The Sarah Community

“The sole member of the Foundation is SSM Health Care St Louis. SSM Health Care St Louis is a nonprofit 501(c)(3) organization that operates six hospitals in the greater St. Louis area. Both the Foundation and SSM Health Care St Louis are part of the integrated health care system known as SSM Health.”

“The member has the right to appoint the Board of Trustees except for any Trustee who serves ex officio, and to remove appointed trustees with or without cause.”

“The member has the following powers: a. To establish and change the philosophy of the Foundation b. To appoint the Board of Trustees, except for the Trustees named in the Articles of Incorporation for their initial term and except for any Trustee who serves ex officio, and to remove the Trustee with or without cause c. To approve amendments to the Articles of Incorporation of the Foundation as provided in the Bylaws d. To approve the Bylaws of the Foundation and any amendments thereto e. To approve the merger, consolidation or dissolution of the Foundation f. To approve the sale, conveyance, assignment, transfer, alienation, pledge, encumbrance, mortgage or lease of real property or any interest therein of the Foundation in accordance with the policies approved by the Member g. To approve i) the acquisition of real property or any interest therein or ii) the acquisition of stock of a corporation if, after the acquisition, the Foundation will own a majority of the voting stock of such corporation, in accordance with policies approved by the Member h. To approve the sale, transfer or other disposition of the voting stock of a Corporation if before the disposition the Foundation owned a majority of the voting stock of the corporation and after such disposition the Foundation would not own a majority of the voting stock of the corporation, in accordance with policies approved by the Member i. To approve any borrowings or guarantees of the Foundation in accordance with policies approved by the Member j. 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 Foundation in such programs, and to authorize the opening and closing of bank accounts and investment accounts in the name of the Foundation in connection with such programs k. To approve the acceptance of any gift or contribution which, in connection therewith, would impose a continuing obligation upon the Foundation, including, without limitation, the obligation to provide health care services, pay an annuity or undertake any other obligations, except as otherwise determined by the Member pursuant to policies adopted by the Member and l. To approve or reject proposals for expenditures or contributions in accordance with article IX of the Bylaws in the event the President of the Hospital and the Board of Trustees do not agree with respect to the approval of such proposal.”

“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 prior to filing.”

“The President and Secretary of the Board monitor conflicts of interest for non-employee board members. All Board members with an identified conflict of interest abstain from Board discussions and votes when applicable. Employees with purchasing authority and/or ability to influence purchasing decisions are assigned the conflict of interest disclosure course (COI) which must be completed on line. Periodically through the year, the entity's corporate responsibility contact person (with the help of the entity's learning management system coordinator) sends department managers a list of employees who have not yet completed their COI so they can remind the employees and ensure the employees have time in their schedule to complete the required course. Resolution of any conflicts that are disclosed must be documented and kept on file at the entity. Supervisors verify required course completion prior to year end.”

“The organization's top management official, president, is compensated by a related organization that utilized the following to determine compensation: (1) independent compensation consultant; (2) compensation survey or study; (3) approval by the board or compensation committee.”

“The organization does not compensate any other individuals.”

“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 Missouri Secretary of State's website. Copies of the Form 990 and the organization's conflict of interest policy are available to the public upon request.”

“Medicare Settlement Revenue - Total Revenue: 61577, Related or Exempt Function Revenue: , Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: 61577;”

“Effective july 1, 2022, the sole member of the corporation is ssm health businesses. Ssm health businesses is a nonprofit 501(c)(3) organization. Both the sarah community and ssm health businesses are part of the integrated health care system known as ssm health.”

“The member has the power to appoint additional, successor or replacement members and to appoint and remove the appointed directors and the ex officio directors.”

“The following powers are reserved for the member: a. To establish and change the mission, philosophy and values of the corporation; b. To appoint additional, successor or replacement members; c. To appoint and remove the directors; d. To appoint and remove the president of the corporation and the chief executive officer of any operating division of the corporation; e. To approve amendments to the articles of incorporation of the corporation as provided therein; f. To approve amendments to the bylaws of the corporation; g. To approve the merger, consolidation or dissolution of the corporation; h. To approve the formation of a controlled subsidiary or a remotely controlled subsidiary; i. To approve the sale of all or substantially all of the assets of the corporation; j. To approve the acquisition or disposition by the corporation of another legal entity or an interest in another legal entity; k. To authorize or approve the acquisition or disposition by the corporation of real property or any interest in real property; l. 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; m. To approve the strategic, financial and human resources plan of the corporation; n. To appoint the auditor and corporate counsel for the corporation; o. 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; p. 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; q. 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 member approval; and r. 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 noncontrolled subsidiary.”

“John o'shaughnessy serves as the organization's treasurer. He is employed by the franciscan sisters of mary (fsm) as its cfo/cio. Fsm is one of the five collaborating catholic congregations of religious women of the sarah community.”

“St. Andrews management services, inc is responsible for both administrative and operational leadership of this facility. All employees are employees of the sarah community, except for the executive director. In 2022, executive director tracy haarmaan was compensated $41,887 in wages and benefits by st. Andrews resource for senior system for her services to the sarah community.”

“The draft form 990 is reviewed by the treasurer for accuracy and made available to the entire board. The final form 990 is mailed to the treasurer of the board for review and signature.”

“An annual conflict of interest disclosure is filled out by each board member, submitted and reviewed by the entire board. The member is then excluded in any voting for applicable subject areas.”

“Process of determining executive director compensation: salaries are reviewed annually during the budget process by the executive director and management company's accounting and operations personnel. During this review, salary ranges for all positions are compared with surrounding facilities. The budget is reviewed and approved annually by the board. Process of determining officer and/or key employees compensation: salaries are reviewed annually during the budget process by the executive director and management company's accounting and operations personnel. During this review, salary ranges for all positions are compared with surrounding facilities. The budget is reviewed and approved annually by the board.”

“The organization makes its governing documents and conflict of interest policy available to the public upon request by mailing a copy to the person making the request.”

“Adjustment for PY Restricted Net Assets - -435513;”

“This process has not changed from prior years.”