Fatima Said and David Vaselaar The CEO, CFO and some of the board members of the Organization are compensated by a related organization. The board of the Organization and related organizations have 100% overlap, therefore the officers and board members have a business relationship with each other.”

“The organization amended its bylaws effective as of September 30, 2024 to reflect Winona Health Services as its sole member.”

“The members of the corporation were Gundersen Health System, Inc. And Winona Health Services. In July 2024, Winona Health Services purchased the other 50% interest and assets from Gundersen Health System. Winona Health Services became a sole member of the Organization as of 7/1/2024.”

“Gundersen Health System (GHS) and Winona Health Services (WHS) each had a power to elect three directors. As of 7/1/2024, WHS became the sole member of the organization. The sole member has authority to elect all At-Large Directors to the Corporation's Board of Directors and remove them, with or without cause. The sole member also has the right to elect the officers of the Corporation Chair or President/CEO and removing them, with or without case, subject to contract rights.”

“As of 07/1/2024, the following decisions of the Board of Directors are subject to approval by the sole member, Winona Health Services. (A) Approving the amendment of the Articles of Incorporation of the Corporation and Bylaws. (B) Approving all mission and/or vision statements and all strategic or long-term plans of the Corporation. (C) Approving the creation or acquisition of any and all subsidiaries or controlled affiliates; any mergers or consolidations; any permanent or long-term affiliations; and all joint ventures of the Corporation involving capital investments in excess of one hundred thousand dollars ($100,000). (D) Approving the sale or encumbrance of all or substantially all the assets of the Corporation and all long-term debt in excess of one hundred thousand dollars ($100,000). (E) Approving the Corporation's annual operating and capital budgets and any material amendments thereto or deviations there from. (F) Approving the dissolution of the Corporation or any partial or complete liquidation of its assets.”

“The return is reviewed initially by the CFO and CEO. It is then reviewed by the Executive Committee before it is filed. In addition, the Form 990 is available to the full governing board prior to filing with the IRS.”

“The conflict of interest policy covers senior leaders, directors, officers, and board committee members. The policy is signed annually and reviewed by the CEO for conflicts. Any conflicts are brought to the Board for discussion. If a board member has a potential conflict, they must abstain from voting.”

“The CEO and CFO are compensated by a related organization. The Executive Committee has a process in place for determining compensation for the CEO, CFO and all senior leaders based on results of a compensation study, approval and documentation by the Board/committee members and the use of independent consultants every 3 years. The Board reviews compensation for these individuals annually.”

“The organization makes its governing documents, conflict of interest policy and financial statements available to the public upon request.”

“The organization was considered as related to its related organizations as of July 1. No other compensation is required to be reported on Part VII column (F) on this return.”

“Reclassification of net assets to Intercompany Payable -1,896,971.”