Visiting Nurse Association of Greater

“The sole member of the corporation is ssm health businesses. Ssm health businesses is a nonprofit 501 (c)(3) organization. Both visiting nurse association of greater st. Louis and assm health businesses are part of the integrated health care system known as ssm health.”

“The member has the power to appoint and remove directors.”

“The following powers are reserved for ssm health care corporation (ssmhcc), the sole member of ssm health businesses, the sole member of visiting nurse association of greater st. Louis: 1. To establish and change the mission, philosophy and values of the corporation; 2. To appoint additional, successor or replacement members; 3. To appoint and remove chief executive officer of any operating division of the corporation; approve amendments to the articles of incorporation of the corporation as provided therein; 5. To approve amendments to the bylaws of the corporation; 6. To approve the merger, consolidation or dissolution of the corporation; 7. To approve the formation of a controlled subsidiary or a remotely controlled subsidiary; 8. To approve the sale of all or substantially all of the assets of the corporation; 9. To approve the acquisition or disposition by the corporation of another legal entity or an interest in another legal entity; 10. To authorize or approve the acquisition or disposition by the corporation of real property or any interest in real property; 11. To establish centralized employee benefit, insurance, investment, financing, corporate responsibility, performance assessment and improvement and other operational and support programs; to require the participation of the corporation in such programs; and to authorize the opening and closing of bank accounts and investment accounts in the name of the corporation in connection with such programs; 12. To approve the operating and capital budgets of the corporation; 13. To appoint the auditor and corporate counsel for the corporation; 14. To authorize and approve borrowing money and entering into financial guaranties by the corporation, including actions relating to the formation, joining, operation, withdrawal from and termination of a credit group or an obligated group and the granting of security interests in the property of the corporation; 15. To require the corporation to transfer assets, including but not limited to cash, to ssmhcc or to any other entity exempt from federal income tax as an organization described in 501(c)(3) of the internal revenue code of 1986, as amended, or the corresponding provision of any future united states internal revenue law, which is controlled by ssmhcc, to the extent necessary to accomplish the mission, goals and objectives of ssmhcc as determined by ssmhcc; 16. To approve the transfer of assets by the corporation to any entity other than ssmhcc, other than transfers made in the ordinary course of operations of the corporation which will not require ssmhcc approval; and 17. To determine the extent to which and the manner in which the powers described in this section which are reserved to ssmhcc with respect to the corporation are to be included in the governing documents of any controlled subsidiary, remotely controlled subsidiary or non-controlled subsidiary and exercised with respect to any controlled subsidiary, any remotely controlled subsidiary or any non-controlled subsidiary.”

“The form 990 is prepared by the tax department of the parent organization, ssm health care corporation (ssm). The form 990 is reviewed by certain members of senior management. Any questions are addressed to the tax director of ssm prior to filing the form 990 with the internal revenue service. A copy of the form 990 is provided to the board of directors.”

“Each director, principal officer, and member of a committee with governing board delegated powers must annually disclose any potential conflicts of interest. After a disclosure, the potentially interested person must leave the governing board or committee while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. If a conflict does exist, an interested person may make a presentation at the governing board or committee meeting, but must then leave during the discussion of, and vote on, the transaction or arrangement involving a conflict of interest. The chairperson of the governing board or committee shall appoint a disinterested person or committee to investigate the alternatives to the proposed transaction or arrangement. If a more advantageous alternative is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the organization's best interest and whether it is fair and reasonable. In conformity with the above determination, the governing board or committee shall make its decision as to whether to enter into the transaction or arrangement.”

“A related organization utilized the following to determine compensation: (1) independent compensation consultant; (2) compensation survey or study; (3) approval by the board or compensation committee.”

“The year-end audited consolidated financial statements and unaudited quarterly consolidated financial statements for the ssm health system are made available to the public on ssm health's website. The organization's articles of incorporation are available on the wisconsin secretary of state's website. Copies of the form 990 and the conflict of interest policy are available to the public upon request.”

“Dba: vna vaccination services”

“All applicable 1099 and 1096 irs tax forms are reported and filed by a related organization, ssm health care corporation, ein 46-6029223.”

“Transfers to consolidated entities 85,209.”