Catholic Health Initiatives - Iowa Corp

“Pursuant to section 8.6 of the bylaws of catholic health initiatives - iowa corp, the executive committee is composed of the board chair, the board vice chair, and the president and ceo, each of whom serves as an ex officio voting member of the executive committee, and such other voting members as may be appointed by the board. Pursuant to section 8.1 of the corporation's bylaws, committees, such as the executive committee, that are granted the authority to act on behalf of the board of directors may include only directors of the corporation. Further, pursuant to section 8.6 of the corporation's bylaws, the executive committee has and may exercise such powers as may be delegated to it by the board of directors. The executive committee also possesses the power to transact routine business of the corporation in the interim period between regularly scheduled meetings of the board of directors.”

“Suku radia and steven chapman - business relationship”

“The sole member of the corporation is catholic health initiatives, a colorado nonprofit corporation.”

“Catholic health initiatives has the power to appoint, remove, or replace the members of the board of directors.”

“The organization's corporate member is catholic health initiatives (chi). Pursuant to section 5.4 of the organization's bylaws, the corporate member shall have the specific rights set forth in the governance matrix. Pursuant to the governance matrix the following rights are reserved to the chi board directly or through powers delegated to the chi chief executive officer: *substantial change in the mission or philosophy of catholic health initiatives - iowa corp; *amendment of the corporate documents of catholic health initiatives - iowa corp; *approve members of the catholic health initiatives - iowa corp board; *removal of a member of the governing body of catholic health initiatives - iowa corp; *approval of issuance of debt by catholic health initiatives - iowa corp; *approval of participation of catholic health initiatives - iowa corp in a joint venture; *approval of formation of a new corporation by catholic health initiatives - iowa corp; *approval of a merger involving catholic health initiatives - iowa corp; *approval of the sale of all or substantially all of the assets of the catholic health initiatives - iowa corp; *to require the transfer of assets by catholic health initiatives - iowa corp to chi to accomplish chi's goals and objectives, and to satisfy chi debts; *adoption of long range and strategic plans for catholic health initiatives - iowa corp. Pursuant to section 5.5 of the organization's bylaws, chi may, in exercise of its approval powers, grant or withhold approval in whole or in part, or may, in its complete discretion, after consultation with the board and the president and chief executive officer of the organization, recommend such other or different actions as it deems appropriate”

“The organization's accounting personnel work with the cathlic health initiatives (chi) tax department personnel to prepare the form 990. When available, the cfo reviews the return, and any necessary revisions are included in the final version which is approved for filing with the irs. Subsequent to review by the chief financial officer, the tax department files the return with the appropriate federal and state agencies, making any non-substantive changes necessary to effect e-filing. Subsequent to e-filing, the final e-filed form 990 is presented to the board at a regularly scheduled board meeting.”

“Catholic health initiatives - iowa corp utilizes the catholic health initiatives governance policy no. 1, conflict of interest - stewardship trustees, which covers all directors and employees holding the title of vice president or above. Each director or vp must promptly and fully report to the board chair situations that may create a conflict of interest when he or she becomes aware of such situations. In any situation when a director or vp is in doubt, full disclosure should be made so as to permit an impartial and objective determination. A written record of the disclosure will be made. The board chair or a designee, at their discretion, further investigates disclosed conflicts of interest. In addition, all directors, vps, and above annually complete, sign, and return the conflict of interest statement to the organization's ceo. The completed statements are reviewed by the ceo. The ceo reports potential conflicts to the board chair.”

“The organization's ceo's compensation is paid by catholic health initiatives (chi), a related organization. Chi has a defined compensation philosophy. Both the executive and non-executive compensation structures and ranges are reviewed annually in comparison to market data. Chi uses the hay group as the independent third party to assess executive compensation programs and to ensure the reasonableness of actual salaries and total compensation packages. Compensation of the senior most executives is reviewed annually. The hay group reviews both cash and total compensation for overall reasonableness, for adherence to chi's compensation philosophy, and for comparability to the not-for-profit healthcare market. This independent review is delivered by hay group to the hr committee of the chi board of stewardship trustees annually at their september meeting and minutes are shared with the full board at the december meeting. The last review was september 18, 2014. In addition, in december 2009, hay group completed a comprehensive review of all positions at the level of vice president and above to determine and validate appropriate compensation levels. These levels have been reviewed annually since and revised based on market data, where applicable.”

“For officers and key employees, catholic health initiatives - iowa corp uses a third-party consultant to annually survey compensation trends and recommend compensation ranges. These recommendations are presented to the board, which makes the final compensation decisions. The decisions are documented in the board minutes.”

“Catholic health initiatives - iowa corp has not formally adopted a written policy or written procedure regarding joint ventures. However, catholic health initiatives' system-wide joint venture model operating agreement incorporates controls over the venture sufficient to ensure that (1) the exempt organization at all times retains control over the venture sufficient to ensure that the partnership furthers the exempt purpose of the organization; (2) in any partnership in which the exempt organization is a partner, achievement of exempt purposes is prioritized over maximization of profits for the partners; (3) the partnership does not engage in any activities that would jeopardize the exempt organization's exemption; (4) returns of capital, allocations, and distributions must be made in proportion to the partners' respective ownership interests; and (5) all contracts entered into by the partnership with the exempt organization must be at arm's-length, with prices set at fair market value. Any joint venture agreements that do not conform to the model agreement are generally reviewed by counsel.”

“Catholic health initiatives - iowa corp's organizing documents are available at www.sos.state.ia.us. The organization's conflict of interest policy is not publicly available. The organization's financial statements are included in the catholic health initiatives' consolidated audited financial statements available at www.catholichealthinit.org or at http://www.dacbond.com.”

“The mission of the corporation is to nurture the healing ministry of the church, supported by education and research. Fidelity to the gospel urges the corporation to emphasize human dignity and social justice as it creates healthier communities. The corporation, sponsored by a lay-religious partnership, calls other catholic sponsors and systems to unite to ensure the future of catholic health care. To fulfill this mission, the corporation, as a values-based organization, will assure the integrity of the ministry in both current and developing organizations and activities; research and develop new ministries that integrate health, education, pastoral, and social services; promote leadership development and formation for ministry throughout the entire organization; advocate for systemic changes with specific concern for persons who are poor, alienated, and underserved; and steward resources by general oversight of the entire organization.”

“Capital pool contribution - -3872100; contribution released from restriction - -5360;”