Avera Holy Family

“The sole member of the organization is Avera Health, a nonprofit corporation organized and existing under the laws of the state of South Dakota and exempt under 501(c)(3) of the Internal Revenue Code of 1986, as amended.”

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

“Avera Health has the following rights as the Member: 1) To approve the adoption, amendment or repeal of the statements of philosophy, mission and values of the Corporation; 2) To initiate the adoption, amendment or repeal of any provision of the Articles of Incorporation or Bylaws of Corporation, and to give final approval of any such action with respect thereto; 3) To approve and act upon the alienation of real property and precious artifacts under the canonical stewardship of the Sisters of the Presentation of the Blessed Virgin Mary of Aberdeen, SD ("Presentation Sisters"), or the Benedictine Sisters of Sacred Heart Monastery ("Benedictine Sisters"), pursuant to the policies established by the Member; 4) 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; 5) To approve the creation of new sponsored works or ministries to be conducted by or under the authority of the Corporation; 6) To appoint and remove, with or without cause, the Board of Directors of the Corporation; 7) To appoint and/or remove, with or without cause, the President and CEO of the Corporation; 8) To approve the operating/capital budgets and strategic plans of the Corporation; 9) To approve expenditures outside of operating and capital budgets exceeding defined thresholds according to policy which may be adopted from time to time by the Member; 10) To approve acquisitions, sales and leases, according to policy which may be adopted from time to time by the Member; 11) To establish and maintain employee benefit programs; 12) To establish and maintain insurance programs; 13) To approve major community fund drives; 14) To approve the appointment of auditors; 15) To adopt policies designed to effectuate the reserved powers of the Member.”

“There is no committee with authority to act on behalf of the Board.”

“The CEO reviews the 990 in detail. After the CEO's review, the 990 is provided to each Board Member.”

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

“The CEO and officers are compensated by Avera McKennan. Avera McKennan has a process in place for determining compensation for these individuals.”

“The organization's governing documents and conflict of interest policy are not available to the general public. The organization's financial statements are attached to the Form 990 per IRS instructions and therefore available to the general public.”

“There is no written policy or procedure since in the event of any such proposed transaction the board or a committee with delegated authority reviews all materials, valuations and operational aspects for any proposed transaction. Such transaction would be evaluated in accordance with the exempt status of the organization and its applicable purposes. Any transaction also would be approved by the board and the member.”

“Equity Transfers -184,003.”

“The Audit Committee of Avera Health, parent organization, selects the auditor and reviews the audited financial statements for Avera Holy Family.”