Mercy Professional Practice Associates Inc

“Pursuant to section 8.6 of the bylaws of mercy medical center - newton, 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.”

“The organization's sole corporate member is catholic health initiatives - iowa corp. D/b/a mercy medical center - des moines, an iowa nonprofit corporation.”

“According to the organization's bylaws, directors shall be appointed or refused by the corporate member. The corporate member may appoint one or more individuals to the board of directors, and may at any time remove, with or without cause, any member of the board of directors. According to the organization's bylaws, directors of the corporation shall be appointed by the corporate member no later than june 30 of each year. The names and qualifications of each individual accepted by the board of directors shall be submitted to the corporate member, who shall appoint or refuse each nominee in accordance with the corporate member's bylaws and with endorsement of the senior vice president of operations. The corporate member may unilaterally appoint one or more individuals to the board of directors should the board fail to furnish the corporate member with a list of individuals qualified to serve on the board of directors of the corporation. (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 catholic health initiatives - iowa, corp d/b/a mercy medical center - des moines, an iowa nonprofit corporation. Pursuant to the organization's bylaws, both catholic health initiatives - iowa, corp and commonspirit health (catholic health initiatives - iowa, corp's sole corporate member) have reserved powers as outlined in the commonspirit health governance matrix. Pursuant to the governance matrix the following rights are held by the catholic health initiatives - iowa, corp board: *approve members of the mercy medical center - newton board *amendment of the corporate documents of the mercy medical center - newton *approve removal of a member of the governing body of the mercy medical center - newton *adoption of long range and strategic plans for the mercy medical center - newton 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 mercy medical center - newton *removal of a member of the governing body of the mercy medical center - newton *approval of issuance of debt by mercy medical center - newton *approval of participation of mercy medical center - newton in a joint venture *approval of formation of a new corporation by mercy medical center - newton *approval of a merger involving the mercy medical center - newton *approval of the sale of all or substantially all of the assets of the mercy medical center - newton *to require the transfer of assets by the mercy medical center - newton to commonspirit health to accomplish commonspirit health's goals and objectives, and to satisfy commonspirit health debts. Pursuant to section 5.5 of the organization's bylaws, catholic health initiatives - iowa, corp or commonspirit health may, in exercise of their approval powers, grant or withhold approval in whole or in part, or may, in its complete discretion, after consultation with the board and its president and the 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 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 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.”

“Mercy medical center - newton 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 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.”

“The organization uses a third-party consultant to survey compensation trends annually and to recommend compensation ranges for the ceo. These recommendations are 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 2020.”

“The organization's financial statements, conflict of interest policy and governing documents are available to the public upon request. The organization's financial statements are included in commonspirit health's consolidated audited financial statements that are available at www.commonspirit.org.”

“Other fees for services: program service expenses 1,891,243. Management and general expenses 99,539. Fundraising expenses 0. Total expenses 1,990,782. Consulting: program service expenses 9,775. Management and general expenses 514. Fundraising expenses 0. Total expenses 10,289. Contract services: program service expenses 840,981. Management and general expenses 93,442. Fundraising expenses 0. Total expenses 934,423. Contract labor: program service expenses 2,042,844. Management and general expenses 107,518. Fundraising expenses 0. Total expenses 2,150,362. Purchased services: program service expenses 1,947,353. Management and general expenses 102,492. Fundraising expenses 0. Total expenses 2,049,845.”

“Asc 842 adjustment -4,977.”