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, the president and ceo, each of whom shall serve as an ex officio voting member of the executive committee, and two voting members appointed by the board of directors. Each individual appointed to the executive committee shall serve for a term of one year or until his or her successor is duly appointed by the board of directors. The executive committee shall consist of only directors of the corporation. 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.”

“According to the bylaws of catholic health initiatives - iowa corp the entity's sole member is commonspirit health, a colorado nonprofit organization.”

“Commonspirit health has the power to appoint, remove, or replace the members of the board of directors. (chcf reserved rights) except as otherwise provided in the corporation's articles of incorporation or the laws of the state of organization, catholic health care federation ("chcf") shall have such rights as are reserved to the corporate member, acting in its capacity as the membership body of chcf, under the governance matrix.”

“"the organization's corporate member is commonspirit health. 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 commonspirit health board directly or through powers delegated to the commonspirit health chief executive officer: *substantial change in the mission or philosophy of the catholic health initiatives - iowa corp *amendment of the corporate documents of the catholic health initiatives - iowa corp *approve members of the catholic health initiatives - iowa corp board *removal of a member of the governing body of the 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 the 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 the catholic health initiatives - iowa corp to commonspirit health to accomplish commonspirit health's goals and objectives, and to satisfy commonspirit health debts. *adoption of long range and strategic plans for catholic health initiatives - iowa corp pursuant to section 5.5 of the organization's bylaws, commonspirit health 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." (chcf reserved rights) except as otherwise provided in the corporation's articles of incorporation or the laws of the state of organization, catholic health care federation ("chcf") shall have such rights as are reserved to the corporate member, acting in its capacity as the membership body of chcf, under the governance matrix.”

“Once the return is prepared, the return is reviewed by the chief financial officer. Subsequent to review by the chief financial officer, the tax department files the return with the appropriate federal and state agencies, making any nonsubstantive 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 has not formally adopted a written policy or written procedure regarding joint ventures. However, commonspirit health's 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 the 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; and (4) returns of capital, allocations, and distributions must be made in proportion to the partners' respective ownership interests. Any joint venture agreements that do not conform to the model agreement are generally reviewed by counsel.”

“The organization has a conflicts of interest ("coi") policy (the "policy") in place to maintain the integrity of its activities. The policy applies to the following persons ("covered persons"): members of the commonspirit health ("commonspirit") board of stewardship trustees and its committees; commonspirit health corporate officers; members of the dignity health board of stewardship trustees and its committees. In addition, the policy applies to organizations that were affiliates and subsidiaries of commonspirit health prior to its affiliation with dignity health ("chi entities"). Covered persons of chi entities include: members of any chi entity direct affiliate or subsidiary board and their committees; employees of chi entities; and chi entity researchers (as defined by the policy). Disclosure, review and management of perceived, potential or actual conflicts of interest are accomplished through a defined coi disclosure review process. All covered persons are required to disclose actual or potential conflicts and must disclose that conflict to his/her direct manager (or other person as is appropriate per policy). Such disclosure is required on a transactional basis at the time such conflicts arise, when an individual becomes a covered person (e.g., upon hiring or board appointment), and annually thereafter. Disclosures of perceived, potential or actual conflicts are initially reviewed by national or regional legal or corporate responsibility team members to determine whether an actual or potential conflict may exist. If it is determined that a potential or actual conflict exists, issues are elevated to the board executive committee or board chair (for board or officer conflicts), or the conflicts of interest review committee (for any other conflict). The procedures for addressing a conflict related to a proposed transaction in the case of governing bodies or a corporate officer include, but are not limited to: 1) disclosure to the board, 2) the trustee or corporate officer being excused from the meeting during discussion and vote on the conflict of interest (although he or she may respond to pertinent questions if the knowledge is relevant), and 3) board approval of the transaction by a majority of disinterested members. In addition, boards carefully review and scrutinize any non-transactional conflicts of interest. In such circumstances, by a majority vote of the disinterested trustees, the board takes whatever action is deemed appropriate. For conflicts not involving a board member or officer, the conflicts of interest review committee ("c-circ") will facilitate a coi management plan to mitigate the conflict if adequate controls aren't already in place. Notwithstanding the foregoing, at its sole discretion, an entity may reject a person's request to enter into the relationship in question, or require the relationship be sufficiently altered to avoid a potential conflict of interest.”

“Line 15a: the organization uses a third-party consultant to survey compensation trends annually and to recommend a compensation range for the ceo. This recommendation is presented to the board for final determination and approval. The salaries are compared to industry standards and guidelines for appropriateness. This process was last undertaken in june 2019 for calendar year 2020. Line 15b: 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'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 commonspirit health's consolidated audited financial statements that are available at https://commonspirit.org/investor-relations/.”

“Consulting: program service expenses 1,604,768. Management and general expenses 0. Fundraising expenses 0. Total expenses 1,604,768. Contract services: program service expenses 5,350,562. Management and general expenses 0. Fundraising expenses 0. Total expenses 5,350,562. Contract labor: program service expenses 32,825,077. Management and general expenses 0. Fundraising expenses 0. Total expenses 32,825,077. Purchased services: program service expenses 26,741,913. Management and general expenses 7,108,610. Fundraising expenses 0. Total expenses 33,850,523. Other fees for services: program service expenses 20,196,148. Management and general expenses 1,062,955. Fundraising expenses 0. Total expenses 21,259,103.”

“Asc 842 adjustment -315,771. Capital resource pool -3,495,345.”